INTERNATIONAL ALLIANCE SERVICES INC, S-4/A, 1997-12-09

INTERNATIONAL ALLIANCE SERVICES INC
S-4/A, 1997-12-09
BUSINESS SERVICES, NEC

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 9, 1997

REGISTRATION NO. 333-40313

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SECURITIES AND EXCHANGE COMMISSION

AMENDMENT NO. 1

FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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INTERNATIONAL ALLIANCE SERVICES, INC.
(Exact Name of Registrant as Specified in its Charter)

<TABLE>
<C> <C> <C>
DELAWARE 7389 22-2769024
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>

<TABLE>
<C> <C>
GREGORY J. SKODA
EXECUTIVE VICE PRESIDENT
INTERNATIONAL ALLIANCE SERVICES, INC.
10055 SWEET VALLEY DRIVE 10055 SWEET VALLEY DRIVE
VALLEY VIEW, OHIO 44125 VALLEY VIEW, OHIO 44125
(216) 447-9000 (216) 447-9000
(Address, Including Zip Code, and (Name, Address, Including Zip Code, and
Telephone Number, Including Area Code, Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices) of Agent For Service)
</TABLE>

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With copy to:

SETH R. MOLAY, P.C.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
1700 PACIFIC AVENUE, SUITE 4100
DALLAS, TEXAS 75201
(214) 969-2800

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

If any of the securities being registered on this form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
- ---------------------

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

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

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
================================================================================
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Business Locations

[map showing Business Locations]

Comprehensive Associates and Affiliates

[map showing Comprehensive Associates and Affiliates]
<PAGE> 3

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED DECEMBER 9, 1997

PROSPECTUS

, 1997

7,729,468 SHARES

INTERNATIONAL ALLIANCE SERVICES, INC.

COMMON STOCK
---------------------
This Prospectus relates to an aggregate of 7,729,468 shares (the "Shares")
of common stock, par value $.01 per share ("Common Stock"), of International
Alliance Services, Inc., a Delaware corporation (the "Company" or "IASI"), which
may be issued from time to time in the future by the Company on the completion
of acquisitions of assets, businesses or securities, or the conversion of or
payment of interest on convertible notes or debentures issued in connection with
such acquisitions of other businesses or properties.

It is expected that the terms of acquisitions involving the issuance of the
shares of Common Stock covered by this Prospectus will be determined by direct
negotiations with the owners or controlling persons of the assets, businesses or
securities to be acquired, and that the shares of Common Stock issued will be
valued at prices reasonably related to the market price of the Common Stock
either at the time an agreement is entered into concerning the terms of the
acquisition or at or about the time the shares are delivered. No underwriting
discounts or commissions will be paid, although finder's fees may be paid in
connection with certain acquisitions. Any person receiving such fees may be
deemed to be an "underwriter" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), and any profit on the resale of shares of
Common Stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.

The Common Stock is quoted on The Nasdaq National Market under the symbol
"IASI." On December 8, 1997, the last reported sales price for the Common Stock
as reported on The Nasdaq National Market was $13.6875 per share.

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

SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE> 4

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information included or incorporated by reference in this Prospectus, including
the Selected Consolidated Financial Data, the Company's Consolidated Financial
Statements and notes thereto.

IASI is a leading provider of outsourced business services to small and
medium sized companies throughout the United States. The Company provides
integrated services in the following areas: accounting systems, advisory and
tax; employee benefits design and administration; human resources; information
technology systems; payroll; specialty insurance; valuation; and workers'
compensation. These services are provided through a network of over 65 Company
offices in 25 states, as well as through its subsidiary Comprehensive Business
Services ("Comprehensive"), a franchisor of accounting services with
approximately 250 franchisee offices located in 40 states. As of December 9,
1997, the Company served approximately 60,000 clients, of which approximately
24,000 are served through the Comprehensive franchisee network. Management
estimates that its clients employ over 800,000 employees, including 240,000
employed by clients of the Comprehensive franchise network.

The Company's clients typically have fewer than 500 employees, and prefer
to focus their scarce resources on operational competencies while allowing IASI
to provide non-core administrative functions. In many instances, outsourcing
administrative functions allows clients to enhance productivity, reduce costs,
and improve service, quality and efficiency. Depending on a client's size and
capabilities, it may choose to utilize all or a portion of the Company's broad
array of services, which it typically accesses through a single Company
representative.

Pursuant to a strategic redirection of the Company initiated in November
1996, the Company began its acquisition program to expand its operations rapidly
in the outsourced business services industry from its existing insurance
platform. From November 1, 1996 through September 30, 1997, the Company acquired
the businesses of 23 companies representing over $90 million in revenues. The
Company's acquisition program typically focuses on (i) market entry acquisitions
in which the Company establishes a significant presence in a city or (ii)
follow-on acquisitions of additional service providers in areas where the
Company's presence is established, increasing the number of clients served and
services offered in such markets. The Company seeks to acquire profitable,
well-run companies and to continue to employ their existing management teams,
providing them with incentive by utilizing restricted IASI Common Stock for a
large portion of the consideration for the acquisitions. The Company believes
that substantial additional acquisition opportunities exist throughout the
United States for several reasons, including the highly fragmented nature of the
industry, the advantages of economies of scale, and the desire of many long-time
owners for liquidity. The Company has completed from October 1, 1997 through
December 9, 1997, or has publicly announced as pending, an additional 20
acquisitions representing over $78 million in revenues.

The outsourced business services industry in which the Company currently
operates is highly fragmented with approximately 600,000 outsourcing
establishments collectively generating approximately $300 billion in annual
revenue and has grown at a compound annual rate in excess of 9% since 1992. The
Company believes that this growth reflects the following trends: (i) more
companies are now utilizing outsourced business services, (ii) companies that
have traditionally used a limited amount of outsourced business services are now
utilizing a broader array of such services, and (iii) the number of small and
medium sized businesses in the United States continues to grow.

The Company's goal is to be the nation's premier provider of outsourced
business services to small and medium sized companies. The Company's strategies
to achieve this goal include: (i) continuing to provide clients with a broad
range of high quality services, (ii) continuing to expand locally through
internal growth by increasing the number of clients it serves and increasing the
number of services it provides to existing clients, and (iii) continuing to
expand nationally through an aggressive acquisition program.

Effective December 31, 1997, the name of the Company will be changed to
"Century Business Services, Inc.", and the symbol of the Company will be changed
to "CBIZ." The Company's principal executive offices are located at 10055 Sweet
Valley Drive, Valley View, Ohio 44125, and its telephone number is (216)
447-9000.

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RISK FACTORS

Prospective purchasers of the Shares should carefully evaluate all of the
information contained and incorporated by reference in this Prospectus and any
accompanying Prospectus Supplement and, in particular, the following before
making an investment in the Shares.

ACQUISITION STRATEGY RISKS

The Company intends to continue to grow significantly through the
acquisition of additional strategic and complementary businesses. However, there
can be no assurance that the Company will be able to identify appropriate
acquisition candidates or, to the extent identified, acquire such additional
businesses. In addition, the Company expects to face competition for acquisition
candidates, which may limit the number of appropriate acquisition opportunities
and may lead to higher acquisition prices. Furthermore, acquisitions involve a
number of special risks, including possible adverse effects on the Company's
operating results, diversion of management's attention, failure to retain key
personnel of the acquired business and risks associated with unanticipated
events or liabilities, some or all of which could have a material adverse effect
on the Company's business, financial condition and results of operations. As a
result, there can be no assurance that businesses acquired in the future will
achieve anticipated revenues and earnings. See "Business -- Strategy" and
"-- Acquisition Program."

FINANCING OF ACQUISITIONS

The timing, size and success of the Company's acquisition efforts and the
associated capital commitments cannot be readily predicted. The Company
currently intends to finance future acquisitions by using shares of its Common
Stock for a significant portion of the consideration to be paid. In the event
that the Common Stock does not maintain a sufficient market value, or potential
acquisition candidates are otherwise unwilling to accept Common Stock as part of
the consideration for the sale of their businesses, the Company may be required
to utilize more of its cash resources, if available, in order to maintain its
acquisition program. If the Company does not have sufficient cash resources, its
growth could be limited unless it is able to obtain additional capital through
debt or equity financing. The Company has established a bank line of credit and
intends to maintain a universal shelf registration to fund its working capital
and acquisition needs; however, there can be no assurance that the Company will
be able to maintain the line of credit, access the public securities markets or
obtain other financing for its acquisition program on terms that the Company
deems acceptable. See "Management's Discussion and Analysis of Results of
Operations -- Liquidity and Capital Resources."

ABILITY TO MANAGE GROWTH

The Company's business has grown significantly in size and complexity over
the past year, placing significant demands on the Company's management, systems,
internal controls, and financial and physical resources. In order to meet such
demands, the Company intends to continue to hire new employees and invest in new
equipment and make other capital expenditures. In addition, the Company expects
that it will need to further develop its financial and managerial controls and
reporting systems and procedures to accommodate any future growth. Failure to
expand any of the foregoing areas in an efficient manner could have a material
adverse effect on the Company's business, financial condition and results of
operations. The Company is currently in the process of integrating recent
acquisitions with the Company's business and, in doing so, will need to manage
various businesses and their employees in geographically diverse areas. There
can be no assurance that the Company can successfully integrate any acquired
business into the Company without substantial costs, delays or other operational
or financial problems. Moreover, any inability to manage growth effectively
could have a material adverse effect on the Company's business, financial
condition and results of operations. See "Management's Discussion and Analysis
of Results of Operations" and "Management."

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RISKS RELATED TO INTANGIBLE ASSETS

Recent acquisitions have resulted in significant increases in goodwill and
other intangible assets, and the Company anticipates that such increases will
continue as a result of future acquisitions. Net identifiable intangible assets,
which include customer lists, employee lists and covenants not to compete,
acquired in the acquisitions were approximately $1.2 million at September 30,
1997, representing less than 1% of the Company's total assets. Net identifiable
intangible assets are recorded at fair value on the date of acquisition and are
being amortized over periods ranging from three to 10 years. Goodwill, which
relates to the excess of cost over the fair value of net assets of businesses
acquired, was approximately $55 million at September 30, 1997, representing
approximately 23% of the Company's total assets. The Company amortizes goodwill
on a straight line basis for periods not exceeding 30 years. There can be no
assurance that the value of intangible assets will ever be realized by the
Company. On an ongoing basis, the Company makes an evaluation of whether events
and circumstances indicate that all or a portion of the carrying value of
intangible assets may no longer be recoverable, in which case an additional
charge to earnings may be necessary. Although at September 30, 1997 the net
unamortized balance of intangible assets is not considered to be impaired, any
future determination requiring the write-off of a significant portion of
unamortized intangible assets could have a material adverse effect on the
Company's business, financial condition and results of operations. See
"Management's Discussion and Analysis of Results of Operations."

RISKS ASSOCIATED WITH PROFESSIONAL SERVICE PROVIDERS

The Company's employee benefits and pension administration and tax services
are subject to various risks resulting from errors and omissions in processing
and filing benefit and pension plan forms and tax returns in accordance with
governmental regulations and the respective plans. The Company processes data
received from employees and employers and may be subject to penalties for any
late or misfiled plan forms or tax returns. There can be no assurance the
Company's insurance for such penalties will be adequate. In addition, failure to
properly file plan forms or tax returns could have a material adverse effect on
the Company's reputation and adversely affect its relationships with existing
clients and its ability to gain new clients. The Company's employee benefits and
pension administration and tax services are also dependent upon government
regulations, which are subject to continuous change that could reduce or
eliminate the need for such services. In addition, the Company's other
professional business services, including accounting, valuation and financial
planning, entail an inherent risk of professional malpractice and other similar
claims.

The Company maintains errors and omissions insurance coverage that it
believes will be adequate both as to risks and amounts. Although Management
believes its insurance coverage amounts are adequate, there can be no assurance
that the Company's actual future claims will not exceed the coverage amounts. If
the Company experiences a large claim on its insurance, the rates for such
insurance may increase. The Company's ability to incorporate such increases into
service fees to clients could be constrained by contractual arrangements with
clients. As a result, such insurance rate increases could have a material
adverse effect on the Company's business, financial condition and results of
operations. See "Business -- Company Services."

COMPETITION

The outsourced business services industry has been highly competitive in
recent years. This has resulted in the consolidation of many companies and
strategic alliances across industry lines. Competition is particularly acute
among small and medium sized providers because larger providers or strategic
alliances with larger providers can create service and price distortions in the
market place. The Company competes with these large providers, in-house employee
services departments, local outsourcing companies and independent consultants.
In addition, the Company may also compete with marketers of related services and
products that may offer outsourced business services in the future. In recent
years, competition in the specialty insurance industry has lead to the
consolidation of some of the industries' largest companies. Competition is
particularly acute among smaller, specialty carriers like the Company because
the market niches exploited by the Company are small and can be penetrated by a
larger carrier that elects to cut prices or expand coverage.

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The Company has also experienced, and expects to continue to experience,
competition from new entrants into its markets. Increased competition could
result in pricing pressures, loss of market share and loss of clients, any of
which could have a material adverse effect on the Company's business, financial
condition and results of operations. Many of the Company's competitors have
longer operating histories and significantly greater financial, technical,
marketing and other resources than the Company, including name recognition with
current and potential customers. Accordingly, new competitors or alliances among
competitors may emerge and rapidly acquire significant market share. There can
be no assurance that the Company will be able to compete successfully against
current and future competitors, or that competitive pressure faced by the
Company will not have a material adverse effect on its business, financial
condition and results of operations. See "Business -- Industry Background" and
"-- Competition."

NEED TO ATTRACT AND RETAIN EXPERIENCED PERSONNEL

The Company's success depends to a significant degree on its ability to
attract and retain experienced employees. There is substantial competition for
experienced personnel, which the Company expects to continue. Many of the
companies with which the Company competes for experienced personnel have greater
financial and other resources than the Company. In the future, the Company may
experience difficulty in recruiting and retaining sufficient numbers of
qualified personnel. The inability of the Company to attract and retain
experienced personnel could have a material adverse effect on its business,
financial condition and results of operations. See "Business -- Strategy."

DEPENDENCE ON KEY PERSONNEL

The Company depends and will continue to depend in the foreseeable future
on the services of its executive officers and key employees with extensive
experience and expertise in the outsourced business services industry. The
ability of the Company to retain its officers and key employees is important to
the success of the Company. The loss of key personnel, whether by resignation or
otherwise, could have a material adverse effect on the Company. The Company does
not maintain key personnel insurance on any of its officers or employees. See
"Management."

RELIANCE ON INFORMATION PROCESSING SYSTEMS

The Company's business depends, in part, upon its ability to store,
retrieve, process, and manage significant databases and periodically to expand
and upgrade its information processing capabilities. Interruption or loss of the
Company's information processing capabilities through loss of stored data,
security breach, breakdown or malfunction of computer equipment or software
systems, telecommunications failure, conversion difficulties, or damage to the
Company's computer equipment or software systems could have a material adverse
effect on the Company. There can be no assurance that the precautions the
Company has taken to protect itself from or minimize the impact of such events
will be adequate. Any damage to the Company's data information processing
system, failure of telecommunications links or breach of the security of the
Company's computer systems could result in an interruption of the Company's
operations or other loss which may not be covered by the Company's insurance.
Any such event could have a material adverse effect on the Company's business,
financial condition and results of operations. The Company has reviewed and
continues to review its computer equipment and software systems with regard to
"Year 2000" problems. The Company has formulated a plan and methodology for
addressing "Year 2000" problems and is currently implementing such plan. "Year
2000" problems, if they were to occur, could have a material adverse effect on
the Company's business, financial condition and results of operations. See
"Business -- Company Services."

INADEQUATE PRICING RISK OF INSURANCE

The primary risk of any insurance carrier is the risk of inadequate
pricing, which is a problem that manifests itself in the form of an unexpectedly
high level of claims after policy issuance. The Company utilizes a variety of
actuarial and qualitative methods to set price levels. Ultimately, however,
pricing depends upon an evaluation of prior experience as a predictor of future
experience. Events or trends that have not occurred in the past may not be
anticipated for the future and, therefore, could result in inadequate pricing
leading to

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elevated levels of losses. Such losses, if they were to occur, could have a
material adverse effect on the Company's business, financial condition and
results of operations. See "Management's Discussion and Analysis of Results of
Operations."

UNANTICIPATED LOSSES DUE TO INADEQUATE RESERVE ESTIMATES

When claims are made, the ultimate amount of liability cannot be determined
until claims are paid to the satisfaction of the insured or until litigation
finally determines liability in disputed cases. Since the process of litigation
and settlement can continue for years, the Company can only assess its ultimate
liability (and the ultimate expense of litigating disputed issues) by
estimation. These estimates, or reserves for losses and loss adjustment expense
(which, as of September 30, 1997, were approximately $49 million), are, like
prices, determined by a variety of actuarial and qualitative methods based on
prior experience. There can be no assurance that such reserves will be
sufficient to cover the ultimate liabilities of the Company for policy and bond
exposures. See "Selected Consolidated Financial Data."

The Company uses a reserving system which it believes will enable it to
meet claims obligations. Due to the nature of some of the coverages written,
claims may be presented which may not be settled for many years after they are
incurred; thus, subjective judgments as to the ultimate exposure to losses are
an integral and necessary component of the loss reserving process. The Company
regularly reviews reserves, using a variety of statistical and actuarial
techniques to analyze current claim costs, frequency and severity data, and
prevailing economic, social and legal factors. Reserves established in prior
years are adjusted as dictated by changes in loss experience and as new
information becomes available. An integral part of the reserve policy of the
Company includes a reserve for incurred but not reported ("IBNR") losses. There
can be no assurance that the assumptions upon which reserves are based are valid
or will be valid in the future. To help assure the adequacy of its IBNR reserves
and individual case reserves, the Company submits to an annual review by
professional actuaries who test reserve adequacy with a variety of sophisticated
mathematical models. In recent years, such actuaries have certified that reserve
levels of the Company are adequate. There can be no assurance, however, that the
modeling techniques of these actuaries will correctly forecast the adequacy of
the Company's reserves. The inadequacy of the Company's insurance reserves may
result in unanticipated losses which could have a material adverse effect on its
business, financial condition and results of operations. See "Management's
Discussion and Analysis of Results of Operations."

CHANGE IN GOVERNMENTAL REGULATION

The Company is affected by legislative law changes with respect to its
provision of payroll, employee benefits and pension plan administration, tax,
accounting and workers' compensation design and administration services.
Legislative changes may expand or contract the types and amounts of business
services that are required by individuals and businesses. There can be no
assurance that future laws will provide the same or similar opportunities to
provide business consulting and management services to individuals and
businesses that are provided today by existing laws.

The Company is also affected by both judicial and legislative law changes
with respect to its specialty insurance business. Judicial expansion of terms of
coverage can increase risk coverage beyond levels contemplated in the
underwriting and pricing process. In addition, surety bond coverages that are
established by statute may be adversely affected by legislative or
administrative changes of law. When government agencies change the threshold for
requiring surety, the demand for surety bonds is directly affected. An increase
in the threshold for requiring surety could have a material adverse effect on
the Company's business, financial condition and results of operations.

INADEQUATE REINSURANCE PROTECTION OF INSURANCE LIABILITIES

The Company depends heavily on reinsurers to assume a substantial portion
of the exposures underwritten by it. Failure by one or more reinsurers (who are
assuming risks from many sources over which the Company has no control) could
have a material adverse effect on the Company's performance, since the Company
would then be obligated to pay all or a portion of the failed reinsurer's
portion of losses. Moreover,

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the adequacy of reinsurance (even assuming the solvency of all reinsurers) is a
matter of estimation. As with pricing and reserving, procurement of reinsurance
is premised upon assumptions about the future based upon past experience.
Unanticipated events or trends could produce losses inadequately covered by
reinsurance which could have a material adverse effect on the Company's
business, financial condition and results of operations.

MARKET REVERSES IN INVESTED ASSET PORTFOLIO

Investment of the Company's assets is critical to the maintenance of the
Company's solvency and profitability. The Company maintains a policy of
investing primarily in debt instruments of government agencies and corporate
entities with quality ratings of A or better, and diversifying investments
sufficiently to minimize the risk of a substantial reverse or default in any one
investment. These policies are articulated by a written policy statement and
overseen by a formal investment committee of senior Company officials. The
Company also employs professional investment advisers to counsel it on matters
of policy as well as individual investment transactions, although these advisers
have no discretionary authority to deploy the Company's assets. Notwithstanding
these measures, an aggregation of serious reverses or defaults in the investment
portfolio could have a material adverse effect on the Company's business,
financial condition and results of operations.

VOLATILITY OF TRADING PRICE

The quoted price of the Common Stock could fluctuate widely in response to
variations in the Company's quarterly operating results, changes in earnings
estimates by securities analysts, changes in the Company's business and changes
in general market or economic conditions. In addition, in recent years, the
stock market has experienced extreme price and volume fluctuations which have
significantly affected the quoted prices of the securities of many growth
companies without regard to their specific operating performance. Such market
fluctuations could have a material adverse effect on the quoted price of the
Common Stock. See "Price Range of Common Stock."

CONTROL BY EXISTING STOCKHOLDERS

As of December 1, 1997, the Company's executive officers, directors and
principal stockholders beneficially owned an aggregate of 37,413,088 shares of
Common Stock of the Company (including shares that may be acquired upon exercise
of options or warrants within 60 days after the date of this Prospectus),
constituting approximately 63.5% of the outstanding shares of Common Stock. In
addition, as of said date, Messrs. DeGroote and Huizenga beneficially owned an
aggregate of 22,691,556 shares of Common Stock of the Company (including shares
that may be acquired upon exercise of options or warrants within 60 days after
the date of this Prospectus), constituting approximately 42.4% of the
outstanding shares of the Common Stock. Accordingly, such persons are in a
position to have significant influence with regard to or control actions that
require the consent of the holders of a majority of the Company's outstanding
voting stock, including the election of directors. See "Principal Stockholders."

ANTI-TAKEOVER EFFECT OF DELAWARE GENERAL CORPORATION LAW

Certain provisions of the Delaware General Corporation Law may discourage
takeover attempts that have not been approved by the Board of Directors. See
"Description of Capital Stock."

POSSIBLE DEPRESSING EFFECT OF FUTURE SALES OF THE COMPANY'S COMMON STOCK

Future sales of Common Stock, or the perception that such sales could
occur, could adversely affect the market price of the Company's Common Stock.
There can be no assurance as to when, and how many of, the Shares will be sold
and the effect such sales may have on the market price of the Company's Common
Stock. As of December 1, 1997, the Company has registered for sale, from time to
time on a continuous basis under shelf registration statements, by certain
selling stockholders, an aggregate of 37,498,881 shares of the Company's Common
Stock. In addition to the shares registered pursuant to the Registration
Statement of

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which this Prospectus is a part, the Company intends to register pursuant to a
universal shelf registration statement an aggregate of $125 million of the
Company's Common Stock, debt securities and warrants to purchase Common Stock or
debt securities to be offered from time to time to the public. In addition,
21,345,296 shares of the Company's Common Stock, which include shares issuable
upon the exercise of warrants, remain subject to various lock-up agreements. The
terms of such lock-up agreements will expire with respect to 14,710,125 of such
shares by December 31, 1998, and the Company is obligated to register such
shares under the Securities Act for resale from time to time. Such securities
may or may not be subject to resale restrictions in accordance with the
Securities Act and the regulations promulgated thereunder. As such restrictions
lapse or if such shares are registered for sale to the public, such securities
may be sold to the public. In the event of the issuance and subsequent resale of
a substantial number of shares of the Company's Common Stock, or a perception
that such sales could occur, there could be a material adverse effect on the
prevailing market price of the Company's Common Stock.

NO DIVIDENDS

The payment and level of dividends on Common Stock are subject to the
discretion of the Board of Directors of the Company. The payment of dividends
will depend upon business decisions that will be made by the Board of Directors
of the Company from time to time based upon the results of operations and
financial condition of the Company and its subsidiaries and such other
considerations as the Board of Directors considers relevant. In addition, the
Company's credit facility contains restrictions on the Company's ability to pay
dividends. Since April 27, 1995, the Company has not paid cash dividends on its
Common Stock, and the Company's Board of Directors does not anticipate paying
cash dividends in the foreseeable future. The Company currently intends to
retain future earnings to finance the ongoing operations and growth of the
business. See "Dividend Policy."

FORWARD-LOOKING STATEMENTS

This Prospectus includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. All
statements other than statements of historical fact included in this Prospectus,
including without limitation, statements under "Prospectus Summary,"
"Management's Discussions and Analysis of Financial Condition and Results of
Operations" and "Business" regarding the Company's financial position, business
strategy and plans and objectives for future operations are forward-looking
statements. These forward-looking statements are commonly identified by the use
of such terms and phrases as "intends," "estimates," "expects," "projects,"
"anticipates," "foreseeable future," "seeks," "believes," and "scheduled" and,
in many cases, are followed by a cross-reference to "Risk Factors" or this
Section. Although the Company believes that the assumptions upon which such
forward-looking statements are based are reasonable, it can give no assurance
that such assumptions will prove to be correct. Important factors that could
cause actual results to differ materially from the Company's expectations
("Cautionary Statements") are disclosed under "Risk Factors" and elsewhere in
this Prospectus. All forward-looking statements in this Prospectus are expressly
qualified by the Cautionary Statements.

ACQUISITION TERMS

The Shares covered by this Prospectus may be issued from time to time by
the Company on the completion of acquisitions of assets, businesses or
securities, or the conversion of or payment of interest on convertible
securities issued in connection with such acquisitions of other businesses or
properties.

It is expected that the terms of acquisitions involving the issuance of the
Shares covered by this Prospectus will be determined by direct negotiations with
the owners or controlling persons of the assets, businesses or securities to be
acquired, and that the Shares issued will be valued at prices reasonably related
to the market price of the Common Stock either at the time an agreement is
entered into concerning the terms of the acquisition or at or about the time the
Shares are delivered. No underwriting discounts or commissions will be paid,
although finder's fees may be paid in connection with certain acquisitions. Any
person receiving such fees may be deemed to be an "underwriter" within the
meaning of the Securities Act, and any profit on the

9
<PAGE> 11

resale of shares of Common Stock purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.

PRICE RANGE OF COMMON STOCK

The Common Stock of the Company is quoted on The Nasdaq National Market
under the symbol "IASI." The following table sets forth the range of high and
low bid prices of the Common Stock of the Company as reported on The Nasdaq
National Market for the periods indicated. Prior to April 27, 1995, the day on
which the Common Stock of the Company was first publicly traded, there was no
public market for the Common Stock of the Company. The following prices have
been adjusted for the Company's July 1996 two for one stock split.

<TABLE>
<CAPTION>
HIGH LOW
------ -----
<S> <C> <C>
1995
Second Quarter (beginning April 27, 1995)................. $ 2.25 $1.25
Third Quarter............................................. 4.00 1.81
Fourth Quarter............................................ 2.31 1.56
1996
First Quarter............................................. $ 1.69 $1.25
Second Quarter............................................ 20.88 1.44
Third Quarter............................................. 18.75 4.75
Fourth Quarter............................................ 12.75 7.50
1997
First Quarter............................................. $15.13 $9.88
Second Quarter............................................ 11.50 7.88
Third Quarter............................................. 11.75 7.88
Fourth Quarter (through December 8, 1997)................. 15.25 8.75
</TABLE>

On December 8, 1997, the closing sale price of the Company's Common Stock
as quoted on The Nasdaq National Market was $13.6875 per share. As of November
19, 1997, the Company had 5,616 holders of record of its Common Stock.

DIVIDEND POLICY

The Company's credit facility contains restrictions on the Company's
ability to pay dividends. Since April 27, 1995, Company has not declared or paid
any cash dividends on its capital stock. The Company currently intends to retain
its earnings, if any, for use in its business and does not anticipate paying any
cash dividends in the foreseeable future.

10
<PAGE> 12

SELECTED CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

The information presented below should be read in conjunction with the
Consolidated Financial Statements of the Company and the notes thereto and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," included or incorporated by reference elsewhere in this Prospectus.
As a result of its change in focus to becoming a premier provider of outsourced
business services to small and medium sized companies, its acquisitions of
service-providing companies and the disposal of its environmental operations,
the Company believes its historical results of operations for the periods
presented are not directly comparable. In addition, management believes that the
Company's historical results of operations may not be consistent with its future
performance.

The selected data presented below under the captions "Statements of Income
Data" and "Balance Sheet Data" for, and as of the end of, each of the years in
the three year period ended December 31, 1996, are derived from the consolidated
and combined financial statements of the Company and its subsidiaries, which
financial statements have been audited by the Company's independent certified
public accountants. The consolidated and combined financial statements as of
December 31, 1996 and 1995, and for each of the years in the three year period
ended December 31, 1996, and the report thereon, are incorporated by reference
elsewhere in this Prospectus.

The selected data presented below for the nine-month periods ended
September 30, 1996 and 1997, are derived from the unaudited consolidated
financial statements of the Company and its subsidiaries incorporated by
reference elsewhere in this Prospectus.

<TABLE>
<CAPTION>
NINE MONTHS
ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
--------------------------- -----------------
1994(1) 1995(1) 1996 1996 1997
------- ------- ------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
STATEMENTS OF INCOME DATA:
Revenues:
Business services fees and commissions:................... $ -- $ -- $ 1,606 $ 1,426 $33,482
Specialty insurance services (regulated):
Premiums earned......................................... 23,368 26,962 27,743 19,607 26,791
Net investment income................................... 2,477 3,341 3,564 2,523 3,135
Net realized gain on investments........................ 80 166 1,529 1,098 3,026
Other income............................................ 1,385 470 1,327 1,401 157
------- ------- ------- ------- -------
Total revenues...................................... 27,310 30,939 35,769 26,055 66,591
------- ------- ------- ------- -------
Expenses:
Operating expenses........................................ -- -- 1,107 1,281 26,561
Losses and loss adjustment expenses....................... 12,494 15,117 17,624 12,892 15,616
Policy acquisition expenses............................... 5,428 7,774 7,699 5,423 7,082
General and administrative expenses....................... -- -- 302 -- 2,852
Depreciation and amortization expenses.................... -- -- 270 255 1,372
Other expenses............................................ 4,544 3,157 2,705 2,508 1,820
------- ------- ------- ------- -------
Total expenses...................................... 22,466 26,048 29,707 22,359 55,303
------- ------- ------- ------- -------
Income from continuing operations before interest income and
income tax expense........................................ 4,844 4,891 6,062 3,696 11,288
Net interest income (expense)(2)............................ -- -- -- -- 870
Income from continuing operations before income tax
expense................................................... 4,844 4,891 6,062 3,696 12,158
Income tax expense.......................................... 1,344 1,422 1,640 1,431 4,401
Income from continuing operations........................... 3,500 3,469 4,422 2,265 7,757
------- ------- ------- ------- -------
Loss from discontinued operations........................... -- -- (38) -- (663)
Net Income.................................................. $3,500 $3,469 $ 4,384 $ 2,265 $ 7,094
======= ======= ======= ======= =======
Primary and fully diluted net income per share -- continuing
operations................................................ $ 0.20 $ 0.20 $ 0.21 $ 0.12 $ 0.18
Primary and fully diluted loss per share -- discontinued
operations................................................ -- -- -- -- (0.01)
Primary and fully diluted net income per share.............. $ 0.20 $ 0.20 $ 0.21 $ 0.12 $ 0.17
Weighted average common and common share equivalents,
primary and fully diluted................................. 16,956 16,956 32,213 16,956 52,931
</TABLE>

11
<PAGE> 13

<TABLE>
<CAPTION>
AS OF DECEMBER 31, AS OF
------------------ SEPTEMBER 30,
1995 1996 1997
------- ------- -------------
(UNAUDITED)
<S> <C> <C> <C>
BALANCE SHEET DATA:
Total investments........................................... $58,214 $68,649 $ 77,897
Cash and cash equivalents................................... 2,694 39,874 21,170
Total assets................................................ 86,735 167,330 240,568
Notes payable and capitalized leases........................ 47 3,211 5,196
Losses and loss expenses payable............................ 37,002 41,099 49,272
Unearned premiums........................................... 15,636 18,637 26,772
Stockholders' equity........................................ 26,768 91,322 125,638
</TABLE>

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

(1) Fees and expenses generated by Century Surety Agency are not meaningful for
this presentation.

(2) Does not include investment income associated with the Company's specialty
insurance services.

12
<PAGE> 14

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

The following should be read in conjunction with the documents incorporated
herein by reference and made a part of this Prospectus. See "Incorporation of
Certain Documents by Reference."

OVERVIEW

IASI is a leading provider of outsourced business services, including
specialty insurance services, to small and medium sized companies throughout the
United States. The Company provides integrated services in the following areas:
accounting systems, advisory and tax; employee benefits design and
administration; human resources; information technology systems; payroll;
specialty insurance; valuation; and workers' compensation. These services are
provided through a network of over 65 Company offices in 25 states, as well as
through its subsidiary Comprehensive, a franchisor of accounting services with
approximately 250 franchisee offices located in 40 states. As of December 9,
1997, the Company served approximately 60,000 clients, of which approximately
24,000 were served through the Comprehensive franchisee network. Management
estimates that its clients employ over 800,000 employees, including 240,000
employed by clients of the Comprehensive franchise network.

The Company was incorporated under Delaware law on June 16, 1987 under the
name Stout Associates, Inc. and primarily supplied hazardous waste services. The
Company was acquired by Republic Industries, Inc. ("RII") in 1992. RII effected
a spin-off of the Company's operations through a distribution of the Company's
stock to the stockholders of RII in April 1995. At such time, the Company was
named "Republic Environmental Services, Inc." and was traded on the Nasdaq
National Market under the symbol "RESI." In June 1996, the Company began trading
under the symbol "IASI" in anticipation of its "reverse merger" with Century
Surety Company and Commercial Surety Agency, Inc. (collectively, the "Century
Group"), which ultimately resulted in a change of its name to "International
Alliance Services, Inc." The name change signaled a new direction for the
Company away from hazardous waste. In furtherance of its strategic redirection
towards business services, the Company successfully divested its hazardous waste
operations in two separate transactions completed in July and September 1997.
Effective December 31, 1997, the name of the Company will be changed to "Century
Business Services, Inc.", and the symbol of the Company will be changed to
"CBIZ", indicating the Company's focus on becoming a premier provider of
outsourced business services to small and medium sized companies. See
"-- Liquidity and Capital Resources."

ACQUISITIONS

Pursuant to a strategic redirection of the Company initiated in November
1996, the Company began its acquisition program to expand its operations rapidly
in the outsourced business services industry from its existing specialty
insurance platform. From November 1996 through September 30, 1997, the Company
acquired the businesses of 23 companies representing over $90 million in
revenues. The majority of these acquisitions have been accounted for under the
purchase method of accounting. The Company anticipates future significant
acquisitions will be accounted for, when possible, under the pooling of
interests method of accounting. Recent acquisitions have resulted in significant
increases in goodwill and other intangible assets, and the Company anticipates
that such increases will continue as a result of future acquisitions. Net
identifiable intangible assets, which include customer lists, employee lists and
covenants not to compete, acquired in the acquisitions were approximately $1.2
million at September 30, 1997, representing less than 1% of the Company's total
assets. Net identifiable intangible assets are recorded at fair value on the
date of acquisition and are being amortized over periods ranging from three to
10 years. Goodwill, which relates to the excess of cost over the fair value of
net assets of businesses acquired, was approximately $55 million at September
30, 1997, representing approximately 23% of the Company's total assets. The
Company amortizes goodwill on a straight line basis for periods not exceeding 30
years.

The Company has completed from October 1, 1997 through December 9, 1997, or
has publicly announced as pending, an additional 20 acquisitions representing
over $78 million in revenues. These acquisitions are not included in the results
of operations for the nine month period ended September 30, 1997.

13
<PAGE> 15

The Company believes that substantial additional acquisition opportunities exist
in the outsourced business services industry. See "Business -- Acquisition
Program."

DIVESTITURES

In July 1997, the Company sold the majority of its environmental services
business, and in September 1997, it sold its remaining environmental operations.
Taken together, these transactions for cash and notes approximated the net book
value of the assets sold. The Company's contingent liability is limited to $1.5
million in connection with such divestitures. Management does not believe the
Company will experience a loss in connection with such contingencies.

COMPARABILITY OF HISTORICAL RESULTS

As a result of the Company's change in focus to becoming a premier provider
of outsourced business services to small and medium sized companies, its
acquisitions of service-providing companies, and the sale of its environmental
operations, the Company believes its historical results of operations for the
periods presented are not directly comparable. In addition, management believes
that the Company's historical results of operations may not be consistent with
its future performance.

RESULTS OF OPERATIONS

Revenues

Revenues represent the consolidated operating results from the Company's
outsourced business services, including its specialty insurance services. The
Company anticipates that revenues from its specialty insurance services will
become a smaller percentage of the Company's total revenues as the revenues from
its other business services grow more quickly. For example, for the three months
ended March 31, June 30, and September 30, 1997, the percentage of Company
revenues represented by specialty insurance services was 64%, 51% and 44%,
respectively. For these three month periods, all non-regulated revenues
generated from the specialty insurance services segment have been reclassified
in the business services segment.

Revenues from the Company's discontinued environmental services operations
are not included for any of the periods presented. See " -- Income (Loss) from
Discontinued Operations."

Revenues for the Company consist of fees and commissions, premiums earned,
net investment income and net realized gain on investments. Fees and commissions
represent fees received by the Company for providing outsourced business
services other than regulated specialty insurance services. Premiums earned
represent policy proceeds received by the Company for providing insurance
policies and surety bonds through its regulated specialty insurance services.
Premiums earned are recognized as revenue in proportion to the insurance
coverage provided, which is generally ratable over the terms of the policies.
Net investment income represents interest earned on investments of the assets
associated with regulated specialty insurance services. Net realized gain on
investments represents realized gains on the sale of assets associated with
regulated specialty insurance services.

In October 1997, the Company acquired Comprehensive, a franchisor of
outsourced business services with approximately 250 franchisee offices in 40
states. Comprehensive generates its revenues through fees charged to its
franchisees. In addition, Comprehensive intends to cross-market the Company's
broad array of services, and fees earned by the Company as a result of such
cross-marketing will be included in the Company's revenues. Franchisees of
Comprehensive earn fees from the Company for facilitating the provision of these
services. The acquisition of Comprehensive was subsequent to September 30, 1997;
therefore, its results have not yet been included in the Company's financial
statements.

Expenses

Expenses for the Company consist of operating expenses, losses and loss
adjustment expenses, policy acquisition expenses, general and administrative
expenses, and depreciation and amortization expenses. Operating expenses are
primarily personnel and occupancy costs associated with the Company's outsourced

14
<PAGE> 16

business services other than specialty insurance services. Losses and loss
adjustment expenses relate primarily to actual and estimated losses associated
with claims paid under insurance policies written by the Company. Policy
acquisition expenses, which consist of commissions paid to sales agents and
brokers relating to selling insurance policies, premium taxes paid to states and
certain underwriting expenses that vary with and are primarily related to policy
production, are deferred and amortized ratably over the policy term. General and
administrative expenses consist primarily of personnel costs, fees and
commissions and other overhead costs for finance and corporate services.
Depreciation and amortization expenses relate primarily to the amortization of
goodwill associated with acquisitions.

Net Interest Income (Expense)

Interest income relates primarily to interest received by the Company on
its cash and cash equivalents. Interest expense relates primarily to interest
paid by the Company associated with its debt obligations. Neither category
includes interest associated with the assets of the Company's regulated
specialty insurance services.

Loss from Discontinued Operations

The Company sold its environmental services operations in two separate
transactions in July and September 1997. The loss from discontinued operations
for the nine months ended September 30, 1997 was $663,000, net of a tax benefit
of $316,000.

NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1996

Revenues

Revenues increased to $66.6 million for the nine month period ended
September 30, 1997 from $26.1 million for the comparable period in 1996,
representing an increase of $40.5 million, or 155%. The increase was primarily
attributable to increases in fees and commissions and increases in premiums
earned. Fees and commissions increased to $33.5 million for the nine month
period ended September 30, 1997 from $1.4 million for the comparable period in
1996. The increase was primarily attributable to the acquisitions completed
after the period ended September 30, 1996. Due to the majority of recent
acquisitions having been accounted for under the purchase method, the Company's
consolidated financial statements give effect to such acquisitions only after
their respective acquisition dates.

Premiums earned increased to $26.8 million for the nine month period ended
September 30, 1997 from $19.6 million for the comparable period in 1996,
representing an increase of $7.2 million, or 37%. Gross written premiums
increased to $46.5 million for the nine month period ended September 30, 1997
from $31.9 million for the comparable period in 1996, representing an increase
of $14.6 million, or 46%. Net written premiums increased to $30.2 million for
the nine month period ended September 30, 1997 compared to $23.1 million for the
comparable period in 1996, representing an increase of $7.1 million, or 31%.
These increases were primarily attributable to the growth in general liability
premiums.

Net investment income increased to $3.1 million for the nine month period
ended September 30, 1997 from $2.6 million for the comparable period in 1996,
representing an increase of $0.5 million, or 19%. This increase was attributable
to an increase in the annualized return on investments to approximately 5.7% for
the nine month period ended September 30, 1997 from 5.3% for the comparable
period in 1996 and to an increase in the average investments outstanding to $77
million for the nine month period ended September 30, 1997 from $64 million for
the comparable period in 1996.

Net realized gain on investments increased to $3.1 million for the nine
month period ended September 30, 1997 from $1.1 million for the comparable
period in 1996, representing an increase of $2.0 million, or 182%. This increase
was primarily due to increased sales of equity securities.

Other income decreased to $157,000 for the nine month period ended
September 30, 1997 from $1.4 million for the comparable period in 1996,
representing a decrease of $1.3 million. The decrease was primarily attributable
to non-recurring income realized in the three month period ended March 31, 1996.

15
<PAGE> 17

Expenses

Total expenses increased to $55.3 million for the nine month period ended
September 30, 1997 from $22.4 million for the comparable period in 1996,
representing an increase of $32.9 million. Such increase was primarily
attributable to the increase in operating expenses, which reflects the impact of
the Company's acquisitions made in 1997. As a percentage of revenues, total
expenses decreased to 83% for the nine month period ended September 30, 1997
from 86% for the comparable period of 1996. This decrease was primarily
attributable to the spread of total expenses over higher revenues.

Operating expenses for the business services operations increased to $26.6
million for the nine month period ended September 30, 1997 from $1.3 million for
the comparable period in 1996, representing an increase of $25.3 million. Such
increase was attributable to business services acquisitions in late 1996 and in
1997. As a percentage of fees and commissions, operating expenses decreased to
79% for the nine month period ended September 30, 1997 from 93% for the
comparable period in 1996. This decrease was primarily attributable to the
spread of operating expenses over higher revenues.

Loss and loss adjustment expenses increased to $15.6 million for the nine
month period ended September 30, 1997 from $12.9 million for the comparable
period in 1996, representing an increase of $2.7 million, or 21%. Such increase
was attributable to the increased premium volume for liability coverages. As a
percentage of premiums earned, loss and loss adjustment expenses decreased to
58% for the nine month period ended September 30, 1997 from 66% for the
comparable period in 1996. Such decrease was the result of claims from prior
years that were settled and paid in 1996 for higher than expected amounts.

Policy acquisition expenses increased to $7.1 million for the nine month
period ended September 30, 1997 from $5.4 million for the comparable period in
1996, representing an increase of $1.7 million, or 31%. The increase corresponds
directly to the increase in premium volume. As a percentage of net written
premiums, policy acquisition expenses were 23% for the nine month periods ended
September 30, 1996 and 1997.

General and administrative expenses increased to $2.8 million for the nine
month period ended September 30, 1997 from zero for the comparable period in
1996. Such increase was attributable to the creation of a corporate function in
the fourth quarter of 1996 that did not exist prior to the reverse merger.
General and administrative expenses represented 4% of total revenues for the
nine month period ended September 30, 1997.

Depreciation and amortization expense increased to $1.4 million for the
nine month period ended September 30, 1997 from $255,000 for the comparable
period in 1996, representing an increase of $1.1 million. The increase is a
result of the increase of goodwill amortization resulting from the 23
acquisitions completed by the Company since September 30, 1996. As a percentage
of total revenues, depreciation and amortization expense increased to 2% for the
nine month period ended September 30, 1997 from 1% for the comparable period in
1996. Such increase was attributable to the implementation of the Company's
acquisition strategy.

Other expenses decreased to $1.8 million for the nine month period ended
September 30, 1997 from $2.5 million for the comparable period in 1996,
representing a decrease of $0.7 million. Such decrease was primarily
attributable to the return of certain ceding commissions, which are calculated
based on historical experience in relation to certain reinsurance contracts. The
inclusion of the return of ceding commissions as an other expense item conforms
to insurance industry standards. As a percentage of net written premiums, other
expenses decreased to 6% for the nine month period ended September 30, 1997 from
11% for the comparable period in 1996. Such decrease reflects the positive
impact of the ceding commissions.

Net Interest Income (Expense)

Net interest income increased to $0.9 million for the nine month period
ended September 30, 1997 from zero for the comparable period in 1996. Such
increase was attributable to the increase in cash and cash equivalent balances
for the Company's non-insurance entities acquired or established after September
30, 1996.

16
<PAGE> 18

Income Tax Expense

Income tax expense increased to $4.4 million for the nine month period
ended September 30, 1997 from $1.4 million for the comparable period in 1996,
representing an increase of $3.0 million. The estimated effective tax rate for
the nine month periods ended September 30, 1997 and 1996 was approximately 36%
and 38%, respectively. The change in the effective tax rate was primarily due to
quarterly timing differences in the Company's specialty insurance business.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities decreased to $4.8 million for the
nine month period ended September 30, 1997 from $9.2 million for the comparable
period in 1996. The decrease in cash flows is due to the changes in assets and
liabilities on new subsidiaries on a post-acquisition basis.

Cash used in investing activities increased to $27.6 million for the nine
month period ended September 30, 1997 from $7.2 million for the comparable
period in 1996. Cash used in investing activities was primarily for acquisitions
and the purchase of fixed maturity investments. The Company paid $20.1 million,
net of cash acquired, in connection with the acquisition of the businesses of 21
companies.

Cash provided by financing activities increased to $4.1 million for the
nine month period ended September 30, 1997 from $1.3 million of cash used in
financing activities for the comparable period in 1996. Cash provided by
financing activities for the nine month period ended September 30, 1997 was
primarily attributable to $5.3 million from the issuance of 616,611 Units (as
defined below) in a second closing of the private placement initially closed in
December 1996, $1.1 million from the exercise of options and warrants to
purchase 367,092 shares of Common Stock and $2 million in proceeds from certain
debt, offset by $4.3 million of repayment of bank debt financed through cash
flows from operations.

Capital expenditures increased to $1.1 million for the nine month period
ended September 30, 1997 from $129,000 for the comparable period in 1996. These
expenditures consisted of computer related expenditures and office furniture and
were financed with cash flows from operations. The Company has approximately
$0.5 million in outstanding commitments relating primarily to the buildout of
new office space and expects to finance this expenditure through cash flows from
operations.

From January 1, 1997 through September 30, 1997, the Company acquired the
businesses of 21 companies. These 21 acquisitions represented aggregate annual
revenues of approximately $80 million, with aggregate consideration consisting
of approximately $20.1 million, net of cash acquired, 4,661,569 shares of Common
Stock, warrants to purchase an additional 1,510,000 shares of Common Stock and
assumed debt of $5.1 million. In addition, the Company has completed from
October 1, 1997 through December 9, 1997, or has publicly announced as pending,
an additional 20 acquisitions. The Company believes it can fund the cash portion
of these acquisitions from cash on hand, cash flows from operations and its
credit facility. The Company believes that each of these acquisitions is
consistent with its strategy of entering new markets and expanding in existing
markets. See "Business -- Strategy."

The Company has a $50 million revolving credit facility with Bank of
America, National Trust & Savings Association ("Bank of America"), as Agent. At
September 30, 1997, no amounts were outstanding under such credit facility. The
interest rate under the credit facility is, at the Company's option, either: (a)
the higher of (i) 0.50% per annum above the latest Federal Funds Rate or (ii)
the rate of interest in effect from time to time announced by the Bank of
America, San Francisco, California office as its "reference rate," or (b) a
floating rate based on certain offshore dollar interbank market rates. The
credit facility requires the Company to comply with various affirmative and
negative covenants, including (a) observance of various financial and other
covenants, (b) restrictions on additional indebtedness, (c) restrictions on
dividend payments and (d) restrictions on certain liens, mergers, dispositions
of assets and investments. The Company must also maintain a net worth equal to
the sum of (a) $88 million plus (b) 70% of subsequent net income plus (c) the
proceeds of any equity security offerings.

The capital structure of the Company changed significantly from October
1996 through December 1996. In October 1996, the Company issued 14,760,000
shares of the Company's Common Stock, warrants to

17
<PAGE> 19

purchase an additional 4,200,000 shares of Common Stock in three equal tranches
at exercise prices of $2.625 to $3.875 per share expiring in two to four years
from the date of issuance, and a promissory note in the original principal
amount of $4 million. Concurrently therewith, Michael G. DeGroote (through a
corporation controlled by him) and H. Wayne Huizenga (through an investment
partnership controlled by him) each purchased 2 million shares of the Common
Stock of the Company at $2.625 per share and warrants to purchase 6 million
shares each in three equal tranches at exercise prices of $2.625 to $3.875 per
share expiring in two to four years from the date of issuance for an aggregate
purchase price of $10.5 million.

In December 1996, the Company sold 3,251,888 Units of IASI for $9.00 per
Unit through a private placement. This private placement resulted in net
proceeds of approximately $27.6 million. In addition, in April 1997, the Company
sold 616,611 Units for $9.00 per Unit for net proceeds of $5.3 million through a
second closing of the private placement initially closed in December 1996. Each
"Unit" consisted of one share of Common Stock and one warrant to purchase one
share of Common Stock at an exercise price of $11.00 per share exercisable, in
whole or in part, for a three year period beginning on the date of issuance.

Management believes that the Company's cash on hand, credit facility and
its cash flow from operations will provide sufficient liquidity to fund current
operations and its initial expansion. Depending on the success experienced by
the Company with respect to its acquisition program, the Company may need to
seek additional financing through the public or private sale of equity or debt
securities in order to fund its acquisitions. There can be no assurance that the
Company could secure such additional financing if and when it is needed or on
terms the Company deems acceptable.

SEASONAL VARIATIONS IN OPERATING RESULTS

Certain divisions of the Company regularly experience higher revenues
during varying quarters due to a number of factors, including the seasonality of
tax processing, tax planning, workers' compensation group rating programs and
the seasonal needs for some specialty insurance programs. Due to the combination
of the Company's acquisition program and the inherent seasonality of the
Company's and certain of its acquisition candidates' businesses, the Company's
revenues are difficult to forecast. The Company believes that quarter-to-quarter
comparisons of results of operations are not necessarily meaningful or
indicative of the results that the Company may achieve for any subsequent
quarter or fiscal year. The Company's past operating results should not be
considered a reliable indicator of the Company's future performance.

18
<PAGE> 20

BUSINESS

The following section contains forward-looking statements that involve
risks and uncertainties. The Company's actual results could differ materially
from those anticipated in these forward-looking statements as a result of
certain factors, including those set forth under "Risk Factors" and elsewhere in
this Prospectus. See "Forward-Looking Statements."

OVERVIEW

IASI is a leading provider of outsourced business services to small and
medium sized companies throughout the United States. The Company provides
integrated services in the following areas: accounting systems, advisory and
tax; employee benefits design and administration; human resources; information
technology systems; payroll; specialty insurance; valuation; and workers'
compensation. These services are provided through a network of over 65 Company
offices in 25 states, as well as through its subsidiary Comprehensive, a
franchisor of accounting services with approximately 250 franchisee offices
located in 40 states. As of December 9, 1997, the Company served approximately
60,000 clients, of which approximately 24,000 are served through the
Comprehensive franchisee network. Management estimates that its clients employ
over 800,000 employees, including 240,000 employed by clients of the
Comprehensive franchise network.

Pursuant to a strategic redirection of the Company initiated in November
1996, the Company began its acquisition program to expand its operations rapidly
in the outsourced business services industry from its existing specialty
insurance platform. From November 1, 1996 through September 30, 1997, the
Company acquired the businesses of 23 companies representing over $90 million in
revenues. The Company's acquisition program typically focuses on (i) market
entry acquisitions in which the Company establishes a significant presence in a
city or (ii) follow-on acquisitions of additional service providers in areas
where the Company's presence is established, increasing the number of clients
served and services offered in such markets. The Company seeks to acquire
profitable, well-run companies and to continue to employ their existing
management teams, providing them with incentive by utilizing the Company's
Common Stock, which is typically subject to a lock-up agreement for up to a two
year period, for a large portion of the consideration for the acquisitions. The
Company has completed from October 1, 1997 through December 9, 1997, or has
publicly announced as pending, an additional 20 acquisitions representing over
$78 million in revenues. The Company believes that substantial additional
acquisition opportunities exist throughout the United States.

INDUSTRY BACKGROUND

- There is increasing recognition of the many advantages that outsourcing
may offer, including: (i) the enhanced opportunity for businesses to
focus on operating rather than administrating, (ii) access to expertise
related to the growing complexities of human resource, accounting, legal
and regulatory compliance, (iii) cost reductions, (iv) attracting and
retaining employees by providing benefits that are more comparable to
those offered by larger employers, and (v) the ability to avoid
significant investment of capital in administrative systems. As a result,
more companies have begun to use outsourced business services.

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<PAGE> 21

- Companies that have traditionally outsourced some portion of their
administrative tasks are utilizing a broader array of outsourced business
services. For instance, while companies have long used accountants to
prepare their tax returns and specialists in specific situations,
business owners are increasingly depending on outsiders to provide even
more services for their businesses and to offer cost effectively an
increased level of benefits to their employees.

- There are many users of outsourced business services including small,
medium and large companies. The Company focuses its efforts on small and
medium sized businesses, which it believes gain a greater competitive
advantage from use of the Company's services. In addition, the Company
believes this is an attractive market due to its large and growing size.
According to the U.S. Census Bureau, there were approximately 5.2 million
businesses in the United States with between one and 500 employees in
1994. According to the Small Business Administration, the number of small
businesses in the U.S. has increased 49% since 1982. Despite the
continued growth of small businesses and the increasing popularity of
outsourcing certain non-core administrative functions, there has been
little penetration of this large and growing market.

The outsourced business services industry is highly fragmented, with the
majority of the industry participants, such as accounting, employee benefits or
payroll firms or professional employer organizations ("PEOs"), offering only one
or a limited number of services. The industry consists of a small number of
multi-location regional or national operators and a large number of relatively
small, independent operators in local markets. The Company believes that there
are substantial growth and consolidation opportunities for companies with access
to capital and the ability to implement a disciplined acquisition program for
several reasons, including the highly fragmented nature of the industry, the
advantages of economies of scale, and the desire of many long-time owners for
liquidity.

The Company is not organized in the same manner as a PEO. PEO's are in the
business of providing employees to clients under a "partnering arrangement" in
which the PEO establishes a co-employment relationship with the worksite
employees of its clients, contractually assuming substantial employer
responsibilities with respect to those worksite employees while operational
control of the business remains with the client. The Company does not currently
co-employ, assume or share control responsibility for its clients' employees.
Because worksite employees remain solely the employees of the clients, the
Company is able to avoid potential liability for the actions of those employees
and the consequences of regulatory volatility pertaining to PEO's. In addition,
PEO's typically supply a specific set of limited services to clients. In
contrast, the Company supplies its clients with a customized service offering
that may include from one to all of its services, depending on the specific
needs of each client.

STRATEGY

The Company's goal is to be the nation's premier outsourced business
services provider to small and medium sized companies. The Company's strategy to
achieve this goal is to continue to expand aggressively while also providing
clients with a broad range of high quality services and products. The Company
intends to expand its client base and provide additional services and products
to its existing clients through internal growth and through acquisitions. The
Company's strategy includes the following primary factors:

- Provide Broad Range of High Quality Services. The Company is committed to
providing high quality services and products to satisfy its clients'
business services needs. The Company believes that its ability to provide
its clients with one IASI account manager having access to a full range
of services and products is viewed as highly efficient to the clients.
The Company believes that this ability gives it a competitive advantage
in accessing the small to medium sized business market.

- Internal Growth. The Company also believes that as it continues to grow,
there is an opportunity to sell its existing services and products to new
clients as well as to cross-market new services to its existing clients.
The Company believes that its Comprehensive network of approximately 250
franchisees will provide it with an additional robust opportunity to
cross-market its services.

20
<PAGE> 22

- Growth through Strategic Acquisitions. The Company is currently pursuing
acquisitions to increase the range of services and products it offers and
to increase its client base for existing services and products. The
Company intends to use acquisitions to expand into new geographic markets
and to increase the number of services and products offered in existing
markets. The Company also believes that its acquisition program will
accelerate its internal growth when its full line of services is marketed
to the existing client base of each business acquired.

ACQUISITION PROGRAM

The Company's acquisition program was established in November 1996 and
relies upon the Company's strong management capabilities, strict acquisition
criteria and defined integration procedures. From November 1, 1996 through
September 30, 1997, the Company acquired the businesses of 23 companies,
including accounting systems, advisory and tax services firms; employee benefits
design and administration firms; human resources services firms; information
technology systems firms; payroll services firms; specialty insurance agencies;
valuation services firms; and workers' compensation services firms. The Company
has completed from October 1, 1997 through December 9, 1997, or has publicly
announced as pending, an additional 20 acquisitions representing over $78
million in revenues. The Company believes that additional acquisition candidates
meeting the Company's acquisition criteria exist within its current market
areas, as well as throughout the United States.

The Company's 23 acquisitions completed through September 30, 1997
represented aggregate annual revenues of approximately $90 million, with
aggregate consideration consisting of approximately $20.5 million, net of cash
acquired, 5,454,069 shares of Common Stock, warrants to purchase an additional
2,410,000 shares of Common Stock and assumed debt of $5.5 million. A significant
portion of the purchase price of the Company's acquisitions has historically
been paid with the Company's Common Stock, which is typically subject to a
lock-up agreement for up to a two year period. The Company believes this
practice, together with its practice of executing employment and non-competition
agreements with key members of the acquired management teams, best aligns the
interests of the newest members of the Company with the Company's long-term
interests. The Company typically seeks to retain the acquired company's
qualified managers, key employees and principal office locations.

The Company's senior management continually works to identify acquisition
candidates. The Company has developed a set of financial, geographic and
management criteria designed to assist management in the evaluation of each
acquisition candidate. These criteria consist of a variety of factors,
including, among others: (i) historical growth and profitability as well as
projected financial performance and earnings accretion; (ii) experience, depth,
entrepreneurism and reputation of management; (iii) customer service reputation
and relationships; (iv) composition and size of the market area and customer
base; (v) opportunity to enhance and expand the Company's services provided and
to cross-market such services to existing and new clients; (vi) ability to
identify and attract other quality acquisition candidates; and (vii) potential
synergies with the Company's existing operations.

The Company utilizes an established integration procedure designed to
effect a prompt and efficient integration of acquired businesses with minimal
disruption of the on-going operations of the Company and the acquired
businesses. Once a business has been acquired, the Company implements programs
designed to enable the Company to cross-market its services, reduce costs and
improve employee productivity, operating efficiencies and overall profitability.

21
<PAGE> 23

The following chart lists the 23 acquisitions by merger or purchase of
assets that the Company has completed through September 30, 1997 and the 20
additional acquisitions the Company has completed from October 1, 1997 through
December 9, 1997, or has publicly announced as pending.

<TABLE>
<CAPTION>
COMPANY SERVICES OFFERED PRINCIPAL MARKETS DATE ACQUIRED
------- ---------------- ----------------- -------------
<S> <C> <C> <C>
Environmental & Commercial Insurance specialty insurance Columbus, Ohio November 1996
Agency, Inc. Slidell, Louisiana
Reston, Virginia
SMR & Co. Business Services, Inc. accounting systems, Cleveland, Ohio December 1996
advisory and tax
Midwest Indemnity Corporation specialty insurance Chicago, Illinois January 1997
(certain assets only)
Midland Consultants, Inc. human resources Cleveland, Ohio February 1997
(executive search)
Millisor & Nobil Compensation workers' compensation Cleveland, Ohio March 1997
Management Co. administration
Millisor & Nobil Enterprises, Inc. workers' compensation Columbus, Ohio March 1997
administration
BFS Retail, Inc. workers' compensation Cleveland, Ohio March 1997
administration
The Benefits Group Agency, Inc. employee benefits design Cleveland, Ohio March 1997
and administration Columbus, Ohio
TBG Investment Advisors Agency, Inc. employee benefits design Cleveland, Ohio March 1997
and administration
TBG South Agency, Inc. employee benefits design Columbus, Ohio March 1997
and administration
Next, Inc. specialty insurance Boca Raton, Florida April 1997
Surety Associates Ltd. specialty insurance Hartford, Connecticut April 1997
(certain assets only)
The Connecticut Escrow Company specialty insurance Farmington, Connecticut April 1977
(funds administration)
Network Plus, Inc. network and Cleveland, Ohio April 1997
telecommunications
systems consultants
Marvel Consultants, Inc. human resources Cleveland, Ohio May 1997
(executive search)
ERIC Group, Inc. specialty insurance Denver, Colorado June 1997
(certain assets only)
Environmental Safety Systems, Inc. specialty insurance Denver, Colorado June 1997
(certain assets only) (risk management
company)
Zelenkofske, Axelrod & Co., Ltd. accounting systems, Philadelphia, Pennsylvania June 1997
advisory and tax Harrisburg, Pennsylvania
Framingham, Massachusetts
Milwaukee, Wisconsin
St. James General Agency, Inc. specialty insurance Houston, Texas July 1997
BMS, Inc. payroll administration, Roanoke, Virginia August 1997
employee benefits
outsourcing
BMS Employee Benefits, Inc. payroll administration, Roanoke, Virginia August 1997
employee benefits Greensboro, North Carolina
administration Midlothian, Virginia
Columbia, South Carolina
Charlotte, North Carolina
</TABLE>

22
<PAGE> 24

<TABLE>
<CAPTION>
COMPANY SERVICES OFFERED PRINCIPAL MARKETS DATE ACQUIRED
------- ---------------- ----------------- -------------
<S> <C> <C> <C>
Managed Care Workers Compensation workers' compensation Columbus, Ohio August 1997
Business of Anthem Insurance Companies, Inc.
Valuation Counselors Group, Inc. valuation and appraisal Chicago, Illinois September 1997
Gig Harbor, Washington
Mequon, Wisconsin
St. Louis, Missouri
Los Angeles, California
Lawrenceville, New Jersey
Atlanta, Georgia
Wellesley, Massachusetts
Alexandria, Virginia
New York, New York
Lansing, Michigan
Dallas, Texas
Comprehensive Business Services, Inc. franchisor of accounting Mission Viejo, California October 1997
systems and tax services
Funds Administration Services LLC specialty insurance Houston, Texas October 1997
(funds administration)
BAR-KEN, Inc. accounting systems Houston, Texas October 1997
and tax
Thomas Olivas & Assoc., Inc. accounting systems Milwaukee, Wisconsin October 1997
and tax
Robert A. Smoot, Inc. accounting systems Baltimore, Maryland October 1997
and tax
Tanker & Associates, Inc. employee benefits Philadelphia, Pennsylvania November 1997
administration
Serdon, Inc. accounting systems Denver, Colorado November 1997
and tax
Carpenter, Kuhen & Sprayberry, Inc. accounting systems Bakersfield, California November 1997
and tax Oxnard, California
Trilogy Associates, Inc. information technology Philadelphia, Pennsylvania November 1997
and management
Joel Shear & Associates human resources Philadelphia, Pennsylvania November 1997
(executive search)
National Benefits Systems, Inc. employee benefits Scottsdale, Arizona November 1997
administration
Smith & Radigan, C.P.A. accounting systems Atlanta, Georgia December 1997
and tax
Ronald D. Mercer, P.C. accounting systems Chicago, Illinois December 1997
and tax
Shenkin Kurtz Baker & Co., P.C. accounting systems Denver, Colorado December 1997
and tax
Health Administration Services, Inc. benefits administration Houston, Texas pending
Bass Consultants, Inc. employee benefits Houston, Texas pending
administration
Phillip Rootberg & Co., L.L.P. accounting systems Chicago, Illinois pending
and tax
</TABLE>

23
<PAGE> 25

<TABLE>
<S> <C> <C> <C>
Robert D. O'Byrne & Associates, Inc. employee benefits Kansas City, Missouri pending
administration Washington, D.C.
Tampa, Florida
Atlanta, Georgia
Indianapolis, Indiana
St. Louis, Missouri
Dallas, Texas
Minneapolis, Minnesota
San Jose, California
Los Angeles, California
Newport Beach,
California
Del Mar, California
San Diego, California
The Grant Nelson Group employee benefits Kansas City, Missouri pending
administration Washington, D.C.
Tampa, Florida
Atlanta, Georgia
Indianapolis, Indiana
St. Louis, Missouri
Dallas, Texas
Minneapolis, Minnesota
San Jose, California
Los Angeles, California
Newport Beach,
California
Del Mar, California
San Diego, California
Employee Select Plan of Ohio employee benefits Cleveland, Ohio pending
administration
</TABLE>

COMPANY SERVICES

The Company believes that it offers a comprehensive array of outsourced
business services for small and medium sized companies. IASI can provide a
customized package of services to its clients, which strengthens the IASI/client
relationship and often leads to insights on useful additional service offerings.
The breadth of the Company's service offerings allows IASI to continue to assist
and retain clients as the clients grow.

IASI clients have the opportunity to select and contract for specific
services from a broad range of services including accounting systems, advisory
and tax; employee benefits design and administration; human resources;
information technology systems; payroll; specialty insurance; valuation; and
workers' compensation. Within each of its broad service areas, the Company
offers many specific functions. The Company monitors each client through
personal contact with the IASI account manager in order to make appropriate
services available to each client.

Accounting systems, advisory and tax services. The Company offers tax
planning and preparation, cash flow management, strategic planning, consulting
services for outsourced departments, and recordkeeping assistance. In addition
to federal, state and local tax return preparation, the Company provides tax
projections based on financial and investment alternatives and assists in
appropriate tax structuring of business transactions such as mergers and
acquisitions. The Company offers quarterly and year-end payroll tax reporting,
corporate, partnership and fiduciary tax planning and return preparation, as
well as advice regarding the choice of a proper legal entity form through which
to conduct business. In addition, the Company offers small and medium sized
businesses the opportunity to outsource their back-office functions. The Company
also offers financial planning services to individuals, including investment
counseling, personal financial statements, mortgage and investment analysis,
succession planning, retirement planning and estate planning. In addition, the
Company offers profitability, operational and efficiency enhancement consulting
to a number of specialized industries.

Employee benefits design and administration. The Company offers
comprehensive employee benefits consulting services. These include the design,
implementation and administration of 401(k) plans, profit sharing plans, defined
benefit plans, money purchase plans and actuarial services. The Company also
assists in

24
<PAGE> 26

the choice of health and welfare benefits such as group health insurance plans,
dental and vision care programs, group life, accidental death and dismemberment
or disability programs, voluntary insurance programs, health care and dependent
care spending accounts and premium reimbursement plans. In addition, the Company
offers communications services to inform and educate employees about their
benefit programs. The Company also offers executive benefits consulting on
non-qualified retirement plans and business continuation plans. Moreover, one of
the Company's subsidiaries offers Registered Investment Advisory Services,
including Investment Policy Statements (IPS), mutual fund selection based on IPS
and ongoing mutual fund monitoring.

Human resources services. The Company offers executive search and
placement, outplacement, organizational and management training and development,
personnel records and employment process administration, regulatory compliance
training, employment relations audits, organizational structure and executive
compensation analyses, opinion surveys, and supervisory training. The Company
expects to provide additional services, including pre-employment screening,
specialized systems such as applicant skill evaluations, customer contact
monitoring, and employee assessment and selection. The Company can assist with
the implementation of programs to strengthen both the financial and human
resources sides of the client's business. The Company has developed detailed
personnel guides, which set forth a systematic approach to administering
personnel policies and practices, including recruiting, discipline and
termination procedures. In addition, the Company will review and revise, if
necessary, personnel policies and employee handbooks or will create customized
handbooks for its clients.

Information technology consulting services. The Company offers a wide range
of information technology services, from creating strategic technology plans to
developing and implementing software and hardware solutions. Specifically, the
Company provides strategic technology planning, project management, development
of Internet/Intranet applications including Internet security, custom software
development, design and implementation of both WAN and LAN networks, and
accounting software selection and implementation. The Company provides a
methodology in which business needs drive technology, ensuring appropriate
technical solutions for the Company's small and medium sized information
technology clients.

Payroll services. The Company processes time and attendance data to
calculate and produce employee paychecks, direct deposits and reports for its
clients. The Company delivers the paychecks and reports to clients within 24 to
48 hours of the Company's receipt of the data electronically submitted from the
client. The Company's system is highly configurable to meet the specialized
needs of each client yet maintains the ability to provide high volume
processing. The system integrates easily with the client's general ledger, human
resources and time and attendance systems. In addition, the Company offers many
sophisticated features, including the automatic enrollment and tracking of paid
time off, proration of compensation for new hires, integrated garnishment
processing, escrow services and funds administration services. The Company
assumes responsibility for payroll and attendant recordkeeping, payroll tax
deposits, payroll tax reporting, and all federal, state, county and city payroll
tax reports (including 941s, 940s, W-2s, W-3s, W-4s and W-5s), state
unemployment taxes, employee file maintenance, unemployment claims and
monitoring and responding to changing regulatory requirements. The Company will
also represent the client before tax authorities in any payroll tax dispute or
inquiry.

Specialty insurance services. The Company provides specialty insurance
services to approximately 6,000 clients through a network of nearly 200 agents.
The Company generally provides three categories of specialty insurance services:
commercial liability lines, surety bonds and workers' compensation coverage, and
utilizes reinsurance to limit its exposure on outstanding policies and bonds.
IASI's commercial product lines operations consist of approximately 40 different
programs for a wide variety of specialty risk groups, including (i) small
construction contractors; (ii) restaurants, bars, and taverns; (iii) small
commercial and retail establishments; (iv) sun tanning salons; and (v)
environmental contractors and professionals. IASI's surety bonding operations
consist of two major programs, contract surety bonds for construction
contractors and bonds for the solid waste industry, including waste haulers and
landfill operators. Bonds are provided to assure the performance of a contract
or the financial ability of a contractor to satisfy its obligations. The
Company's workers' compensation program consists of fully insured workers'
compensation coverage in conjunction with the services offered in workers'
compensation services. The Company utilizes several different reinsurance

25
<PAGE> 27

programs with "A" rated insurance carriers to cover its exposure, including
"treaties" to cover all business in a defined class, and "facultative"
reinsurance to cover individual risks. IASI generally retains from zero to
$200,000 of each commercial line anticipated risk, depending on the program and
the anticipated risk.

Valuation services. The Company offers appraisal and valuations of
commercial tangible and intangible assets and valuation of financial securities.
The Company conducts real estate valuations for financing feasibility studies,
marketability and market value studies and performs business enterprise and
capital stock valuations for mergers and acquisitions, estate planning, employee
stock ownership trusts, sale, purchase or litigation purposes. The Company
assists in asset allocation issues, fixed asset insurance matters, fixed asset
tracking, specialized valuation consulting, investment transfer planning and
other valuation services.

Workers' compensation services. Each state requires employers to provide
workers' compensation coverage for employees. The Company's services vary from
state to state; however, it generally provides employers with an integrated
system of actuarial analysis and underwriting capabilities with claims
administration and has the capability to market workers' compensation products
on a national level. Professional administration can offer clients a sizable
savings by controlling the costs of premiums, claims and risks. Services
include: deductible programs available to further reduce costs, claims
preparation and filing, expert claims management and loss control, medical
referral network for employees, multi-state coverages, OSHA compliance and
record keeping, OSHA 200 logs preparation, certificates of insurance, loss
prevention strategies, free fraud investigation, safety program development
consultation, workers' compensation audits and classification analysis for
compliance.

SALES AND MARKETING NETWORK AND ACCOUNT MANAGEMENT

The Company's key competitive factors in obtaining clients for business
services are a strong existing sales network and marketing program, established
relationships and the ability to match client requirements with available
services and products at competitive prices. The Company believes that by
retaining the identity of its acquired companies, it will be able to maximize
its market penetration by combining a local entrepreneurial brand name with the
resources of a national company. The Company expects that as it expands through
internal growth and acquisitions, it will be able to take advantage of economies
of scale in purchasing a range of services and products and to cross-market new
services to existing clients who do not currently utilize all of the services
the Company offers. The Company provides its services and products through a
network of over 65 Company offices in 25 states, as well as through its
subsidiary Comprehensive, a franchisor of accounting services with approximately
250 franchisee offices located in 40 states.

In addition to the Company's traditional operations, the Company intends to
utilize its Comprehensive network of approximately 250 entrepreneurial
franchisee sales offices to distribute its services and products to the
Comprehensive network's more than 24,000 customers just as it utilizes its own
offices. The franchisees are able to market to their customers the broad array
of services and products offered by IASI. In the process, the franchisees have
the opportunity to enhance customer loyalty, receive compensation for additional
sales and provide additional revenue to both the IASI company providing the
service or product and to Comprehensive as the franchisor.

COMPETITION

The outsourced business services industry is a highly fragmented and
competitive industry, with a majority of industry participants (such as
accounting, employee benefits or payroll firms or PEOs) offering only one or a
limited number of services. Competition is based primarily on customer
relationships, range and quality of services or product offerings, customer
service, timeliness and geographic proximity. There are limited barriers to
entry and new competitors frequently enter the market in any one of the
Company's many service areas. The Company competes with a small number of
multi-location regional or national operators and a large number of relatively
small independent operators in local markets. Some of these competitors, some of
which are public companies, may have greater financial resources than the
Company. The Company may also face competition for acquisition candidates from
these companies, many of whom have acquired a number of various types of
business service providers in recent years.

26
<PAGE> 28

The Company believes that it will be able to compete effectively based on
its (i) broad range of high quality services and products, (ii) knowledgeable
and trained personnel, (iii) entrepreneurial culture, (iv) large number of
locations, (v) diversity of geographic coverage, (vi) operational economies of
scale and (vii) decentralized operating structure.

EMPLOYEES

As of December 9, 1997, the Company had approximately 1,000 full-time
employees. The Company believes that its relations with its employees are good.

PROPERTIES

The Company's headquarters are currently located in a 12,000 square-foot
portion of an office building in Valley View, Ohio. The lease for this property
expires at the end of December 1997, subject to extension at the option of the
Company. Management intends to lease expanded office space for its corporate
headquarters in the Valley View area and anticipates that suitable office space
will be obtained as needed. The Company's subsidiaries also lease office space
in various cities in the United States. The Company does not own any real
property.

LEGAL PROCEEDINGS

The Company is a party to legal proceedings incidental to its ordinary
business operations. At present, the Company is not a party to any pending legal
proceeding that the Company believes could have a material adverse effect on the
Company's business, financial condition or results of operations.

27
<PAGE> 29

MANAGEMENT

The following table sets forth certain information as of December 1, 1997
regarding the directors, executive officers and certain key employees of the
Company. Each executive officer of the Company named in the following table has
been elected to serve until his successor is duly appointed or elected or until
his earlier removal or resignation from office. No arrangement or understanding
exists between any executive officer of the Company and any other person
pursuant to which he or she was selected as an officer.

<TABLE>
<CAPTION>
NAME AGE POSITION(S)
---- --- -----------
<S> <C> <C>
EXECUTIVE OFFICERS AND DIRECTORS:
Michael G. DeGroote............... 64 Chief Executive Officer, President
and Chairman of the Board
Gregory J. Skoda.................. 41 Executive Vice President and
Director
Edward F. Feighan................. 50 Senior Vice President, Public
Affairs
Douglas R. Gowland................ 55 Senior Vice President, Business
Integration
Keith W. Reeves................... 40 Senior Vice President, Business
Services
Craig L. Stout.................... 48 Senior Vice President, Specialty
Insurance Services
Charles D. Hamm, Jr............... 42 Chief Financial Officer and
Treasurer
Rick L. Burdick(1)................ 46 Director
Joseph S. DiMartino............... 54 Director
Harve A. Ferrill(1)(2)............ 64 Director
Hugh P. Lowenstein................ 63 Director
Richard C. Rochon(1)(2)........... 40 Director
OTHER KEY EMPLOYEES:
Thomas J. Bregar.................. 41 Vice President, Information
Technology Systems
Daniel J. Clark................... 43 Vice President, Corporate
Relations
Ralph M. Daniel, Jr............... 41 Vice President, Payroll
Administration Services
Roswell P. Ellis.................. 63 Vice President, Specialty
Insurance Services
Charles J. Farro.................. 47 Vice President, Employee Benefits
Design and Administration Services
Kenneth M. Millisor............... 60 Vice President, Workers'
Compensation Services
Steven M. Nobil................... 50 Vice President, Human Resources
Services
Patrick J. Simers................. 37 Vice President, Valuation Services
C. Robert Wissler................. 51 Vice President, Comprehensive
Business Services
Andrew B. Zelenkofske............. 37 Vice President, Accounting
Systems, Advisory and Tax Services
</TABLE>

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

(1) Member of Audit Committee

(2) Member of Compensation Committee

EXECUTIVE OFFICERS AND DIRECTORS:

Michael G. DeGroote has served as the Chairman of the Board of the Company
since April 1995 and as Chief Executive Officer and President since November
1997. Mr. DeGroote also served as President and Chief Executive Officer of the
Company from April 1995 until October 1996. Mr. DeGroote served as

28
<PAGE> 30

Chairman of the Board, President and Chief Executive Officer of Republic
Industries, Inc. from May 1991 to August 1995. Mr. DeGroote founded Laidlaw
Inc., a Canadian waste services and transportation company in 1959. In 1988, Mr.
DeGroote sold his controlling interest in Laidlaw to Canadian Pacific Limited.
Mr. DeGroote served as President and Chief Executive Officer of Laidlaw from
1959 until 1990. Mr. DeGroote also serves as a director of RII, Gulf Canada
Resources, Inc. and Gulf Indonesia Resources Limited.

Gregory J. Skoda has served as the Executive Vice President and Chief
Financial Officer of the Company since December 1996 and as a Director of the
Company since November 1997 and as a director and an officer of a number of the
Company's subsidiaries. Prior to the Company's acquisition of SMR & Co. Business
Services ("SMR") in December 1996, Mr. Skoda served as President and Chairman of
SMR, which he founded in 1980. Mr. Skoda is a CPA and an active member of the
American Institute of Certified Public Accountants in the Tax, Employee
Benefits, and Management Advisory Services divisions.

Edward F. Feighan has served as a Senior Vice President, Public Affairs of
the Company since November 1997. Mr. Feighan served as Chief Executive Officer,
President and a Director of the Company from October 1996 through November 1997.
Mr. Feighan also serves as a director and an officer of a number of the
Company's subsidiaries. From 1983 until 1993, Mr. Feighan served as the
representative from the Ohio 19th Congressional District of the United States
House of Representatives. During his tenure in Congress, Congressman Feighan
served on the Judiciary and the House Foreign Affairs Committee; Chairman,
International Narcotics Control Committee; President, The Interparliamentary
Union; and permanent Representative to the Helsinki Commission. He currently
serves on the board of trustees of the National Democratic Institute for
International Affairs, and the Rock and Roll Hall of Fame and Museum.

Douglas R. Gowland has served as Senior Vice President, Business
Integration since November 1997. Mr. Gowland served as a Director of the Company
from April 1995 through November 1997. From April 1995 until October 1996, Mr.
Gowland served as the Company's Executive Vice President and Chief Operating
Officer. From January 1992 to April 1995, Mr. Gowland served as Vice
President -- Hazardous Waste Operations of RII. From March 1991 to January 1992,
Mr. Gowland served as Vice President of DRG Environmental Management, Inc. Prior
thereto, he served as President of Great Lakes Environmental Systems, Ltd.

Keith W. Reeves has served as Senior Vice President, Business Services
since March 1997 and as a director and an officer of a number of the Company's
subsidiaries. Mr. Reeves has also served as the President of SMR since December
1996. Mr. Reeves served as Vice President of SMR from August 1984 until its
acquisition by the Company in December 1996. Mr. Reeves is a CPA and a member of
the American Institute of Certified Public Accountants and the Ohio Society of
Certified Public Accountants.

Craig L. Stout has served as Senior Vice President, Specialty Insurance
Services since November 1997. Mr. Stout served as Chief Operating Officer and a
Director of the Company from October 1996 through November 1997. Mr. Stout also
serves as a director and an officer of a number of the Company's subsidiaries.
Prior to joining the Company, Mr. Stout served as President and Chairman of two
other companies which he founded, Contract Operations Planning, Inc., a surety
claims management firm, and Contract Surety Reinsurance Corporation, a
reinsurance intermediary for facultative surety reinsurance.

Charles D. Hamm, Jr. has served as Chief Financial Officer and Treasurer
since November 1997. Mr. Hamm was associated with KPMG Peat Marwick LLP from
June 1994 until November 1997, serving as a partner of such firm from July 1996
until November 1997. Mr. Hamm is a CPA and a member of the American Institute of
Certified Public Accountants and the Ohio Society of Certified Public
Accountants.

Rick L. Burdick has served as a Director of the Company since November
1997, when he was elected as an outside director. Mr. Burdick has been a partner
at the law firm of Akin, Gump, Strauss, Hauer & Feld, L.L.P. since April 1988.
Mr. Burdick serves on the Boards of Directors of RII and J. Ray McDermott, S.A.

Joseph S. DiMartino has served as a Director of the Company since November
1997, when he was elected as an outside director. Mr. DiMartino has been
Chairman of the Board of Dreyfus Group of Mutual Funds since January 1995 and of
Noel Group, Inc. since February 1995. Mr. DiMartino served as President,

29
<PAGE> 31

Chief Operating Officer and Director of The Dreyfus Corporation from September
1991 until December 1994. Mr. DiMartino also serves on the Board of Directors of
Curtis Industries, Inc., Carlyle Industries, Inc. and Staffing Resources, Inc.

Harve A. Ferrill has served as a Director of the Company since October
1996. Mr. Ferrill has served as Chief Executive Officer of Advance Ross
Corporation, a company that provides tax refunding services ("ARC"), since 1991
and as President of Ferrill-Plauche Co., Inc., a private investment company,
since 1982. Mr. Ferrill served as President of ARC from 1990 to 1993 and as
Chairman of the Board from 1992 to 1996. Mr. Ferrill also serves on the Boards
of Directors of Gaylord Container Corporation and is Chairman of the Board of
GeoWaste Incorporated.

Hugh P. Lowenstein has served as a Director of the Company since March 1997
when he was elected as an outside Director. Mr. Lowenstein has served as the
Founder and Chief Executive Officer of Shore Capital Ltd. (Bermuda), a
consulting and investment advisory firm, since 1994. Mr. Lowenstein served as a
Managing Director of Donaldson, Lufkin and Jenrette Securities Corporation from
1987 to 1994. Mr. Lowenstein also serves on the Board of Directors of Terra Nova
(Bermuda) Holdings Ltd.

Richard C. Rochon has served as a Director of the Company since October
1996. Mr. Rochon has served since 1988 as President of Huizenga Holdings, Inc.,
a management and holding company for diversified investments in operating
companies, joint ventures, and real estate, on behalf of its owner, Mr. H. Wayne
Huizenga. Mr. Rochon also has served as a director since September 1996 and as
Vice Chairman of Florida Panthers Holdings, Inc., a leisure and recreation and
sports and entertainment company, since April 1997. From 1985 until 1988, Mr.
Rochon served as Treasurer of Huizenga Holdings, Inc. and from 1979 until 1985,
he was employed as a certified public accountant by the international public
accounting firm of Coopers & Lybrand, L.L.P.

OTHER KEY EMPLOYEES:

Thomas J. Bregar was named Vice President, Information Technology Systems
in November 1997. Mr. Bregar joined SMR in December 1996 to develop its
Information Technology Consulting Practice. Prior to joining SMR, Mr. Bregar was
with Price Waterhouse's Management Consulting Services Practice from 1986
through 1992, and again as Director from 1994 to 1996. In 1993, he served as
Vice President in the Information Management Services Division at Society
National Bank (now Keycorp Services).

Daniel J. Clark was named Vice President, Corporate Relations in November
1997 and also serves as the Senior Vice President of Evergreen National
Indemnity Company ("Evergreen") and a director of Century Surety Company
("Century"), both subsidiaries of the Company. Prior to joining Evergreen, Mr.
Clark served as Chief of Staff for then Congressman Edward F. Feighan from 1983
through 1993. Mr. Clark is a member of the Ohio Bar Association and serves as a
Board Member for the Port of Cleveland.

Ralph M. Daniel, Jr. was named as Vice President, Payroll Administration
Services in November 1997. Prior to joining IASI, Mr. Daniel served as Chairman
and Chief Executive Officer of BMS, Inc. (Business Management Services), which
he co-founded, from 1988 through its acquisition by the Company in August 1997.
Mr. Daniel is a CPA and serves on the Board of the Independent Payroll and
Employer Services Association.

Roswell P. Ellis was named Vice President, Specialty Insurance Services in
November 1997. Mr. Ellis served as the Company's Senior Vice
President -- Insurance Group from March 1997 to November 1997. He continues to
serve as Chairman and Chief Executive Officer of Century Surety Company, a
position he has held since 1987, and he is also Chairman of Continental Heritage
Insurance Company and Vice Chairman and CEO of Evergreen, all subsidiaries of
the Company. Mr. Ellis has been in the insurance business for over 35 years and
holds four professional designations: Chartered Property and Casualty
Underwriter, Chartered Life Underwriter, Associate in Claims and Associate in
Surplus Lines.

Charles J. Farro was named Vice President, Employee Benefits Design and
Administration Services in November 1997. Mr. Farro also serves as Chairman and
Chief Executive Officer of The Benefits Group, a

30
<PAGE> 32

subsidiary of the Company. Mr. Farro serves on the Boards of Directors of the
March of Dimes and the Akron Art Museum.

Kenneth R. Millisor was named Vice President, Workers' Compensation
Services in November 1997. He is the Chairman and Chief Executive Officer of M&N
Risk Management, Inc. and the President and Chief Executive Officer of Millisor
& Nobil Co., L.P.A., subsidiaries of the Company. Mr. Millisor was admitted to
the Bar in 1961 and is an active member of the Akron, Ohio State and American
Bar Associations.

Steven M. Nobil was named Vice President, Human Resources Services in
November 1997. Mr. Nobil serves as President of M&N Risk Management, Inc., a
subsidiary of the Company. Mr. Nobil serves on several Boards including the
Diabetes Association of Greater Cleveland, Baldwin Wallace College, Cuyahoga
Community College, Big Brothers and Big Sisters, American Red Cross and Grand
Prix Charities.

Patrick J. Simers was named Vice President, Valuation Services in November
1997. Mr. Simers serves as President of Valuation Counselors Group, Inc., a
subsidiary of the Company. Mr. Simers is a Certified Real Estate Appraiser in 12
states and maintains memberships in the American Society of Appraisers and the
Appraisal Institute.

C. Robert Wissler was named Vice President, Comprehensive Business Services
in November 1997. Mr. Wissler serves as President and Chief Executive Officer of
Comprehensive Business Services, Inc., a subsidiary of the Company. He was
Senior Vice President and Chief Financial Officer of Sir Speedy, Inc. from 1978
through 1990. Prior to that time, Mr. Wissler was an auditor with Arthur Young &
Co. from 1972 to 1974, and he was a baseball player with the St. Louis Cardinals
from 1969 through 1972. Mr. Wissler is a Director of International Franchise
Association.

Andrew B. Zelenkofske was named Vice President, Accounting Systems,
Advisory and Tax Services in November 1997. Mr. Zelenkofske serves as President
of ZA Business Services, Inc., a subsidiary of the Company. Prior to joining
IASI, Mr. Zelenkofske served for several years as President and Managing
Director of Zelenkofske Axelrod and Co., Ltd. Mr. Zelenkofske is a CPA and has
been appointed to the Pennsylvania State Board of Accountancy.

31
<PAGE> 33

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding beneficial
ownership of Common Stock as of December 1, 1997, by (i) each person who is
known by the Company to own beneficially five percent or more of the Common
Stock, (ii) each director of the Company, (iii) each executive officer of the
Company, and (iv) all directors and executive officers of the Company as a
group. Unless otherwise indicated, the holders of all shares shown in the table
have sole voting and investment power with respect to such shares.

<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
NAME BENEFICIALLY OWNED(1) OF CLASS
---- --------------------- --------
<S> <C> <C>
Michael G. DeGroote(2)................................. 14,247,112(3) 30.16%
H. Wayne Huizenga(4)................................... 8,444,444(5) 17.89%
Joseph E. LoConti(6)................................... 6,188,700(7) 14.85%
Sophia Management Ltd.(8).............................. 5,327,400(9) 12.27%
The Equitable Companies Incorporated(10)............... 2,749,222(11) 6.53%
Gregory J. Skoda....................................... 1,643,000(12) 3.90%
Edward F. Feighan...................................... 1,668,800(13) 3.96%
Douglas R. Gowland..................................... 260,100(14) *
Keith W. Reeves........................................ 464,900(15) 1.13%
Craig L. Stout......................................... 1,321,200(16) 3.18%
Charles D. Hamm, Jr.................................... -- *
Rick L. Burdick........................................ 62,500(17) *
Joseph S. DiMartino.................................... 50,000(18) *
Harve A. Ferrill....................................... 63,000(19) *
Hugh P. Lowenstein..................................... 89,000(20) *
Richard C. Rochon...................................... 161,110(21) *
All directors and executive officers as a group (12
persons)............................................. 20,030,722 39.33%
</TABLE>

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

* Less than 1%.

(1) Shares of Common Stock that are not outstanding but that may be acquired by
a person upon exercise of options or warrants within 60 days after the date
of this Prospectus are deemed outstanding for the purpose of computing the
number of shares and the percentage of outstanding shares beneficially
owned by such person; however, such shares are not deemed outstanding for
the purpose of computing the percentage of outstanding shares beneficially
owned by any other person.

(2) The address of Mr. DeGroote is Victoria Hall, 11 Victoria Street, P.O. Box
HM 1065, Hamilton, HMEX Bermuda.

(3) Consists of 7,991,556 shares of Common Stock owned of record by Westbury
(Bermuda) Ltd., a Bermuda corporation of which Mr. DeGroote is the sole
stockholder, president and director, and 6,255,556 shares of Common Stock
that Westbury has the right to acquire upon exercise of outstanding
warrants.

(4) The address of Mr. Huizenga is 450 E. Las Olas Blvd., Suite 1500, Fort
Lauderdale, Florida 33301.

(5) Consists of 2,222,222 shares of Common Stock owned of record by Huizenga
Investments Limited Partnership, a limited partnership controlled by Mr.
Huizenga ("Huizenga Investments"), and 6,222,222 shares of Common Stock
that Huizenga Investments has the right to acquire upon exercise of
outstanding warrants.

(6) The address of Mr. LoConti is 10055 Sweet Valley Drive, Valley View, Ohio
44125.

(7) Consists of 1,500,000 shares of Common Stock and 252,000 shares of Common
Stock issuable upon the exercise of outstanding warrants owned of record by
Mr. LoConti; 1,100,000 shares of Common Stock and 436,800 shares of Common
Stock issuable upon the exercise of outstanding warrants owned of record by
the LoConti Family Trust; 1,000 shares of Common Stock owned of record by
Mr. LoConti's spouse; 4,500 shares of Common Stock owned of record by a
company of which Mr. LoConti is a director and sole shareholder; 2,892,400
shares of Common Stock owned of record by Sophia

32
<PAGE> 34

Management Ltd. ("Sophia Management"); and 2,000 options to purchase Common
Stock from the Employee Stock Option Plan ("ESOP") in 1996.

(8) Sophia Management is an Ohio limited liability company. Edward R. Feighan,
Joseph E. LoConti, Gregory J. Skoda, and Craig L. Stout and his spouse are
members.

(9) Consists of 2,892,400 shares of Common Stock and 2,435,000 shares of Common
Stock issuable upon the exercise of outstanding warrants.

(10) Such shares are owned by the Equitable Companies Incorporated and certain
of its subsidiaries. The address of The Equitable Companies Incorporated is
787 Seventh Avenue, New York, New York 10019.

(11) Consists of 1,638,111 shares of Common Stock and 1,111,111 shares of Common
Stock issuable upon the exercise of outstanding warrants.

(12) Consists of 445,600 shares of Common Stock and 335,400 shares of Common
Stock issuable upon the exercise of outstanding warrants owned of record by
Mr. Skoda's spouse; 860,000 shares of Common Stock issuable upon the
exercise of outstanding warrants owned of record by Sophia Management; and
2,000 options to purchase Common Stock from the 1996 ESOP.

(13) Consists of 507,800 shares of Common Stock owned of record by Mr. Feighan;
84,000 shares of Common Stock issuable upon the exercise of outstanding
warrants owned of record by Mr. Feighan; 1,075,000 shares of Common Stock
issuable upon the exercise of outstanding warrants owned of record by
Sophia Management; and 2,000 options to purchase Common Stock from the 1996
ESOP.

(14) Consists of 150,100 shares of Common Stock and 70,000 shares of Common
Stock issuable upon the exercise of outstanding warrants owned of record by
Mr. Gowland; and 40,000 options to purchase Common Stock from the 1995
ESOP.

(15) Consists of 185,400 shares of Common Stock and 278,100 shares of Common
Stock issuable upon the exercise of outstanding warrants owned of record by
Mr. Reeves' spouse; and 1,400 options to purchase Common Stock from the
1996 ESOP.

(16) Consists of 700,000 shares of Common Stock and 117,600 shares of Common
Stock issuable upon exercise of the outstanding warrants owned of record by
Mr. Stout; 400 shares held jointly with his spouse; 1,200 shares held in a
trust for the benefit of Mr. Stout's children of which his wife is the
trustee; 500,000 shares of Common Stock issuable upon the exercise of
outstanding warrants owned of record by Sophia Management; and 2,000
options to purchase Common Stock from the 1996 ESOP.

(17) Consists of 500 shares of Common Stock, 12,000 shares of Common Stock
issuable upon the exercise of outstanding warrants and 50,000 options to
purchase Common Stock from the 1996 ESOP.

(18) Consists of 50,000 shares of Common Stock issuable upon exercise of options
from the 1996 ESOP.

(19) Consists of 7,500 shares of Common Stock owned of record by The Harve A.
Ferrill Trust U/A 12/31/69 and 5,500 shares of Common Stock issuable upon
the exercise of outstanding warrants owned of record by Mr. Ferrill's
Trust; and 50,000 options to purchase Common Stock from the 1996 ESOP.

(20) Consists of 39,000 shares of Common Stock owned of record by Mr. Lowenstein
and 50,000 options to purchase Common Stock from the 1996 ESOP.

(21) Consists of 55,555 shares of Common Stock and 55,555 shares of Common Stock
issuable upon the exercise of outstanding warrants owned of record by
WeeZor I Limited Partnership, a limited partnership controlled by Mr.
Rochon; and 50,000 options to purchase Common Stock from the 1996 ESOP.

DESCRIPTION OF CAPITAL STOCK

The Company's authorized capital stock is 100,000,000 shares of Common
Stock, par value $.01 per share. As of December 1, 1997, 40,978,934 shares of
Common Stock were outstanding.

Holders of shares of Common Stock are entitled to one vote for each share
held of record on all matters submitted to a vote of stockholders. There are no
cumulative voting rights with respect to the election of

33
<PAGE> 35

directors. Accordingly, the holder or holders of a majority of the outstanding
shares of Common Stock will be able to elect the entire Board of Directors of
the Company. Holders of Common Stock have no preemptive rights and are entitled
to such dividends as may be declared by the Board of Directors of the Company
out of funds legally available therefor. The Common Stock is not entitled to any
sinking fund, redemption or conversion provisions. On liquidation, dissolution
or winding up of the Company, the holders of Common Stock are entitled to share
ratably in the net assets of the Company remaining after the payment of all
creditors, if any. The outstanding shares of Common Stock are duly authorized,
validly issued, fully paid and nonassessable. The transfer agent and registrar
for the Common Stock is Star Bank, N.A.

The Company currently has the following provisions in its bylaws which
could be considered to be "anti-takeover" provisions: (i) a bylaw requiring the
affirmative vote of the holders of a majority of the outstanding shares of
Common Stock or two-thirds of the other directors to remove a director and (ii)
a bylaw limiting the persons who may call special meetings of stockholders to
the Board of Directors or the President of the Company. These provisions may
have the effect of delaying stockholder actions with respect to certain business
combinations and the election of new members to the Board of Directors. As such,
the provisions could have the effect of discouraging open market purchases of
the Company's Common Stock because they may be considered disadvantageous by a
stockholder who desires to participate in a business combination or elect a new
director.

The Company is a Delaware corporation and is subject to Section 203 of the
Delaware General Corporation Law. In general, Section 203 prevents an
"interested stockholder" (defined generally as a person owning 15% or more of
the Company's outstanding voting stock) from engaging in a "business
combination" with the Company for three years following the date that person
became an interested stockholder unless: (i) before that person became an
interested stockholder, the Board of Directors of the Company approved the
transaction in which the interested stockholder became an interested stockholder
or approved the business combination; (ii) upon completion of the transaction
that resulted in the interested stockholder becoming an interested stockholder,
the interested stockholder owned at least 85% of the voting stock of the Company
outstanding at the time the transaction commenced (excluding stock held by
persons who are both directors and officers of the Company or by certain
employee stock plans); or (iii) on or following the date on which that person
became an interested stockholder, the business combination is approved by the
Company's Board and authorized at a meeting of stockholders by the affirmative
vote of the holders of at least 66 2/3% of the outstanding voting stock of the
Company (excluding shares held by the interested stockholder). A "business
combination" includes mergers, asset sales and other transactions resulting in a
financial benefit to the interested stockholder.

LEGAL MATTERS

The validity of the Shares offered hereby will be passed upon for the
Company by Akin, Gump, Strauss, Hauer & Feld, L.L.P. Rick L. Burdick, a partner
of Akin, Gump, Strauss, Hauer & Feld, L.L.P., is a director of the Company and
is the beneficial owner of 62,500 shares of Common Stock (including options and
warrants to purchase Common Stock). See "Principal Stockholders."

EXPERTS

The consolidated and combined financial statements of International
Alliance Services, Inc. and its subsidiaries as of December 31, 1996 and 1995,
and for each of the years in the three year period ended December 31, 1996, have
been incorporated by reference herein in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.

34
<PAGE> 36

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations promulgated thereunder, and, in accordance therewith, files reports,
proxy and information statements and other information with the Securities and
Exchange Commission (the "Commission"). These reports, proxy and information
statements and other information concerning the Company can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
regional offices located at Citicorp Center, Suite 1400, 500 West Madison
Street, Room 3190, Chicago, Illinois 60661 and at Seven World Trade Center, 13th
Floor, New York, New York 10048. Copies of such material can also be obtained
from the Commission at prescribed rates through its Public Reference Section at
450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains a
site on the World Wide Web at http://www.sec.gov that contains reports, proxy
and information statements and other information regarding registrants such as
the Company that file electronically with the Commission. Such material is also
available for inspection at the offices of The National Association of
Securities Dealers, Inc. (the "NASD"), 1735 K Street, N.W., Washington, D.C.
20006.

The Company has filed with the Commission a Registration Statement on Form
S-4 under the Securities Act with respect to the Shares offered hereby
(including all amendments and supplements thereto, the "Registration
Statement"). This Prospectus, which constitutes a part of the Registration
Statement, does not contain all of the information set forth in the Registration
Statement, certain parts of which have been omitted in accordance with the rules
and regulations of the Commission. For further information with respect to the
Company and such Shares, reference is made to the Registration Statement,
including the documents and exhibits filed or incorporated as a part thereof.
Statements contained herein concerning the provisions of certain documents are
not necessarily complete and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety by
such reference. The Registration Statement and the exhibits thereto can be
inspected and copied at the public reference facilities and regional offices of
the Commission and at the offices of the NASD referred to above.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are incorporated by reference and made
a part of this Prospectus: (i) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996; (ii) all other reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31, 1996, specifically
including the Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997, and September 30, 1997, respectively, and the
Company's Current Reports on Form 8-K dated February 19, 1997 (as amended on
Form 8-K/A filed on April 2, 1997), April 3, 1997, April 21, 1997, and July 23,
1997 (as amended on Form 8-K/A dated October 3, 1997), respectively; and (iii)
the Company's Proxy Statement dated April 1, 1997 relating to the 1997 Annual
Meeting of Stockholders held May 6, 1997.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document or information incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document that also is, or is
deemed to be, incorporated herein by reference, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

35
<PAGE> 37

The Company undertakes to provide, without charge, to each person,
including any beneficial owner, to whom a copy of this Prospectus is delivered,
upon the written or oral request of such person, a copy of any and all of the
documents or information referred to above that has been or may be incorporated
by reference in this Prospectus (excluding exhibits to such documents unless
such exhibits are specifically incorporated by reference). Requests should be
directed to Corporate Secretary, International Alliance Services, Inc., 10055
Sweet Valley Drive, Valley View, Ohio 44125, telephone (216) 447-9000.

36
<PAGE> 38

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

NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT DO NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
OTHER THAN THE SECURITIES OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY
TO ANY PERSON IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS AND THE ACCOMPANYING
PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 4
Forward-Looking Statements............ 9
Acquisition Terms..................... 9
Price Range of Common Stock........... 10
Dividend Policy....................... 10
Selected Consolidated Financial
Data................................ 11
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 13
Business.............................. 19
Management............................ 28
Principal Stockholders................ 32
Description of Capital Stock.......... 33
Legal Matters......................... 34
Experts............................... 34
Available Information................. 35
Incorporation of Certain Documents by
Reference........................... 35
</TABLE>

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

7,729,468 SHARES

INTERNATIONAL ALLIANCE
SERVICES, INC.

COMMON STOCK

------------------------
PROSPECTUS
------------------------

, 1997

======================================================
<PAGE> 39

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") empowers a Delaware corporation to indemnify any person who was or is a
party, or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation) by
reason of the fact that such person is or was an officer or director of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided that such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful. A Delaware
corporation may indemnify past or present officers and directors of such
corporation or of another corporation or other enterprise at the former
corporation's request, in an action by or in the right of the corporation to
procure a judgment in its favor under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in defense of any action
referred to above, or in defense of any claim, issue or matter therein, the
corporation must indemnify such person against the expenses (including
attorneys' fees) which such person actually and reasonably incurred in
connection therewith. Section 145 further provides that any indemnification
shall be made by the corporation only as authorized in each specific case upon a
determination that indemnification of such person is proper because he has met
the applicable standard of conduct by the (i) stockholders, (ii) board of
directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, (iii) committee of directors who are
not parties to such action, suit or proceeding designated by majority vote by
such disinterested directors even if less than a quorum, or (iv) independent
legal counsel, if there are no such disinterested directors, or if such
disinterested directors so direct. Section 145 further provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise.

The Amended and Restated Certificate of Incorporation, as amended, of the
Registrant entitles the Board of Directors to provide for indemnification of
directors and officers to the fullest extent provided by law, except for
liability (i) for any breach of director's duty of loyalty to the Registrant or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends, or for unlawful stock purchases or redemptions, or (iv)
for any transaction from which the director derived an improper personal
benefit.

Article VII of the Amended and Restated Bylaws of the Registrant provide
that to the fullest extent and in the manner permitted by the laws of the State
of Delaware and specifically as is permitted under Section 145 of the DGCL, the
Registrant shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, other than
an action by or in the right of the Registrant, by reason of the fact that such
person is or was a director, officer, employee or agent of the Registrant, or is
or was serving at the request of the Registrant as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action, suit, or proceeding if such person acted in good faith and in a
manner he reasonably believed to be in and not opposed to the best interests of
the Registrant, and with respect to any criminal action or proceeding, such
person had no reasonable cause to believe his conduct was unlawful.
Determination of an action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that a person did not act in good faith and in a
manner such person reasonably believed

II-1
<PAGE> 40

to be in and not opposed to the best interests of the Registrant, and with
respect to any criminal action or proceeding, had reasonable cause to believe
his conduct was lawful.

The Amended and Restated Bylaws provide that any decision as to
indemnification shall be made: (a) by the Board of Directors of the Registrant
by a majority vote of a quorum consisting of directors who were not parties to
such action, suit or proceeding; or (b) if such a quorum is not obtainable, or
even if obtainable, if a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or (c) by the stockholders. The
Board of Directors of the Registrant may authorize indemnification of expenses
incurred by an officer or director in defending a civil or criminal action, suit
or proceeding in advance of the final disposition of such action, suit or
proceeding. Indemnification pursuant to these provisions is not exclusive of any
other rights to which those seeking indemnification may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise
and shall continue as to a person who has ceased to be a director or officer.
The Registrant may purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the Registrant.

Further, the Amended and Restated Bylaws of the Registrant provide that the
indemnity provided will be extended to the directors, officers, employees and
agents of any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of the Amended and Restated Bylaws with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.

The Registrant does not currently maintain a separate insurance policy
relating to its directors and officers; however, the Registrant is currently
considering purchasing and maintaining an insurance policy under which the
directors and officers of the Registrant would be insured, within the limits and
subject to the limitations of the policy, against certain expenses in connection
with the defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of being or having been
such directors or officers.

ITEM 21. EXHIBITS

The following exhibits are filed as part of this Registration Statement:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*4.1 -- Amended and Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 3.1 to Registration
Statement on Form 10, Commission File No. 000-25890 and
incorporated herein by reference)
*4.2 -- Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of the Registrant (filed as
Exhibit 3.2 to Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, Commission File No.
000-25890 and incorporated herein by reference)
*4.3 -- Amended and Restated Bylaws of the Registrant (filed as
Exhibit 3.2 to Registration Statement on Form 10,
Commission File No. 000-25890 and incorporated herein by
reference)
5.1 -- Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1 -- Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
(included in Exhibit 5.1)
23.2 -- Consent of KPMG Peat Marwick LLP
24.1 -- Power of Attorney (filed as Exhibit 24.1 to Registration
Statement on Form S-4, Commission File No. 333-40313 and
incorporated herein by reference and included in the
signature page of this Amendment No. 1)
</TABLE>

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

* Previously filed.

II-2
<PAGE> 41

ITEM 22. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in this Registration Statement;

(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
these paragraphs is contained in periodic reports filed with or furnished by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement;

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

(3) 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.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

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

(d) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other

II-3
<PAGE> 42

equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through the date
of responding to the request.

(e) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
Company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.

II-4
<PAGE> 43

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-4 and has duly caused this Amendment
No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Valley View, State of Ohio, on December 5, 1997.

INTERNATIONAL ALLIANCE SERVICES, INC.

By: /s/ GREGORY J. SKODA
-------------------------------------
Gregory J. Skoda
Executive Vice President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Michael G. DeGroote and Gregory J. Skoda, and
each of them, with the power to act without the other, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him in his name, place and stead, in any and all capacities,
to sign on his behalf individually and in each capacity stated below any or all
amendments or post-effective amendments to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 has been signed by the following persons in the capacities
indicated on December 5, 1997.

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

/s/ * President, Chief Executive Officer,
- ----------------------------------------------------- Chairman of the Board and Director
Michael G. DeGroote (Principal Executive Officer)

/s/ GREGORY J. SKODA Executive Vice President and Director
- -----------------------------------------------------
Gregory J. Skoda

/s/ CHARLES D. HAMM, JR. Chief Financial Officer and Treasurer
- ----------------------------------------------------- (Principal Financial and Accounting
Charles D. Hamm, Jr. Officer)

/s/ * Director
- -----------------------------------------------------
Rick L. Burdick

/s/ JOSEPH S. DIMARTINO Director
- -----------------------------------------------------
Joseph S. DiMartino

/s/ * Director
- -----------------------------------------------------
Harve A. Ferrill

/s/ * Director
- -----------------------------------------------------
Hugh P. Lowenstein
</TABLE>

II-5
<PAGE> 44

<TABLE>
<C> <S>
/s/ * Director
- ------------------------------------------------------
Richard C. Rochon

*By: /s/ GREGORY J. SKODA
- ------------------------------------------------------
Gregory J. Skoda,
as Attorney-in-fact
</TABLE>

II-6
<PAGE> 45

EXHIBIT INDEX

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

* Previously filed.

<PAGE> 1
Exhibit 5.1

[AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. LETTERHEAD]

December 8, 1997

International Alliance Services, Inc.
10055 Sweet Valley Drive
Valley View, Ohio 44125

Ladies and Gentlemen:

We have acted as counsel to International Alliance Services, Inc., a
Delaware corporation (the "Company"), in connection with the filing of a
registration statement on Form S-4 (Registration No. 333-40313) (as amended,
the "Registration Statement") with the Securities and Exchange Commission
pursuant to the Securities Act of 1933 (as amended from time to time, the
"Securities Act"). The Registration Statement relates to an aggregate of up to
7,729,468 shares (the "Shares") of the Company's common stock, par value $0.01
per share ("Common Stock"), which may be issued by the Company from time to
time in the future on the completion of acquisitions of assets, businesses or
securities ("Acquisitions") or the conversion of or payment of interest on
convertible securities issued in connection with such acquisitions of other
businesses or properties.

We have, as counsel, examined such corporate records, certificates and
other documents and reviewed such questions of law as we have deemed necessary,
relevant or appropriate to enable us to render the opinion expressed below. In
rendering such opinion, we have assumed the genuineness of all signatures and
the authenticity of all documents examined by us. As to various questions of
fact material to such opinion, we have relied upon representations of the
Company.

Based upon such examination and representations, we advise you that when
the Registration Statement becomes effective under the Securities Act, and the
Shares are issued in connection with Acquisitions, the Shares will constitute
validly issued, fully paid and nonassessable securities of the Company.

In connection with the opinion expressed above, we have assumed that, at or
prior to the time of the delivery of any Shares, (i) the Board of Directors
(and, to the extent required by applicable law, the stockholders of the Company)
shall have duly authorized and approved the Acquisition pursuant to which such
Shares are being issued and shall have duly authorized and approved the issuance
of such Shares pursuant to such Acquisition and such authorizations shall not
have been modified or rescinded, (ii) there are sufficient authorized and
unissued shares of Common Stock to satisfy such issuance, (iii) the Registration
Statement shall have been declared effective and such effectiveness shall not
have been terminated or rescinded, (iv) there shall not
<PAGE> 2
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.

Page 2

have occurred any change in law affecting the validity or enforceability of
such Shares and (v) there shall not have occurred any change in the
Certificate of Incorporation or Bylaws of the Company. We have also assumed
that the consideration received by the Company for such Shares in any such
Acquisition is lawful consideration and equals or exceeds in value the
aggregate par value of the Shares issued and that neither the issuance or
delivery of such Shares, nor the compliance by the Company with the terms of
such Shares, will violate any applicable law or will result in a violation of
any provision of any instrument or agreement then binding upon the Company, or
any restriction imposed by any court or governmental body having jurisdiction
over the Company.

We are members of the Bar of the State of Texas and the foregoing opinion
is limited to the laws of the State of Texas, the Delaware General Corporation
Law and the federal laws of the United States of America.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In addition, we consent to the reference to us under
the caption "Legal Matters" in the prospectus.

This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent.

Very truly yours,

/s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
---------------------------------------------
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.

<PAGE> 1

EXHIBIT 23.2

The Board of Directors
International Alliance Services, Inc.

We consent to the use of our reports incorporated herein by reference
and to the reference to our firm under the heading "Experts" in the Registration
Statement.

KPMG PEAT MARWICK LLP

Cleveland, Ohio
December 9, 1997