UNITED  STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                  FORM 8-K


                               CURRENT REPORT



                    Pursuant to Section 13 or 15(d) of the 
                       Securities Exchange Act of 1934.



Date of Report (Date of earliest event reported)             August 21, 1996
                                                            -----------------



                             THE VINCAM GROUP, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



             Florida                    0-28148              59-2452823
- --------------------------------  ------------------  -----------------------
(State or other jurisdiction of      (Commission         (I.R.S. Employer
 incorporation or organization)      File Number)       Identification No.)



2850 Douglas Road, Miami Florida                                       33134
- -----------------------------------------------------------------------------
(Address of principal executive offices)



(Registrant's telephone number, including area code)          (305) 460-2350
                                                             ----------------



                               Not applicable
       -------------------------------------------------------------
       (Former name or former address, if changed since last report)











                                                                Page 1  of 3
<PAGE>


Item 5.  Other Events


On August 21, 1996, The Vincam Group, Inc. announced that it has entered into a
definitive asset purchase agreement to acquire substantially all of the business
of The Stone Mountain Group, Inc. (SMG), a professional employer organization 
(PEO) headquartered in Snellville, Georgia, in exchange for approximately 
$5 million in cash and notes. The transaction is expected to close during the 
third quarter.

As a PEO, SMG provides businesses with an outsourcing solution to the 
complexities and costs of human resource employment and management by 
contractually assuming substantial employer responsibilities for the worksite 
employees of its clients. SMG currently has approximately 140 clients and 2,100
worksite employees.

For the fiscal year ended December 31, 1995, SMG had operating income of
approximately $218,000 on revenues of almost $42 million. For the six months 
ended June 30, 1996, SMG reported revenues of approximately $23.7 million.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

  (c) Exhibits

 Exhibit
   No.
- --------

    2    Asset Purchase Agreement, dated as of August 21, 1996, by and among 
          The Vincam Group, Inc., The Stone Mountain Group, Inc. and 
          shareholders thereof.

























                                                                Page 2  of 3
<PAGE>


                                 SIGNATURES


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



                                                 THE VINCAM GROUP, INC.
                                                 ----------------------
                                                 Registrant


Dated:  August 22, 1996                          BY /s/ MARTINIANO J. PEREZ
                                                 -----------------------------
                                                 Martiniano J. Perez
                                                 Vice President and
                                                 Controller






































                                                                Page 3  of 3
<PAGE>


                                 THE VINCAM GROUP, INC.

                                   INDEX TO ITEM 7(c)

                                        EXHIBITS




 Exhibit
   No.                  
- --------

    2    Asset Purchase Agreement, dated as of August 21, 1996, by and among 
          The Vincam Group, Inc., The Stone Mountain Group, Inc. and 
          shareholders thereof.








































<PAGE>                                                            Exhibit 2


                               ASSET PURCHASE AGREEMENT


     THIS ASSET PURCHASE AGREEMENT, dated as of August 21, 1996 
(the "Agreement"), is by and among THE VINCAM GROUP, INC., a 
Florida corporation ("Acquiror"), THE STONE MOUNTAIN GROUP, INC., 
a Georgia corporation (the "Company"), and Hal W. Pulfer, James 
Beesley, Charles Frankenthal, Lester E. Frankenthal, Scott Bade 
and Edward Spiegel (collectively, the six aforementioned 
individuals will be referred to as the "Stone Mountain Group 
Shareholders").


                        WITNESSETH:

     WHEREAS, the Company owns and operates a professional 
employer organization with a principal place of business in 
Snellville, Georgia (the "Business");

     WHEREAS, the Company desires to sell, transfer and assign to 
the Acquiror certain of the assets of its Business including, 
without limitation, the goodwill associated therewith, in 
accordance with the terms and subject to the conditions set forth 
in this Agreement;

     WHEREAS, Acquiror desires to purchase and assume the assets 
on the terms and subject to the conditions set forth in this 
Agreement;

     WHEREAS, the Board of Directors of the Company has (i) 
determined that this Agreement and the transactions contemplated 
herein are in the best interests of the Company and the holders of 
Company Common Stock (as defined below) and (ii) approved and 
adopted this Agreement and the transactions contemplated hereby 
and recommended adoption of this Agreement by the shareholders of 
the Company;

     WHEREAS, the Board of Directors of Acquiror has determined 
that this Agreement and the transactions contemplated herein are 
in the best interests of Acquiror and its shareholders and has 
approved and adopted this Agreement and the transactions 
contemplated hereby; and

     WHEREAS, Messrs. Bade, Frankenthal, Frankenthal and Spiegel 
have not been involved with the activities and operations of the 
Company, but will benefit from the transaction; therefore, certain 
rights and obligations of these parties have been limited in this 
Agreement to reflect their lack of involvement in and knowledge of 
the activities and operations of the Company.

     NOW, THEREFORE, in consideration of the foregoing and the 
respective representations, warranties, covenants and agreements 
set forth in this Agreement, the parties agree as follows:




                                                                Page 1  of 47
<PAGE>


                                ARTICLE I

SALE OF ASSETS;

SECTION 1.01  Subject Assets;.  The Company hereby agrees to 
sell, assign and deliver to the Acquiror at the Closing (as 
defined below), free and clear of all liens, mortgages, pledges, 
options, claims, security interests, conditional sales contracts, 
title defects, encumbrances, charges and other restrictions of 
every kind (collectively, the "Liens") except as specifically 
permitted by this Agreement, on the terms and subject to the 
conditions set forth in this Agreement, all right, title and 
interest in and to all of the assets of the Business (with the 
exception of the Excluded Assets, as hereinafter defined), whether 
real, personal or mixed, tangible or intangible, together with any 
replacements thereof and additions thereto made between the date 
hereof and the Closing, including, without limitation, the assets 
that are listed on Schedules 1.01(a) through (h) of the disclosure 
schedule delivered by the Company to the Acquiror (the "Company 
Disclosure Schedule") (collectively, the "Subject Assets"), 
including the following:

     (a)     all personal property constituting a portion of the 
Subject Assets, including, without limitation, furniture, 
equipment and other fixed assets as set forth on Schedule 1.01(a) 
of the Company Disclosure Schedule (collectively, the "Fixed 
Assets");

     (b)     all of the interest in, and the rights and benefits 
accruing to the Company as the result of, the leased real and 
personal property used or useful in connection with the Business 
of the Company, as listed on Schedule 1.01(b) of the Company 
Disclosure Schedule including the lease the Company has on the 
property it leases as its headquarters located at 2151 Fountain 
Drive, Snellville, Georgia (the "Headquarters Lease")  
(collectively, the Headquarters Lease and the other leased 
property are referred to as the "Leased Property") and those other 
contracts, leases and agreements used or useful in connection with 
the Business of the Company, including but not limited to all 
Contracts which are "professional employer agreements", all as 
listed on Schedule 1.01(b) of the Company Disclosure Schedule 
(collectively with the Leased Property, the "Contracts");

     (c)     all customer records, all employee records for the 
employees of, and independent contractors retained by, the Company 
who are hired post-closing by the Acquiror, including, without 
limitation, Form I-9's, filings and records, operating data, books 
and files, documents and records of the Company pertaining to the 
Subject Assets, warranties, guaranties, service and maintenance 
documents, bills of sale, assumption agreements and other similar 
documents related to the Subject Assets, customer and employee 
lists, regulatory filings and records, copies of financial and 
accounting records, executed Contracts (as defined in paragraph 
(b) above), credit records, correspondence reasonably required for 
continued operation of the Business, current or projected budgets 


                                                                Page 2  of 47
<PAGE>

and other similar documents and records used or useful in 
connection with the Business of the Company (collectively, the 
"Records");

     (d)     all of the Company's rights in and to the licenses, 
permits, approvals and other authorizations issued to it by any 
governmental authority and used or useful in the conduct of the 
business and operations of the Company as listed on Schedule 
1.01(d) of the Company Disclosure Schedule (collectively, the 
"Licenses") to the extent such Licenses are assignable by the 
Company;

     (e)     all of the Company's rights in the Company's group 
health plan and group dental plan under the Blue Cross and Blue 
Shield Association which it currently has in place for the benefit 
of its employees, as listed and described on Schedule 1.01(e) of 
the Company Disclosure Schedule;

     (f)     all goodwill associated with the Subject Assets and 
all trademarks, trade names, logos, slogans and other intangible 
assets used or useful in connection with the Subject Assets as 
listed on Schedule 1.01(f) of the Company Disclosure Schedule to 
the extent of the Company's right, title and interest therein, 
including, without limitation, the name Stone Mountain or Stone 
Mountain Group, the initials SMG or TSMG and any logo, mark or 
symbol used in connection therewith, whether or not an application 
for trade mark or trade name protection has been filed with any 
state or federal agency; 

     (g)     all cash on hand, trade accounts receivable, deposits 
in financial institutions, cash equivalents, short and long term 
securities, certificates of deposit and other current assets 
existing as of the date of Closing, (including the names and 
addresses of all financial institutions in which the Company has 
accounts, the numbers of these accounts and the names of all 
persons authorized to draw on these accounts), as listed on 
Schedule 1.01(g) of the Company Disclosure Schedule, not to 
include the investment in Waterford (as defined below) and the 
Waterford C fund collateral, and adjusted for changes in account 
balances occurring in the ordinary course of business from the 
date indicated on Schedule 1.01(g) until Closing;

     (h)     all cash deposits and prepaid expenses listed on 
Schedule 1.01(h) hereto; and

     (i)     all goodwill associated with the foregoing and the 
Business.

SECTION 1.02  Excluded Assets and Liabilities;.  The Subject 
Assets shall not include the assets described in this Section 
1.02.  The assets described in this Section 1.02 are the two 
leases the Company has in effect for the lease of two vehicles 
leased by the Company for the use of Hal W. Pulfer and James 
Beesley (the "Car Leases"), and cash retained by the Company to 
pay the "remaining lease payments" (not including a payment in 
respect of the residual value of the leases) of these two leases, 


                                                                Page 3  of 47
<PAGE>


in the total amount of $19,743 (adjusted if the Closing occurs 
after August 31, 1996), cash retained by the Company for the 
distributions to be made to the Stone Mountain Group Shareholders 
to pay for the income tax liability they will incur in respect of 
the Company's income under Subchapter S of the Internal Revenue 
Code for the monthly installment for August 1996, which is not 
anticipated to be distributed to the Stone Mountain Group 
Shareholders until a date after Closing (which amount withheld 
must be in accordance with the Company's past practice and not 
include provision for liability attributable to any income 
recognized as a result of the transactions contemplated by this 
Agreement, which liability will be borne by the Stone Mountain 
Group Shareholders and satisfied out of the Purchase Price or 
their own individual assets), the Company's ownership interest in 
Waterford Insurance Ltd., a Cayman Islands Exempt Stock Insurance 
Company, including the C fund collateral therein ("Waterford") or 
any interest the Company has in the self-funded insurance plans 
sponsored by the Company for its employees pursuant to agreements 
with Klais & Company, Inc. (the "Former Health Plan") 
(collectively, these assets not being transferred to the Acquiror 
will be referred to as the "Excluded Assets").  The Subject Assets 
shall also not be subject to, and the Acquiror shall not assume or 
be subject to, any liabilities, obligations or commitments of the 
Company not specifically listed in Section 1.03 or included in the 
Contracts specifically referred to in Section 1.01(b) (those 
liabilities not assumed or taken subject to are referred to as the 
"Excluded Liabilities").  Without limiting the generality of the 
foregoing, the Excluded Liabilities shall include, and neither the 
Acquiror nor any Subsidiary of the Acquiror, shall be under any 
obligation, nor shall be deemed, to assume any obligation or 
liability of the Company for the following (except for those 
liabilities reflected in the pro-forma column of the Company's 
adjusted June 30, 1996 balance sheet attached as Schedule 1.02):

     (a)     any liability with respect to any pension, 
retirement, savings, disability, medical, dental, health, life 
(including all individual life insurance policies as to which the 
Company is the owner, beneficiary or both), death benefit, group 
insurance, profit sharing, deferred compensation, stock option, 
bonus, incentive, vacation pay, severance pay, Code Section 125 
"cafeteria" or "flexible benefit" plan, or other employee benefit 
plan, trust, arrangement, contract, agreement, policy or 
commitment (including without limitation, all employee pension 
benefit plans as defined in Section 3(2) of the Employee 
Retirement Income Security Act of 1974, as amended ("ERISA"), and 
all employee welfare benefit plans as defined in Section 3(1) of 
ERISA), under which current or former employees of the Company or 
its ERISA Affiliates (as defined in Section 4.11(c) below) are 
entitled to participate by reason of their employment with the 
Company or its ERISA Affiliates, whether or not any of the 
foregoing is funded, whether insured or self-funded, and whether 
written or oral, (i) to which the Company or its ERISA Affiliates 
is a party or a sponsor or a fiduciary thereof or by which the 
Company or its ERISA Affiliates (or any of their rights,  
properties or assets) is bound or (ii) with respect to which the 


                                                                Page 4  of 47
<PAGE>


Company or its ERISA Affiliates has made any payments, 
contributions or commitments, or may otherwise have any liability 
(whether or not the Company or its ERISA Affiliates still 
maintains such plan, trust, arrangement, contract, agreement, 
policy or commitment) (the "Employee Benefit Plans");

     (b)     any liability incurred by or assessed against the 
Acquiror or any Subsidiary or affiliate of the Acquiror that 
arises under Sections 4980B and 5000 of the Code and with respect 
to any failure to comply by the Company with the continuation 
health care coverage requirements of Section 4980B of the Code and 
Sections 601 through 608 of ERISA, which failure occurs with 
respect to any person who is or was a current or former employee 
of the Company or any qualified beneficiary of such employee (as 
defined in Section 4980B(g)(1) of the Code);

     (c)     the Company's or the Stone Mountain Group 
Shareholders' legal, accounting, broker's or other fees or 
expenses arising out of the transactions contemplated by this 
Agreement, which shall be satisfied by the Company or the Stone 
Mountain Group Shareholders out of the Purchase Price, except for 
the amounts described in Section 1.03;

     (d)     with respect to federal income or excess profits 
taxes or state or local income, sales, use, excise, ad valorem or 
franchise taxes, together with any interest, assessments and 
penalties thereon arising out of or attributable to the conduct of 
the Company's operations and business prior to the Closing (as 
hereinafter defined), including but not limited to the disputed 
tax penalty in the amount of $61,697.25 that is being contested by 
Brooks Holmes Williams & Cook LLC, or the Company's federal income 
or capital gain, taxes or state or local income or franchise taxes 
arising by virtue of the transactions contemplated by this 
Agreement;

     (e)     with respect to litigation or other legal proceedings 
or investigations  to the extent related to the Company on and 
prior to the Closing;

     (f)     with respect to any liability arising out of the 
Company's ownership interest in Waterford, whether for unpaid 
premiums, currently outstanding or future retroactive assessments, 
tax liabilities, or any other liabilities or obligations related 
to Waterford;

     (g)     with respect to wages, salaries, bonuses, 
commissions, overtime or other employee and independent contractor 
benefits relating to periods on and prior to the Closing;

     (h)     any liability with respect to the Car Leases;

     (i)     any liability with respect to the Former Health Plan;

     (j)     any tort, crime or workers' compensation claim 
(including claims for insurance premiums in respect thereof) or 


                                                                Page 5  of 47
<PAGE>


any other claim against the Company based on any acts, omissions 
or facts occurring or arising on or prior to the Closing;

     (k)     any liability with respect to the transfer of the 
Subject Assets or the dissolution and liquidation of the Company; 
     (l)     any amount owed by the Company to any one or more of 
the Stone Mountain Group Shareholders, unless specifically 
referred to elsewhere in this Agreement as a liability which the 
Acquiror will assume as detailed in the pro-forma column of 
Schedule 1.02; 

     (m)     any liability with respect to sales commissions paid 
(or to be paid) to employees or independent contractors of the 
Company in connection with the Company's professional employer 
agreements listed on Schedule 1.01(b); and

     (n)     with respect to any other accrued liabilities 
relating to matters or periods on or prior to the Closing.

SECTION 1.03  Assumed Liabilities;.  The Acquiror shall, at 
the Closing, assume and undertake to perform, pay, satisfy or 
discharge in accordance with their terms, only such liabilities, 
obligations and commitments of the Company relating to the period 
commencing after the Closing under the Leased Property and the 
Contracts to be assigned to it as listed on Schedule 1.01(b) of 
the Company Disclosure Schedule, liabilities for trade accounts 
payable occurring in the ordinary course of the Business (other 
than any set forth in Section 1.02 above), a non-interest bearing 
non-secured promissory note from the Company to Hal Pulfer, in the 
amount of $166,500, $20,000 of which shall be payable at Closing 
and the balance of which shall be payable on January 3, 1997, 
which the Company issued to Hal W. Pulfer in respect of a finder's 
fee (the "Finder's Fee"), and 50% of the cost of the audit of the 
1994 Financial Statements, and as may otherwise be expressly 
assumed pursuant to this Agreement (the "Assumed Liabilities").

SECTION 1.04  ;The Closing;.  The closing of the 
transactions contemplated by this Agreement (the "Closing") will 
take place at the offices of The Hartsfield Group, Inc., Six 
Concourse Parkway, Suite 1930, Atlanta, Georgia, 30328, at 1:00 
P.M., and will be effective on the date of Closing.  At the 
Closing, the Company shall deliver to Acquiror such bills of sale, 
endorsements and assignments (in the forms attached as Exhibit 
1.04), and other customary instruments and documents and 
certificates reasonably satisfactory to Acquiror and its counsel 
as shall be sufficient to vest in Acquiror good, valued and 
marketable title to the Subject Assets, free and clear of all 
liens, and to assign the Contracts to Acquiror or to such person 
within Acquiror's Affiliated Group as designated by Acquiror, and 
the Acquiror shall deliver to the Company the Purchase Price, 
pursuant to the terms and conditions specified in Article II 
below.  In addition, at the Closing, each of the parties shall 
satisfy or deliver evidence to the other of satisfactory 
completion of each of the conditions to close applicable to it in 
accordance with Article X below.


                                                                Page 6  of 47
<PAGE>


SECTION 1.05 Prorations.  All personal or real property taxes with 
respect to the Subject Assets to be conveyed to the Acquiror 
pursuant hereto (which shall be based on the immediately prior 
year's tax bills and adjusted post-Closing after the current tax 
year's tax bills are issued and received if such current tax 
year's bills are not issued before the Closing) and any changes 
for rents or similar costs of the Business shall be prorated 
through the Closing Date.  The parties will execute a closing 
statement reflecting such prorations and adjustments.  In the 
event any amount is due from either to the other as a result of 
any such proration, the resulting amount payable shall be paid 
immediately upon demand.


                        ARTICLE II

PURCHASE PRICE;

SECTION 2.01 Purchase Price;.  (a)  The Subject Assets shall 
be sold by the Company and shall be purchased by the Acquiror for 
an aggregate purchase price (the "Purchase Price") of:

       (i)     $5,000,000, payable as specified in Section 
2.01(b) below;

       (ii)     an Incremental Payment, payable in cash 45 days 
after the first anniversary following the Closing (the 
"Incremental Payment"), computed as follows:

Incremental Payment = 75% x New Client Controllable Revenues

              where 

(r) New Client Controllable Revenues equal (A) the total amount 
billed in the 12 month period following the Closing to the 
companies identified in attached Exhibit 2.01(a), provided these 
companies execute the Acquiror's standard service contract prior 
to October 25, 1996, at prices approved by Acquiror's area 
president, less (B) amounts billed to these clients for (a) 
payroll expenses (salary and other cash compensation), (b) 
payments attributable to the Federal Insurance Contributions Act 
("FICA"), Federal Unemployment Tax Act ("FUTA") and other 
employment taxes, and (c) 50% of employer contributions for other 
employee benefits; and

       (iii)     the Assumed Liabilities.

      (b)     The portion of the Purchase Price referred to in 
Section 2.01(a)(i) above shall be paid by the Acquiror to the 
Company at Closing as follows:

       (i)     through the issuance by the Acquiror of a 
promissory note, substantially in the form of attached Exhibit 
2.01(b)(i), which promissory note shall be payable to Company in 
the principal amount of $548,437, bear interest at 7% (the 


                                                                Page 7  of 47
<PAGE>


"Beesley Note"), and which the Company and James Beesley agree 
will be assigned, endorsed and delivered by it to James Beesley on 
January 2, 1997; 

       (ii)     through the issuance by the Acquiror of a 
promissory note, substantially in the form of attached Exhibit 
2.01(b)(ii), which promissory note shall be payable to Company in 
the principal amount of $825,000, bear interest at 7% (the "Pulfer 
Note"), and which the Company and Hal W. Pulfer agree will be 
assigned, endorsed and delivered by it to Hal W. Pulfer on January 
2, 1997;

       (iii)     $2,376,563 (less reductions under Section 9.10 
below) by wire transfer of immediately available funds to an 
account designated in writing by the Company to the Acquiror at 
least five business days prior to Closing; and
 .
       (iv)     $1,250,000 in cash to be deposited with the 
Acquiror to hold as escrow agent pursuant to Article 8 of this 
Agreement and the "Escrow Agreement" (as defined in Article 8).

SECTION 2.02 Allocation.  The Purchase Price shall be allocated 
among the Subject Assets on the basis set forth in Schedule 2.02, 
which allocations shall be used by the parties for purposes of 
reporting to the Internal Revenue Service ("IRS") on Form 8594. 
The Acquiror and Company agree to cooperate with each other in 
connection with the preparation and filing of any information 
required to be furnished to the IRS under Section 1060 of the 
Code, and any applicable regulations thereunder, and shall not 
take any position in any income tax return, before any 
Governmental Entity charged with the collection of income tax, or 
in a judicial proceeding inconsistent with the terms of this 
subsection.

                          ARTICLE III

DEFINITIONS;

The term "Adverse Consequences" as used in this Agreement means 
all actions, suits, proceedings, hearings, investigations, 
charges, complaints, claims, demands, injunctions, judgments, 
orders, decrees, rulings, damages, dues, penalties, fines, costs, 
amounts paid in settlement, liabilities, obligations, Taxes (as 
defined below) liens, losses, expenses and fees, including court 
costs and reasonable attorneys' fees and expenses.

The term "Affiliated Group" has the meaning described in Section 
1504 of the Code, without regard to the exceptions contained in 
subsection (b) thereof.

The term "Code" means the Internal Revenue Code of 1986, as 
amended.

The term "Company Material Adverse Effect" as used in this 
Agreement shall mean any change or effect that is materially 


                                                                Page 8  of 47
<PAGE>


adverse to the financial condition, results of operations, 
businesses, properties, assets or liabilities of the Company.  A 
change or effect shall be considered materially adverse if it has 
a negative financial impact of at least $25,000.
The term "person" as used in this Agreement means an individual, 
corporation, partnership, association, trust, unincorporated  
organization, other entity or group (as defined in Section 13(d) 
of the Securities Exchange Act of 1934, as amended (the "Exchange 
Act").

The term "knowledge" of a party as used in this Agreement, means 
the actual knowledge of a person, or of its current officers and 
directors in the case of a corporate person, after reasonable 
investigation.

The term "Law" shall mean any federal, state or local law, 
statute, rule, ordinance or regulation (including codes, plans, 
judgments, injunctions, administrative interpretations, orders, or 
charges thereunder).

The term "Subsidiary" (or its plural) as used in this Agreement 
with respect to the Company or the Acquiror shall mean any 
corporation, partnership, joint venture or other legal entity of 
which the Company or the Acquiror, as the case may be (either 
alone or through or together with any other Subsidiary), owns, 
directly or indirectly, 50% or more of the stock or other equity 
interests the holders of which are generally entitled to vote for 
the election of the board of directors or other governing body of 
such corporation or other legal entity.


                        ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND STONE MOUNTAIN 
GROUP SHAREHOLDERS;

     The Company and each of Hal W. Pulfer and James Beesley 
represents and warrants to Acquiror that the statements contained 
in this Article 4 are correct and complete as of the date of this 
Agreement and will be correct and complete as of the Closing (as 
though made then and as though the Closing were substituted for 
the date of this Agreement throughout this Article 4).  Each of 
the other Stone Mountain Group Shareholders represents and 
warrants to Acquiror that, to his knowledge, the statements 
contained in this Article 4 are correct and complete as of the 
date of this Agreement and will be correct and complete as of the 
Closing (as though made then and as though the Closing were 
substituted for the date of this Agreement throughout this Article 
4).

SECTION 4.01  Organization and Qualification; No 
Subsidiaries;.  The Company is a corporation, duly incorporated, 
validly existing and in good standing under the laws of Georgia, 
has all requisite corporate or other power and authority to own, 
lease and operate its properties and to carry on its business as 


                                                                Page 9  of 47
<PAGE>


it is now being conducted and is duly qualified and in good 
standing to do business in each jurisdiction in which the nature 
of the business conducted by it or the ownership or leasing of its 
properties makes such qualification necessary, including all 
qualifications under any "professional employer organization" or 
similar state statute in effect in any state in which the Company 
provides employees under any "employee leasing" arrangement.  The 
Company does not now have and has never had any "Subsidiary", nor 
owned 80 percent or more of any corporation or been a member of an 
Affiliated Group.

SECTION 4.02  Articles of Incorporation; By-Laws;.  The 
Company has furnished to Acquiror complete and correct copies of 
its Articles of Incorporation and By-Laws, as amended or restated.  
The Company is not in violation of any of the provisions of its 
Articles of Incorporation or By-Laws, as amended or restated.

SECTION 4.03  Capitalization;. (a) The authorized capital 
stock of the Company consists of 100,000 shares of Company Common 
Stock, of which 1,000 shares were issued and outstanding.  The 
Company has no other classes of stock.

     (b)     All outstanding shares of Company Common Stock are 
duly authorized, validly issued, fully paid and non-assessable.  
No outstanding shares of Company Common Stock have been issued in 
violation of any pre-emptive or similar rights. There are no 
options, warrants or other rights, agreements, arrangements or 
commitments to which the Company is a party of any character 
relating to the issued or unissued capital stock of the Company or 
obligating the Company to grant, issue, sell or register for sale 
any shares of the capital stock of the Company, by sale, lease, 
license or otherwise.  Except as disclosed in the June 30, 1996 
balance sheet of the Company, as of the date of this Agreement, 
there are no obligations, contingent or otherwise, of the Company 
to provide funds to, or make any investment in (in the form of a 
loan, capital contribution or otherwise), or provide any guarantee 
with respect to the obligations of the Company or any other 
person.

SECTION 4.04  Authority; Vote Required;.  The Company has the 
requisite corporate power and authority to execute and deliver 
this Agreement, to perform its obligations under this Agreement 
and to consummate the transactions contemplated by this Agreement.  
The execution and delivery of this Agreement by the Company and 
the consummation by the Company of the transactions contemplated 
by this Agreement have been duly authorized by all necessary 
corporate action and no other corporate proceedings on the part of 
the Company are necessary to authorize this Agreement or to 
consummate the transactions contemplated by this Agreement.  This 
Agreement has been duly executed and delivered by the Company and, 
assuming the due authorization, execution and delivery by 
Acquiror, constitutes a legal, valid and binding obligation of the 
Company subject to bankruptcy, insolvency, reorganization, 
moratorium and other laws limiting creditors' rights generally and 
to general equity principles.  The  transactions contemplated by 


                                                                Page 10 of 47
<PAGE>                                                           


this Asset Purchase Agreement will not give rise to any appraisal 
rights or dissenter's rights of the Stone Mountain Group 
Shareholders.  As of the date of the Closing, all actions required 
to be taken by the Board of Directors of the Company under Section 
14-2-1202 of the Georgia Code regarding shareholder approval of a 
sale of assets by the Company have been taken and the Stone 
Mountain Group Shareholders have approved the transactions 
contemplated by this Asset Purchase Agreement as required under 
such section of the Georgia Code. 

SECTION 4.05  No Conflict; Required Filings and Consents;.  
The execution and delivery of this Agreement by the Company do 
not, and the performance of this Agreement by the Company will 
not, (i) conflict with or violate the Articles of Incorporation or 
By-Laws or equivalent organizational documents of the Company; 
(ii) subject to giving the notices and obtaining the consents, 
approvals, authorizations or permits described in Schedule 4.05 of 
the Company Disclosure Schedule, conflict with or violate any Laws 
applicable to the Company or by which any of its respective 
properties is bound or affected; or (iii) result in any breach of 
or constitute a default (or an event that with notice or lapse of 
time or both would become a default) under, or give to others any 
rights of termination, amendment, acceleration or cancellation of, 
or result in the creation of a lien or encumbrance on any of the 
properties or assets of the Company pursuant to, any note, bond, 
mortgage, indenture, contract, agreement, lease, license, permit, 
franchise or other instrument or obligation to which the Company 
is a party or by which the Company or any of its respective 
properties is bound or affected, except for any such conflicts or 
violations described in clause (ii) that would not have, in the 
aggregate, a Company Material Adverse Effect, and any such 
breaches or defaults described in clause (iii) that would not, in 
the aggregate, have a Company Material Adverse Effect.

SECTION 4.06  Permits; Compliance;.  The Company is in 
possession of all material franchises, grants, authorizations, 
licenses, permits, easements, variances, exemptions, consents, 
certificates, approvals and orders necessary for the Company to 
own, lease and operate its properties or to carry on its business 
substantially as it is now being conducted (the "Company Permits") 
and no suspension, revocation or cancellation of any of the 
Company Permits is pending or, to the knowledge of the Company, 
threatened.  In particular, the Company, and Hal W. Pulfer and 
James Beesley, are licensed or registered as professional employer 
organizations and as control persons thereof, respectively, in 
each jurisdiction in which their activities require such licensing 
or registration, except where failure to comply will not have a 
Company Material Adverse Effect, and except as disclosed in 
Schedule 4.06 of the Company Disclosure Schedule.  The Stone 
Mountain Group Shareholders represent and warrant that the Company 
will not suffer a Company Material Adverse Effect as a result of 
the exceptions disclosed on Schedule 4.06 of the Company 
Disclosure Schedule, considered in the aggregate and not on a per 
violation basis.  The Company has not operated and is not 
operating in violation of any Law applicable to the Company or by 


                                                                Page 11 of 47
<PAGE>


which any of its respective properties is bound or affected, 
including without limitation, the Occupational Safety and Health 
Act, Environmental Protection Act, Equal Employment Opportunities 
Act, the Age Discrimination in Employment Act, Title VII of the 
Civil Rights Act, the Vocational Rehabilitation Act, the Americans 
with Disabilities Act, Vietnam Era Veterans Readjustment Act, Fair 
Labor Standards Act, Federal Drug Free Workplace Act, and all Laws 
relating to wages and hours, workers' compensation, labor practice 
regulations, employment discrimination and state employee leasing 
and registration requirements.  The Company is not the object of 
any employee claims alleging violation of federal or state laws 
prohibiting discrimination or sexual harassment or any other 
charges reportable to the Equal Employment Opportunity Commission 
or comparable state human rights or equal employment opportunity 
agency.

SECTION 4.07  Reports; Financial Statements;.  (a) Since 
December 31, 1991, the Company has filed all forms, reports, 
statements and other documents required to be filed with all 
applicable federal or state regulatory authorities (all such 
forms, reports, statements and other documents, including any 
amendment thereto, being collectively referred to as the "Company 
Reports").  The Company Reports were prepared in all material 
respects in accordance with the requirements of applicable Law.

     (b)     The audited balance sheet of the Company for the year 
ended December 31, 1995 and the statements of income, changes in 
stockholders' equity and cash flows for the fiscal year ended on 
December 31, 1995, including any notes thereto, all of which have 
been audited by Brooks, Holmes, Williams & Cook, LLC, certified 
public accountants (such financial statements as of, at and for 
the year ended December 31, 1995 being referred to herein as the 
"1995 Financial Statements"), have been prepared in all material 
respects in accordance with generally accepted accounting 
principles ("GAAP") applied on a consistent basis throughout the 
periods involved (except to the extent required by changes in GAAP 
or as may be indicated in the notes thereto) and (ii) present 
fairly, in all material respects, the financial position of the 
Company as of the respective dates thereof and the results of 
operations and cash flows for the periods indicated.

     (c)     The unaudited balance sheet of the Company for the 
year ended December 31, 1994 and the statements of income, changes 
in stockholders' equity and cash flows for the fiscal year ended 
on December 31, 1994, including any notes thereto (such financial 
statements as of, at and for the fiscal year ended December 31, 
1994 being referred to herein as the "1994 Financial Statements"), 
have been prepared in all material respects in accordance with 
GAAP applied on a consistent basis throughout the periods involved 
(except to the extent required by changes in GAAP or as may be 
indicated in the notes thereto) and (ii) present fairly, in all 
material respects, the financial position of the Company as of the 
respective dates thereof and the results of operation and cash 
flows for the periods indicated.  The financial information and 
disclosures in the unaudited 1994 Financial Statements will be 


                                                                Page 12 of 47
<PAGE>


substantially the same as in audited 1994 Financial Statements, 
which are currently being prepared by the Company's certified 
public accountants, Brooks, Holmes, Williams & Cook, LLC, and 
which will be issued on an unqualified basis.  The Company has 
been informed by Brooks, Holmes, Williams & Cook, LLC, that 
audited 1994 Financial Statements will be available by September 
16, 1996.  The Stone Mountain Group Shareholders represent and 
warrant that in all cases these audited 1994 financial statements 
will be available within 45 days of the Closing.  In making this 
representation, the Stone Mountain Group Shareholders understand 
that as a result of the Acquiror's consummation of the 
transactions contemplated hereby, the Acquiror must file a Form 8K 
with the Securities and Exchange Commission within 60 days after 
the date of this Agreement, which Form 8K must include the 
Company's audited 1994 Financial Statements.  The fee charged by 
Brooks, Holmes, Williams & Cook LLC for the full cost of the audit 
being conducted on the 1994 financial statements shall be paid as 
provided in Section 9.09 below.

     (d)     The unaudited balance sheet and statements of income, 
changes in stockholders' equity and cash flows of the Company for 
the six months ended June 30, 1996 (such financial statements 
being referred to as the "Interim Financial Statements"), (i) have 
been prepared in accordance with GAAP applied on a consistent 
basis with the 1995 Financial Statements, and (ii) present fairly, 
in all material respects, the financial position of the Company as 
of June 30, 1996 and the six month period ended June 30, 1996.

     (e)     Except as and to the extent reflected or reserved in 
the balance sheet of the Company for the six months ended June 30, 
1996, including all notes thereto (the "Company Balance Sheet"), 
the Company does not have any liabilities or obligations of any 
nature (whether accrued, absolute, contingent or otherwise) that 
would be required to be reflected on, or reserved against in, a 
balance sheet of the Company or in the notes thereto, prepared in 
accordance with GAAP, except for liabilities or obligations 
incurred in the ordinary course of business since June 30, 1996.

SECTION 4.08  Absence of Certain Changes or Events;.  Except 
as contemplated in this Agreement or the Company Disclosure 
Schedule, since June 30, 1996:

     (a)     there has not been any change which has caused or 
development of a prospective change which is reasonably likely to 
cause a Company Material Adverse Effect;

     (b)     the Company has not increased compensation to 
officers or key employees or increased or created any new bonus, 
insurance, pension or other employee benefit plan, payment or 
arrangement (including, but not limited to, the granting of 
employee stock options), except for contemplated increases in 
compensation or bonuses described in Schedule 4.08(b) of the 
Company Disclosure Schedule, none of which have created or will 
have created as of the Closing a binding obligation on the part of 
the Company or Acquiror;


                                                                Page 13 of 47
<PAGE>


     (c)     the Company has not made any loans or advances to any 
officer, director, shareholder or affiliate of the Company (except 
for ordinary travel and business expense payments), or guaranteed 
or pledged collateral to support any loan or advance made to an 
officer, director, shareholder or affiliate of the Company;

     (d)     the Company has not entered into any agreement, 
contract, lease, or license (or series of related agreements, 
contract, leases, or licenses) involving more than $50,000;

     (e)     no party (including the Company) has accelerated, 
terminated, modified, or canceled any agreement, contract, lease, 
or license (or series of related agreements, contracts, leases, 
and licenses) involving more than $50,000 to which the Company is 
a party or by which it is bound, or notified the Company that it 
intends to do any of the foregoing;

     (f)     the Company has not imposed any security interest 
upon any of its assets, tangible, or intangible;

     (g)     the Company has not made a capital expenditure (or 
series of related capital expenditures) involving more than 
$25,000;

     (h)     the Company has not made any capital investment in, 
any loan to, or any acquisition of the securities or assets of, 
any other person (or series of related capital investments, loans, 
and acquisitions) involving more than $50,000, except for payments 
to Waterford for premiums in accordance with past business 
practice;

     (i)     the Company has not delayed or postponed the payment 
of accounts payable and other liabilities;

     (j)     the Company has not canceled, compromised, waived, or 
released any right or claim (or series of related rights or 
claims) involving more than $25,000;

     (k)     the Company has not made any transfers of cash except 
in the ordinary course of business;

     (l)     there has not been any change in the material 
accounting methods or practices followed by the Company except as 
required or permitted by GAAP; and

     (m)     the Company has not entered into any commitment 
(contingent or otherwise) to do any of the foregoing.

SECTION 4.09  Absence of Litigation;.  (a) Schedule 4.09(a) of 
the Company Disclosure Schedule lists (i) all claims, actions, 
suits, litigations, proceedings, arbitrations or investigations of 
any kind against the Company, which are pending or, to the 
Company's knowledge, threatened, and (ii) to the Company's 
knowledge, all claims, actions, suits, litigations, proceedings, 
arbitrations or investigations of any kind against any client of 


                                                                Page 14 of 47
<PAGE>


the Company which are pending or threatened, for any activity that 
is or could be covered by or within the scope of the agreement the 
Company has with the client.  There is no action pending seeking 
to enjoin or restrain the transactions contemplated by this 
Agreement.  The Company is not subject to any liability as a 
result of a claim threatened or brought by any employee or former 
employee of the Company even though the possibility of such claim 
has been disclosed to Acquiror prior to Closing.

     (b)     The Company is not subject to any continuing order 
of, consent decree, settlement agreement or other similar written 
agreement with, or, to the knowledge of the Company, continuing 
investigation by, any governmental entity (which includes all 
federal, state, local, and foreign governments (and all agencies 
thereof), or any judgment, order, writ, injunction, decree or 
award of any governmental entity or arbitrator, including without 
limitation, cease-and-desist or other orders.

SECTION 4.10  Contracts; No Default;.  (a) Schedule 4.10(a) of 
the Company Disclosure Schedule sets forth as of the date of this 
Agreement a list of each Contract:

       (i)      which is a professional employer organization 
agreement; 

       (ii)     concerning a partnership or joint venture with 
another person;

       (iii)     involving annual consideration in excess of 
$15,000; 

       (iv)     involving employment agreements, employment 
contracts or understandings (other than understandings with 
respect to "at will" employment) relating to employment to which 
the Company is a party; 

       (v)     concerning confidentiality or non-competition; 

       (vi)     with any shareholder of the Company or 
affiliate or person under the influence or control of or related 
to any shareholder or affiliate of the Company;

       (vii)     involving indebtedness of the Company (other 
than trade payables arising in the ordinary course of business) or 
pursuant to which the Company has guaranteed the indebtedness of 
another or a security interest in an asset of the Company has been 
created; or

       (viii)     which the Company otherwise believes to be 
material to the business of the Company or under which the 
consequences of a default or termination could have a Company 
Material Adverse Effect.

     (b)     Each Contract listed in Schedule 4.10(a) of the 
Company Disclosure Schedule is in full force and effect, is a 


                                                                Page 15 of 47
<PAGE>


legal, valid and binding contract or agreement of the Company, 
subject to bankruptcy, insolvency, reorganization, moratorium and 
other laws limiting creditors' rights generally and to general 
equity principles and to public policy concerns, and there is no 
default (or any event known to the Company which, with the giving 
of notice or lapse of time or both, would be a default) by the 
Company or any other party to a Contract, in the timely 
performance of any obligation to be performed or paid under any 
such contract or agreement.  The Company has full legal power and 
authority to assign its rights under the Contracts to Acquiror in 
accordance with this Agreement, and such assignment will not 
affect the validity, enforceability or continuity of any of the 
Contracts.  All of the Contracts which are "professional employer 
agreements" may also be assigned by the Company or Acquiror to any 
person within the Affiliated Group of which Acquiror is a member 
without the need to obtain the consent of any other Person.  All 
consents, waivers, approvals and authorizations which may be 
required with respect to the transactions contemplated hereby are 
listed on Schedule 4.10(a) of the Company Disclosure Schedule and 
will have been duly obtained by the Company and delivered to 
Acquiror and its counsel prior to Closing in a form reasonably 
satisfactory to Acquiror and its counsel.  Except as set forth on 
Schedule 4.10(b), no party is seeking renegotiation of a Contract 
or substitute performance thereunder or has repudiated any 
provision thereunder or indicated that it intends to terminate or 
not renew a Contract.

     (c)     Schedule 4.10(c) of the Company Disclosure Schedule 
sets forth with respect to each Contract between the Company, and 
its clients which are co-employers of the Company's employees, 
each breach of contract or failure of performance claim in excess 
of $25,000 made against the Company during the three years 
immediately preceding the date of this Agreement and through the 
Closing Date.

     (d)     Except as set forth on Schedule 4.10(d), there are no 
outstanding powers of attorney executed on behalf of the Company; 

     (e)     The Company is not subject to any liability to, or 
claim by, Employee Resources Management, Inc. or International 
Business Services, Inc., nor is the Company currently subject to 
any agreement, whether written or oral (and including any joint 
venture) with either of those persons or any owner of affiliate 
thereof.  The Company is not subject to any liability to, or claim 
by, a third party as a result of any past agreement with Employee 
Resources Management, Inc., or International Business Services, 
Inc. or any owners or affiliates thereof.

SECTION 4.11  Employee Benefit Plans; Labor Matters;.  (a) 
Schedule 4.11 of the Company Disclosure Schedule lists all 
pension, retirement, savings, disability, medical, dental, health, 
life (including all individual life insurance policies as to which 
the Company is the owner, beneficiary or both), death benefit, 
group insurance, profit sharing, deferred compensation, stock 
option, bonus, incentive, vacation pay, severance pay, Code 


                                                                Page 16 of 47
<PAGE>


Section 125 "cafeteria" or "flexible benefit" plan, or other 
employee benefit plan, trust, arrangement, contract, agreement, 
policy or commitment (including without limitation, all employee 
pension benefit plans as defined in Section 3(2) of ERISA, and all 
employee welfare benefit plans as defined in Section 3(1) of 
ERISA), under which current or former employees of the Company or 
its ERISA Affiliates (as defined in Section 4.11(c) below) are 
entitled to participate by reason of their employment with the 
Company or its ERISA Affiliates, whether or not any of the 
foregoing is funded, whether insured or self-funded, and whether 
written or oral, (i) to which the Company or its ERISA Affiliates 
is a party or a sponsor or a fiduciary thereof or by which the 
Company or its ERISA Affiliates (or any of their rights,  
properties or assets) is bound or (ii) with respect to which the 
Company or its ERISA Affiliates has made any payments, 
contributions or commitments, or may otherwise have any liability 
(whether or not the Company or its ERISA Affiliates still 
maintains such plan, trust, arrangement, contract, agreement, 
policy or commitment).  For each Employee Benefit Plan, the 
Company has provided true and correct copies of all plan 
documents, summary plan descriptions, determination letters and 
most recent Form 5500.

     (b)     All required reports and descriptions have been filed 
or distributed appropriately with respect to each Employee Benefit 
Plan, including filings with the Pension Benefit Guaranty 
Corporation, Internal Revenue Service or Department of Labor.

     (c)     For purposes of this Agreement, "ERISA Affiliates" 
shall mean any trade or business (whether or not incorporated) 
that is part of the same controlled group, or under common control 
with, or part of an affiliated service group that includes, the 
Company within the meaning of Section 414(b), (c), (m) or (o) of 
the Code.  Schedule 4.11 of the Company Disclosure Schedule lists 
all ERISA Affiliates of the Company.

     (d)     As used in this Agreement, "Pension Plan" means any 
Employee Benefit Plan which is an employee pension benefit plan as 
defined in Section 3(2) of ERISA or is otherwise a pension, 
savings or retirement plan or a plan of deferred compensation.

     (e)     With respect to the Employee Benefit Plans:

       (i)     None of the Employee Benefit Plans is a 
"multiemployer plan," as such term is defined in Section 3(37) of 
ERISA; each of the Employee Benefit Plans that are subject to 
ERISA is in compliance (both in form and operation) with ERISA, 
the Code and all other applicable Laws; each of the Employee 
Benefit Plans intended to be "qualified" within the meaning of 
Section 401(a) of the Code is so qualified, has received a 
favorable determination letter ruling that the plan complies with 
the Tax Reform Act of 1986, as amended, and has been administered 
and operated in accordance with all laws so as to maintain such 
qualification; no Employee Benefit Plan has an accumulated or 
waived funding deficiency within the meaning of Section 412 of the 


                                                                Page 17 of 47
<PAGE>


Code; neither the Company nor any ERISA Affiliate has incurred, 
directly or indirectly, any liability (including any contingent 
liability) to or on account of an Employee Benefit Plan pursuant 
to Title IV of ERISA; no proceedings have been instituted to 
terminate any Employee Benefit Plan that is subject to Title IV of 
ERISA; no "reportable event," as such term is defined in Section 
4043(b) of ERISA, has occurred with respect to any Employee 
Benefit Plan; and no condition exists that presents a material 
risk to the Company or an ERISA Affiliate of incurring a liability 
to or on account of a Employee Benefit Plan pursuant to Title IV 
of ERISA.

       (ii)     The current value of the assets of each of the 
Employee Benefit Plans that are subject to Title IV of ERISA 
exceeds the present value of the accrued benefits under each such 
Plan, taking into account projected salary increases and based 
upon the actuarial assumptions used for funding purposes in the 
most recent actuarial report prepared for such Plans; and all 
contributions, premium payments or other amounts payable by the 
Company and ERISA Affiliates through the Closing with respect to 
each Employee Benefit Plan in respect of current or prior plan 
years have been or will be (prior to or at the Closing) either 
paid or accrued on the Company's regularly prepared financial 
statements.

       (iii)     There are no pending, threatened or 
anticipated material claims (other than routine claims for 
benefits) by, on behalf of or against any of the Employee Benefit 
Plans, the fiduciaries of such plans or any trust related thereto.

       (iv)     No Employee Benefit Plan provides benefits, 
including, without limitation, death or medical benefits (whether 
or not insured), with respect to current or former employees, 
their spouses or dependents for periods extending beyond their 
retirement or other termination of service (other than (i) 
coverage mandated by applicable law, (ii) death benefits or 
retirement benefits under any Pension Plan, or (iii) deferred 
compensation accrued as liabilities on the books of the Company or 
the ERISA Affiliates).

     (f)     The Company is not a party to any collective 
bargaining or other labor union contracts.  There are no union 
organization attempts underway with respect to the employees of 
the Company.  There is no pending or, to the knowledge of the 
Company, threatened labor dispute, strike or work stoppage against 
the Company.  To the knowledge of the Company, the Company has not 
committed any unfair labor practices (as defined in the National 
Labor Relations Act of 1947, as amended) in connection with the 
operation of the business of the Company, and there is no pending 
or, threatened charge or complaint against the Company by the 
National Labor Relations Board or any comparable state or local 
agency.

SECTION 4.12  Taxes;. (a) (i) All Returns (as defined below) 
in respect of Taxes (as defined below) required to be filed with 


                                                                Page 18 of 47
<PAGE>


respect to the Company have been timely filed (including 
extensions), including without limitation, all forms 5471 which 
have been required in connection with the Company's ownership of 
an interest in Waterford and no extension of time within which to 
file any such Return has been requested, which Return has not 
since been filed;

      (ii)     all Taxes shown on Returns to be due or payable 
have been timely paid and all payments of estimated Taxes required 
to be made with respect to the Company under Section 6655 of the 
Code or any comparable provision of state, local or foreign law 
have been made on the basis of the Company's good faith estimate 
of the required installments;

     (iii)     all Returns (or, in cases where amended Returns 
have been filed, such Returns as amended) are true, correct and 
complete in all material respects, including without limitation, 
all forms 5471 which have been required in connection with the 
Company's ownership of an interest in Waterford;

     (iv)     no adjustment relating to any Return has been 
proposed in writing by any Tax authority, except proposed 
adjustments that have been resolved prior to the date hereof, and 
the ongoing dispute described in Schedule 4.12(a)(iv) of the 
Company Disclosure Schedule, which involves a disputed tax penalty 
in the amount of $61,697.25 that is being contested by Brooks 
Holmes Williams & Cook LLC;

     (v)     there are no outstanding subpoenas or requests for 
information with respect to any federal, state, local or foreign 
income tax Returns of the Company or the Taxes reflected on such 
Returns;

     (vi)     The Company is not a party to any Tax allocation 
or sharing agreement. The Company (A) has never been a member of 
an Affiliated Group, and (B) has no liability for the Taxes of any 
person under Section 1.1502-6 of the Treasury Regulations (or any 
similar provision of state, local or foreign law), as a transferee 
or successor, by contract, or otherwise;

     (vi)     the Company has not, in any taxable period for 
which the statute of limitations on assessment remains open, 
acquired any corporation that filed a consolidated federal income 
tax return with any other corporation that was not also acquired 
by the Company, and no corporation that was included in the filing 
of a Return with the Company on a consolidated, combined, or 
unitary basis has left the Company's consolidated, combined or 
unitary group in a taxable year for which the statute of 
limitations on assessment remains open;

     (vii)     no consent under Section 341(f) of the Code has 
been filed with respect to the Company;

     (viii)  there are no Tax liens on any assets of the 
Company other than liens for Taxes not yet due or payable;


                                                                Page 19 of 47
<PAGE>


     (ix)  all Taxes required to be withheld, collected or 
deposited by the Company during any taxable period for which the 
statute of limitations or an assessment remains open have been 
timely withheld, collected or deposited and, to the extent 
required, have been paid to the relevant Tax authority, except 
where the Taxes in question are subject to challenge by the 
Company in an appropriate proceeding, and adequate reserves 
therefor have been provided on the Company's financial statements, 
and disclosure has been made by the Company in Schedule 
4.12(a)(ix) of the Company Disclosure Schedule;

     (x)     the Company was not acquired in a qualified stock 
purchase under Section 338(d)(3) of the Code and no elections 
under Section 338(g) of the Code, protective carryover basis 
elections, offset  prohibition elections or other deemed or actual 
elections under Section 338 are applicable to the Company;

     (xi)     there is no material difference on the books of 
the Company between the amounts of the book basis and the tax 
basis of assets (net of liabilities) that is not accounted for by 
an accrual on the books for federal income tax purposes;

     (xii)     there are no outstanding waivers or agreements 
extending the statute of limitations for any period with respect 
to any Tax to which the Company may be subject;

     (xiii) the Company is not, as of the date of this 
Agreement, under audit with respect to any taxable period for any 
federal, state, local or foreign Tax by the Internal Revenue 
Service (the "IRS") or the applicable Tax authority in each such 
state, local, or foreign jurisdiction;

     (xiv)  The Company is not and will not be subject to any 
unsatisfied U.S. or foreign tax liability as a result of its 
ownership interest in Waterford, including but not limited to any 
liability which could arise as a result of Waterford's 
classification as a "Controlled Foreign Corporation", "Foreign 
Personal Holding Company", or "Passive Foreign Investment 
Company", as such forms are defined in the Code;

     (xv) The Company has been an "S corporation", as such term 
is defined in section 1361(a)(1) of the Code, and has had a valid 
election under section 1362(a) of the Code, for each year during 
which it has been in existence.  No facts exist or have existed 
with respect to the Company, its capital structure or its 
shareholders which at any time during the Company's existence 
would cause a revocation of its Sub S election or loss of its Sub 
S status.

     (b)     For purposes of this Agreement,

     (i)     "Tax" or "Taxes" shall mean any and all taxes, 
charges, fees, levies, and other governmental assessments and 
impositions of any kind, payable to any federal, state, local or 
foreign governmental entity or taxing authority or agency, 


                                                                Page 20 of 47
<PAGE>


including, without limitation, income, franchise, net worth, 
profits, gross receipts, minimum, alternative minimum, estimated, 
ad valorem, value added, sales, use, service, real or personal 
property, capital stock, license, payroll, withholding, 
disability, employment, social security, medicare, workers 
compensation, unemployment compensation, utility, severance, 
production, excise, stamp, occupation, premiums, windfall profits, 
transfer and gains taxes, and interest, penalties and additions to 
tax imposed with respect thereto; and
     (ii)     "Returns" shall mean any and all returns, 
reports, information returns and information statements with 
respect to Taxes required to be filed with the IRS or any other 
Governmental Entity or tax authority or agency, whether domestic 
or foreign, including, without limitation, consolidated, combined 
and unitary tax returns.

SECTION 4.13  Intellectual Property Rights;.  The Company owns 
or possesses the right to use all material patents, patents 
pending, trademarks, servicemarks, trade names, service names, 
slogans, registered copyrights, trade secrets, computer software 
and other intellectual property rights it currently uses, without 
any conflict or alleged conflict with the rights of others.  Each 
item of intellectual property owned or used by the Company prior 
to the Closing, including without limitation the names Stone 
Mountain and Stone Mountain Group, and any related marks, symbols 
or logos, will be owned or available for use by the Acquiror on 
the same terms and conditions immediately following Closing.  The 
Company has taken all necessary and desirable action to maintain 
and protect each such item of intellectual property.  Schedule 
4.13 of the Company Disclosure Schedule lists all of the 
intellectual property rights used by the Company as well as any 
intellectual property rights owned by third parties and used by 
the Company pursuant to licenses, sublicenses, agreement or 
permission.  All such licenses, sublicenses, agreements or 
permissions are valid, binding and in full force and effect and no 
default has occurred or notice of default been received with 
respect thereto.

SECTION 4.14  Insurance;.  (a)  Schedule 4.14(a) of the 
Company Disclosure Schedule lists all policies and binders of 
insurance for professional liability, directors and officers, 
property and casualty, fire, liability, worker's compensation and 
other customary matters held by or on behalf of the Company 
("Insurance Policies"), all of which have been made available to 
Acquiror.  The Insurance Policies are in full force and effect and 
the Company is not in default with respect to any provision 
contained in any Insurance Policy nor has the Company failed to 
give any notice of any claim under any Insurance Policy in due and 
timely fashion, nor has any coverage for current claims been 
denied.  The Company has been covered during the past three years 
by insurance in scope and amount customary and reasonable for the 
activities in which it engaged and the assets it has owned during 
this three year period.

     (b) The Company owns one share of common stock and one share 


                                                                Page 21 of 47
<PAGE>


of preferred stock in Waterford.  The Company is able to sell the 
Subject Assets and enter into this Agreement without causing any 
breach of its agreement with Waterford or any additional 
liabilities for which Acquiror or any Subsidiary of Acquiror could 
be liable. The Company is current with respect to all premiums 
owed to Waterford, and there are no outstanding retroactive 
assessments or other unsatisfied liabilities or obligations 
related to the Waterford for which the Company could be made 
liable.  Prior to becoming insured for workers' compensation 
insurance and commercial general liability insurance through its 
participation in Waterford, the Company was fully insured by 
independent commercial insurance carriers and not self-insured.

SECTION 4.15  Brokers;.  No broker, finder or investment 
banker other than The Hartsfield Group, Inc. ("Hartsfield") and 
Hal W. Pulfer with respect to the Finder's Fee is entitled to any 
brokerage, finder's or other fee or commission in connection with 
the transactions contemplated by this Agreement based upon 
arrangements made by or on behalf of the Company or the Stone 
Mountain Group Shareholders.  The agreement between Hartsfield and 
Company and the Stone Mountain Group Shareholders provides that 
only the Stone Mountain Shareholders are liable for the full 
amount of fees and costs owed to or which will be owed to 
Hartsfield on consummation of the transactions contemplated by 
this Agreement.  The Stone Mountain Group Shareholders agree to 
indemnify and hold harmless the Company and the Acquiror against 
any claim, liability or obligation brought, imposed or sought to 
be imposed against any or all of them in respect of any broker, 
finder, investment banker or other fee or commission in connection 
with the transactions contemplated by this Agreement. 

SECTION 4.16  Title to Properties;. (a) The Company does not 
own any real property;

     (b)     All of the real property leased by the Company (the 
"Leased Real Property") is described in Schedule 4.16(b) of the 
Company Disclosure Schedule.  The leases for the Leased Real 
Property are in full force and effect and the Company holds a 
valid and existing leasehold interest under each of the leases.  
The Company has delivered to Acquiror complete and accurate copies 
of each of the leases for the Leased Real Property, and none of 
such leases has been modified in any respect, except to the extent 
that such modifications are disclosed by the copies delivered to 
Acquiror.  To the knowledge of the Company and the Stone Mountain 
Group Shareholders, the Company is not in default under, and to 
the knowledge of the Company no circumstances exist which, if 
unremedied, would, either with or without notice or the passage of 
time or both, result in the Company's default under any of such 
leases, except for the requirement that the Company obtain the 
consent of the landlord to assign the Headquarters Lease to 
Acquiror pursuant to this Agreement.  At the time of Closing, the 
Headquarters Lease will contain a provision permitting Acquiror to 
sublease all or part of the space leased pursuant to the 
Headquarters Lease to a third party.



                                                                Page 22 of 47
<PAGE>


     (c)     there are no pending or threatened condemnation 
proceedings, lawsuits, or administrative actions relating to the 
Leased Real Property or other matters affecting the current use, 
occupancy, or value thereof;

     (d)     all of the Company's Leased Real Property facilities 
have received all approvals of governmental authorities (including 
licenses and permits) required in connection with the ownership or 
operation thereof and have been operated and maintained in 
accordance with applicable laws, rules, and regulations; 

     (e)     to the knowledge of the Company and the Stone 
Mountain Group Shareholders, there are no other leases, subleases, 
licenses, concessions, or other agreements, written or oral, 
granting to any party or parties the right of use or occupancy of 
any portion of the Leased Real Property;
     
     (f)     there are no parties (other than the Company) in 
possession of any of the Company's Leased Real Property;

     (g)     all facilities located on the Company's Leased Real 
Property are supplied with utilities and the services necessary 
for the operation of such facilities, including gas, electricity, 
water, telephone, sanitary sewer, and storm sewer, all of which 
services are adequate in accordance with all applicable laws, 
ordinances, rules and regulations and are provided via public 
roads or via permanent, irrevocable, appurtenant easements 
benefitting the parcel of Leased Real Property;

     (h)     each parcel of Leased Real Property abuts on and has 
direct vehicular access to a public road, or has access to a 
public road via a permanent, irrevocable, appurtenant easement 
benefitting the parcel of real property, and access to the 
property is provided by paved public right-of-way with adequate 
curb cuts available.

     (i)     The Company is not in violation of any applicable 
zoning ordinance or other law, regulation or requirement relating 
to the operation of any properties used in the operation of their 
respective businesses;

     (j)     The Company is not in violation of any laws relating 
to laws governing environmental protection with respect to the 
Leased Real Property or any other real property for which it could 
be liable as a result of the activities or actions of its 
employees, nor is it subject to any liability for clean up or 
remediation under any federal, state or local law.  The Company 
has not received any written notification from any Governmental 
Entity with respect to existing violations of any Laws governing 
environmental protection with respect to the Lease Real Property 
or with respect to any real property for which it could be liable 
as a result of the activities or actions of its employees; and

     (k)     The Company owns good title to the tangible and 
intangible personal property reflected in Schedule 1.01 of the 


                                                                Page 23 of 47
<PAGE>


Company Disclosure Schedule or in the Company's Interim Financial 
Statements free and clear of any liens, encumbrances, options or 
other agreements, except as described in Schedule 4.16(k) of the 
Company Disclosure Schedule.

SECTION 4.17  Notes and Accounts Receivable.  All notes and 
accounts receivable of the Company are reflected properly on its 
books and records, are valid receivables subject to no setoffs or 
counterclaims, are current and collectible, and will be collected 
in accordance with their terms at their recorded amounts, subject 
only to the reserve for bad debts set forth on the face of the 
most recent Balance Sheet, as adjusted for the passage of time 
through the Closing in accordance with past custom and practice.

SECTION 4.18  Tax Payment and Direct Deposit Service. (a) For all 
persons which use or have used the Company's tax payment service, 
all payments related to those persons and that service have been 
collected and paid when due, and the amount of the tax payment 
service funds on deposit as of the dates of this Agreement and 
Closing equals the amount of payments due to the relevant Tax 
authorities.

     (b) The balance of direct deposits collected by the Company 
as of the Closing is equal to the amount due to the Company's 
clients and employees as of that date.

SECTION 4.19  Disclosure.  No representation or warranty contained 
in this Article 4 or in the Company Disclosure Schedule, or in any 
document, written information, statement or certificate furnished 
or to be furnished by either the Company or the Stone Mountain 
Group Shareholders to the Acquiror pursuant to this Agreement 
contains or will contain any untrue statement of a material fact, 
or omits or will omit to state a material fact necessary to make 
the statement contained herein or therein not misleading.

SECTION 4.20  Lack of Association.  Neither the Company nor any of 
the Stone Mountain Group Shareholders has, or has had at any time, 
any business relationship with Employer Resources, Inc., a 
Delaware corporation, or any owner or affiliate thereof, or 
affiliate of the owner thereof.

SECTION 4.21 Investment Intent.     Each of the Company and, when 
distributed by the Company to them, Hal W. Pulfer and James 
Beesley, (A) is acquiring the Pulfer Note and the Beesley Note 
solely for its or his own account for investment purposes, and not 
with a view to the distribution or resale thereof (other than the 
distribution by the Company of the Beesley Note to James Beesley 
and the Pulfer Note to Hal W. Pulfer, as contemplated in this 
Agreement), (B) is an "accredited investor" as defined in Rule 215 
of the regulations promulgated under the Securities Act of 1933, 
as amended (the "Securities Act") with knowledge and experience in 
business and financial matters, or is a sophisticated investor 
with sufficient knowledge and experience to evaluate an investment 
in the Acquiror, (C) has received certain information concerning 
Acquiror, including but not limited to the information contained 


                                                                Page 24 of 47
<PAGE>


in the Prospectus of Acquiror dated May 9, 1996 and Acquiror's 
quarterly report on Form 10-Q for the quarter ended June 30, 1996, 
and has had the opportunity to obtain additional information as 
desired to evaluate the merits and the risks inherent in holding 
the Pulfer Note and the Beesley Note, (D) agrees to indemnify 
Acquiror against any adverse consequences which shall arise as a 
result of a sale or distribution of the Pulfer Note or the Beesley 
Note by him or it in violation of the Securities Act and state 
securities or Blue Sky laws, and (E) acknowledges that neither the 
Beesley Note nor the Pulfer Note has been or will be registered 
under the Securities Act and will bear a legend to that effect.

                         ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE STONE MOUNTAIN GROUP SHAREHOLDERS

     Each of the Stone Mountain Group Shareholders represents and 
warrants to Acquiror that the statements contained in this Article 
5 are correct and complete as of the date of this Agreement and 
will be correct and complete as of the Closing (as though made 
then and as though the Closing were substituted for the date of 
this Agreement throughout this Article 5.

SECTION 5.01  Authorization of Transaction.  The Stone Mountain 
Group Shareholder has full power and authority to execute and 
deliver this Agreement and to perform his or its obligations 
hereunder. This Agreement constitutes the valid and legally 
binding obligation of the Stone Mountain Group Shareholder, 
enforceable in accordance with its terms and conditions.  The 
Stone Mountain Group Shareholder need not give any notice to, make 
any filing with, or obtain any authorization, 

consent, or approval of any government or governmental agency in 
order to consummate the transactions contemplated by this 
Agreement.

SECTION 5.02   Noncontravention.  Neither the execution and the 
delivery of this Agreement, nor the consummation of the 
transactions contemplated hereby, will (A) violate any 
constitution, statute, regulation, rule, injunction, judgment, 
order, decree, ruling, charge, or other restriction of any 
government, governmental agency, or court to which the Stone 
Mountain Group Shareholder is subject, or (B) conflict with, 
result in a breach of, constitute a default under, result in the 
acceleration of, create in any party the right to accelerate, 
terminate, modify, or cancel, or require any notice under any 
agreement, contract, lease, license, instrument, or other 
arrangement to which the Stone Mountain Group Shareholder is a 
party or by which he is bound or to which any of his assets is 
subject.

SECTION 5.03  Stone Mountain Group Shares.  The Stone Mountain 
Group Shareholder holds of record and owns beneficially the number 
of shares of Company Common Stock set forth next to his name in 
Schedule 5.03 of the Company Disclosure Schedule, free and clear 


                                                                Page 25 of 47
<PAGE>


of any mortgages, pledges, liens, encumbrances, charges, 
restrictions on transfer (other than any restrictions under the 
Securities Act and Blue Sky laws), Taxes, security interests, 
options, warrants, purchase rights, contracts, commitments, 
equities, claims, and demands, and the Stone Mountain Group 
Shareholders together own all of the issued and outstanding shares 
of Company Common Stock, which number is equal to the sum of the 
number of shares of Company Common Stock set forth next to the 
Stone Mountain Group Shareholders' names in Schedule 5.03 of the 
Company Disclosure Schedule.  The Stone Mountain Group Shareholder 
is not a party to any option, warrant, purchase right, or other 
contract or commitment that could require the Stone Mountain Group 
Shareholder to sell, transfer, or otherwise dispose of any capital 
stock of Stone Mountain Group (other than this Agreement).  The 
Stone Mountain Group Shareholder is not a party to any voting 
trust, proxy, or other agreement or understanding with respect to 
the voting of any capital stock of Stone Mountain Group.  The 
Stone Mountain Group Shareholder acknowledges and agrees that 
neither the shares of Company Common Stock owned by him nor, to 
his knowledge, any other outstanding stock of the Company, has 
been issued in violation of any pre-emptive or similar rights.

SECTION 5.04  Disclosure.  No representation or warranty contained 
in this Article 5 or in the Company Disclosure Schedule contains 
or will contain any untrue statement of a material fact, or omits 
or will omit to state a material fact necessary to make the 
statement contained herein or therein not misleading.


                        ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF ACQUIROR;

     The term "Acquiror Material Adverse Effect" as used in this 
Agreement shall mean any change or effect that is materially 
adverse to the financial condition, results of operations, 
business, properties, assets or liabilities of Acquiror and its 
Subsidiaries, taken as a whole; provided, however, that the 
occurrence of any or all of the changes or events described in 
Schedule 6.00 of the Acquiror Disclosure Schedule shall not, 
individually or in the aggregate, constitute an Acquiror Material 
Adverse Effect.

     Except as set forth in the Disclosure Schedule delivered by 
Acquiror to the Company prior to the execution of this Agreement 
(the "Acquiror Disclosure Schedule"), Acquiror hereby represents 
and warrants to the Company that:

SECTION 6.01  Organization and Qualification;.  Acquiror is a 
corporation, duly incorporated, validly existing and in good 
standing under the Laws of the jurisdiction of its incorporation, 
and has all requisite corporate power and authority to own, lease 
and operate its properties and to carry on its business as it is 
now being conducted and is duly qualified and in good standing to 
do business in each jurisdiction in which the nature of the 


                                                                Page 26 of 47
<PAGE>


business conducted by it or the ownership or leasing of its 
properties makes such qualification necessary, including all 
qualifications needed by the Acquiror under any "professional 
employer organization" or similar state statute in effect in any 
state in which the Acquiror provides employees under any "employee 
leasing" arrangement.

SECTION 6.02  Authority;.  Acquiror has the requisite 
corporate power and authority to execute and deliver this 
Agreement, to perform its obligations hereunder and thereunder, 
and to consummate the transactions contemplated hereby and 
thereby. The execution and delivery of this Agreement by Acquiror 
and the consummation by Acquiror of the transactions contemplated 
by this Agreement, have been duly authorized by all necessary 
corporate action and no other corporate proceedings on the part of 
Acquiror are necessary to authorize this Agreement or to 
consummate the transactions contemplated by this Agreement.  This 
Agreement has been duly executed and delivered by Acquiror and, 
assuming the due authorization, execution and delivery by the 
other parties thereto constitutes a legal, valid and binding 
obligation of Acquiror, subject to bankruptcy, insolvency, 
reorganization, moratorium and other laws affecting creditors' 
rights generally and to general equitable principles.

SECTION 6.03  No Conflict, Required Filings and Consents;.  
The execution and delivery of this Agreement by Acquiror does not, 
and the performance of this Agreement by Acquiror will not, (i) 
conflict with or violate the Articles of Incorporation or By-Laws 
of Acquiror, (ii) subject to obtaining the consents, approvals, 
authorizations or permits described in Schedule 6.03(a) of the 
Acquiror Disclosure Schedule, conflict with or violate any Laws 
applicable to Acquiror or any of Acquiror's Subsidiaries or by 
which any of their respective properties is bound or affected, or 
(iii) result in any breach of or constitute a default (or an event 
that with notice or lapse of time or both would become a default) 
under, or give to others any rights of termination, amendment, 
acceleration or cancellation of, or result in the creation of a 
lien or encumbrance on any of the properties or assets of Acquiror 
or any of Acquiror's Subsidiaries pursuant to, any note, bond, 
mortgage, indenture, contract, agreement, lease, license, permit, 
franchise or other instrument or obligation to which Acquiror or 
any of Acquiror's Subsidiaries is a party or by which or any of 
Acquiror's Subsidiaries or any of their respective properties is 
bound or affected, except for any such conflicts or violations 
described in clause (ii) or breaches or defaults described in 
clause (iii) that would not have an Acquiror Material Adverse 
Effect.

SECTION 6.04  Reports; Financial Statements;.  (a) Since June 
30, 1996, Acquiror and its Subsidiaries have filed (x) all forms, 
reports, statements and other documents required to be filed with 
the SEC (collectively, the "Acquiror SEC Reports").  The Acquiror 
SEC Reports, including all Acquiror Reports filed after the date 
of this Agreement and prior to the Closing, (i) were or will be 
prepared in all material respects in accordance with the 


                                                                Page 27 of 47
<PAGE>


requirements of applicable Law, the Securities Act and the 
Exchange Act, as the case may be, and (ii) did not at the time 
they were filed, do not at the date hereof, or will not at the 
time they are filed, contain any untrue statement of a material 
fact or omit to state a material fact required to be stated 
therein or necessary in order to make the statements therein, in 
the light of the circumstances under which they were or will be 
made, not misleading.

     (b)     Each of the consolidated financial statements 
(including in each case, any related notes thereto) contained in 
the Acquiror SEC Reports, including any Acquiror SEC Reports filed 
after the date of this Agreement and prior to the  Closing, (i) 
have been or will be prepared in all material respects in 
accordance with the published rules and regulations of the SEC and 
GAAP applied on a consistent basis throughout the periods involved 
(except (x) to the extent required by changes in GAAP or (y) as 
may be indicated in the notes thereto) and (ii) fairly present or 
will fairly present the consolidated financial position of 
Acquiror and its Subsidiaries as of the respective dates thereof 
and the consolidated results of operations and cash flows for the 
periods indicated, except that (x) any unaudited interim financial 
statements (A) were or will be subject to normal and recurring 
year-end adjustments which were not or are not expected to be 
material in amount and (B) are not or may not be necessarily 
indicative of results for the full fiscal year and (y) any pro 
forma financial information contained in such consolidated 
financial statements is not or may not be necessarily indicative 
of the consolidated financial position of Acquiror and its 
Subsidiaries as of the respective dates thereof and the 
consolidated results of operations and cash flows for the periods 
indicated.

     (c)     Except as and to the extent set forth on the 
consolidated balance sheet of Acquiror at March 31, 1996, 
including all notes thereto, neither Acquiror nor any of its 
Subsidiaries has any liabilities or obligations of any nature 
(whether known or unknown, matured or unmatured, and whether 
accrued, absolute, contingent or otherwise) that would be required 
to be reflected on, or reserved against in, a balance sheet of 
Acquiror or in the notes thereto, prepared in accordance with the 
published rules and regulations of the SEC and GAAP, except for 
liabilities or obligations incurred in the ordinary course of 
business since the date of such balance sheet or as contemplated 
by the Acquiror SEC Reports.

SECTION 6.05  Absence of Certain Changes or Events;.  Since 
June 30, 1996, there has not been an Acquiror Material Adverse 
Effect or any change by Acquiror or its Subsidiaries in their 
accounting methods, principles or practices, except any such 
change after the date of this Agreement required by GAAP or as 
described in the Acquiror SEC Reports filed prior to Closing.

SECTION 6.06  Brokers.  No broker, finder or investment banker is 
entitled to any brokerage, finder's or other fee or commission in 


                                                                Page 28 of 47
<PAGE>


connection with the transactions contemplated by this Agreement 
based upon arrangements made by or on behalf of Acquiror.

                        ARTICLE VII

COVENANTS RELATING TO CONDUCT OF BUSINESS;

SECTION 7.01  Affirmative Covenants of the Company;.  The 
Company hereby covenants and agrees that, prior to the Closing, 
unless otherwise expressly contemplated by this Agreement or 
otherwise consented to in writing by Acquiror, the Company will:

     (a)     operate its business in the usual and ordinary course 
and consistent with past practice;

     (b)     use reasonable efforts to preserve intact its 
business organization and assets, including its present 
operations, physical facilities and working conditions; maintain 
its rights and franchises, renew its licenses, permits, 
agreements, uses, and governmental approvals, retain the services 
of its respective officers and key employees and maintain the 
relationships with its respective customers, lessors, licensors, 
employees, and suppliers;

     (c)     use reasonable efforts to keep in full force and 
effect liability insurance and bonds comparable in amount and 
scope of coverage to that currently maintained; and 

     (d)     confer with Acquiror at its reasonable request to 
report operational matters of a material nature and to report the 
general status of the ongoing operations of the business of the 
Company, and notify Acquiror of any breach or event which if it 
had occurred prior to the date of this Agreement would have been a 
breach by the Company or the Stone Mountain Group Shareholders of 
any of their representations, warrants, covenants and agreement 
contained in this Agreement, the Disclosure Schedule or in any of 
the agreements or documents delivered in connection herewith.

SECTION 7.02  Negative Covenants of the Company;.  Except as 
expressly contemplated by this Agreement, described in Schedule 
7.02 of the Company Disclosure Schedule or otherwise consented to 
in writing by Acquiror, from the date of this Agreement until the 
Closing, the Company shall not do any of the following:

     (a)     (i) increase the compensation payable or to become 
payable to any director, officer or employee, except for bonuses 
or increases in salary or wages payable or to become payable which 
are in accordance with preexisting plans or ordinary course of 
business and consistent with past practice; (ii) grant any 
severance or termination pay (other than pursuant to the severance 
policy of the Company as in effect on the date hereof), or enter 
into any severance agreement with, any director, officer or 
employee, (iii) subject to clause (i) of this subsection (a), 
enter into or amend any employment agreement with any director, 
officer or employee that would extend beyond the Closing except on 


                                                                Page 29 of 47
<PAGE>


an at-will basis; or (iv) establish, adopt, enter into or amend 
any Employee Benefit Plan, except as may be required to comply 
with applicable Law;
     (b)     declare or pay any dividend on, or make any other 
distribution in respect of, outstanding shares of capital stock, 
except for any distributions to be made to the Stone Mountain 
Group Shareholders to pay for the income tax liability they will 
incur in respect of the Company's income under Subchapter S of the 
Internal Revenue Code in accordance with the Company's past 
practice (other than liability attributable to any income 
recognized as a result of the transactions contemplated by this 
Agreement, which liability will be borne by the Stone Mountain 
Group Shareholders and satisfied out of the Purchase Price or 
their own individual assets without a pre-Closing distribution by 
the Company in respect thereto);

     (c)     effect any reorganization or recapitalization;

     (d)     issue, deliver, award, grant or sell, or authorize 
the issuance, delivery, award, grant or sale (including the grant 
of any security interests, liens, claims, pledges, limitations in 
voting rights, charges or other encumbrances) of, any shares of 
any class of its capital stock (including shares held in 
treasury), any securities convertible into or exercisable or 
exchangeable for any such shares, or any rights, warrants or 
options to acquire, any such shares;

     (e)     acquire or agree to acquire, by merging or 
consolidating with, by purchasing an equity interest in or a 
portion of the assets of, or by any other manner, any business or 
any corporation, partnership, association or other business 
organization or division thereof, or otherwise acquire or agree to 
acquire any assets of any other person (other than the purchase of 
assets from suppliers or vendors in the ordinary course of 
business and consistent with past practice);

     (f)     sell, lease, exchange, mortgage, pledge, transfer or 
otherwise dispose of, or agree to sell, lease, exchange, mortgage, 
pledge, transfer or otherwise dispose of any of its assets, except 
for dispositions in the ordinary course of business and consistent 
with past practice;

     (g)     initiate, solicit or encourage (including by way of 
furnishing information or assistance) any inquiries or the making 
of any proposal that constitutes, or may reasonably be expected to 
lead to, any Competing Transaction (as such term is defined 
below), enter into discussions or negotiate with any person or 
entity in furtherance of such inquiries or to obtain a Competing 
Transaction, or agree to or endorse any Competing  Transaction, or 
authorize any of the officers or directors of the Company to take 
any such action, and the Company shall use its reasonable efforts 
to cause the directors, officers, employees, agents and 
representatives of the Company (including, without limitation, any 
investment banker, financial advisor, attorney or accountant 
retained by the Company) not to take any such action.  The Company 


                                                                Page 30 of 47
<PAGE>


shall immediately notify Acquiror in writing of any offer, 
proposal or communication received by it, or to the Company's 
knowledge, any affiliate, employee or consultant of the Company, 
of any Competing Transaction.

For purposes of this Agreement, "Competing Transaction" shall mean 
any of the following involving the Company (other than the 
transactions contemplated by this Agreement):  (i) any merger, 
consolidation, share exchange, business combination, or other 
similar transaction; (ii) any sale, lease, exchange, mortgage, 
pledge, transfer or other disposition of five percent or more of 
the assets of the Company in a single transaction or a series of 
related transactions or assignment of any contract the Company has 
with any of its Customers; or (iii) any tender offer or exchange 
offer for twenty percent or more of the outstanding shares of 
capital stock of the Company or the filing of a registration 
statement under the Securities Act in connection therewith; 

     (h)     adopt any amendments to its Articles of Incorporation 
or By-Laws;

     (i)     (A) change any of its methods of accounting in effect 
at the date hereof or (B) make or rescind any express or deemed 
election relating to Taxes, settle or compromise any claim, 
action, suit, litigation, proceeding, arbitration, investigation, 
audit or controversy relating to Taxes, or change any of its 
methods of reporting income or deductions for federal income Tax 
purposes from those employed in the preparation of the federal 
income Tax returns for the taxable year ending December 31, 1995, 
except in either case as may be required by Law, the IRS or GAAP;
     (j)     incur any obligation for borrowed money or purchase 
money indebtedness, whether or not evidenced by a note, bond, 
debenture or similar instrument;

     (k)     fail to renew any agreement favorable to the Company 
which is used by the Company in the conduct of its business or 
compromise any obligation or amount owed to the Company.

     (l)     agree in writing or otherwise to do any of the 
foregoing.

SECTION 7.03  Access and Information;.  Subject to the 
Confidentiality Agreement dated April 8, 1996, between the 
Acquiror and the Company, the Company shall afford to Acquiror and 
its officers, employees, accountants, consultants, legal counsel 
and other representatives reasonable access upon reasonable notice 
to all information concerning the business, properties, contracts, 
records and personnel of the Company as Acquiror may reasonably 
request.








                                                                Page 31 of 47
<PAGE>


                          ARTICLE VIII

ANTICIPATED CLIENT RETENTION AND LIABILITIES

     (a)     The Company's existing clients (the "Existing 
Clients") are set forth on Schedule 8(a) of the Company Disclosure 
Schedule.  If, on the date which is one year after the Closing, 
(i) (A) the "Anniversary Controllable Revenues" (as defined below) 
are less than 85% of the "Closing Controllable Revenues" (as 
defined below), or (ii) there is any increase in the liabilities 
of the Company to which Acquiror or any of its Subsidiaries 
becomes subject and which result from acts or omissions occurring 
or failing to occur prior to Closing, over the liabilities 
reflected in the financial statements delivered to the Acquiror 
prior to Closing, the Company and the Stone Mountain Group 
Shareholders agree that they will relinquish a specified amount 
(as defined in Section 8(b) below) of the Purchase Price, which 
will be returned to the Acquiror pursuant to the terms of an 
Escrow Agreement in the form of attached Exhibit 8(a) (the "Escrow 
Agreement").  For purposes of this Article 8, Anniversary 
Controllable Revenues means the total amount billed to Existing 
Clients in the four weeks prior to the date which is one year 
after the Closing, less amounts billed for (a) payroll expenses 
(salary and other cash compensation), (b) payments attributable to 
FICA, FUTA and other employment taxes, and (c) 50% of employer 
contributions for other employee benefits, annualized by dividing 
by four and multiplying by 52.  For purposes of this Article 8, 
Closing Controllable Revenues means the total amount billed to 
Existing Clients in the four weeks prior to Closing, less amounts 
billed for (a) payroll expenses (salary and other cash 
compensation), (b) payments attributable to FICA, FUTA and other 
employment taxes, and (c) 50% of employer contributions for other 
employee benefits, annualized by dividing by four and multiplying 
by 52.
     (b)     The amount of the Purchase Price which will be 
relinquished pursuant to the terms of Section 8(a) above if any of 
the specified conditions occur will be equal to the amount by 
which Anniversary Controllable Revenues is less than 85% of 
Closing Controllable Revenues, plus 100 percent of the increase in 
liabilities pursuant to Section 8(a)(ii), provided, in the case of 
the increase in liabilities, the amount of the increase, together 
with any claims for indemnification under Section 9.06, exceed in 
the aggregate $40,000, but in any case not more than the total of 
the amount deposited into escrow pursuant to Section 8(c) below.

     (c)     To secure their obligations and commitment pursuant 
to this Section 8, the Company and the Stone Mountain Group 
Shareholders agree that at Closing, $1,250,000 will be transferred 
by Acquiror to the escrow agent named in the Escrow Agreement, to 
hold pursuant to the terms and conditions of the Escrow Agreement.

     (d)       If, on a date which is 12 months after Closing, 
there are anticipated liabilities that are attributable to events 
or acts occurring prior to Closing and which are contingent, and 
the liability is considered by the Acquiror's independent auditors 


                                                                Page 32 of 47
<PAGE>


to be "reasonably possible", as such term is defined in Statement 
of Auditing Standards 5, the Escrow Agreement shall be kept open 
and continue with respect to that liability, in an amount equal to 
the maximum amount of the range of possibility liability 
determined by the Acquiror's independent auditors, until such time 
as the liability is resolved, at which time the balance of cash 
remaining in escrow shall be transferred to the Acquiror or to the 
Company (or, at the Company's direction for amounts to be 
transferred to it, to the Stone Mountain Group Shareholders), in 
accordance with the Escrow Agreement. 

     (e)     Acquiror agrees that with respect to Existing Clients 
and for purposes of determining any decrease in Anniversary 
Controllable Revenues from Closing Controllable Revenues for which 
the Company or the Stone Mountain Group Shareholders could be 
liable pursuant to this Article VIII, it will implement and 
continue the past business practices and policies which Acquiror 
has with respect to its clients. The Company and the Stone 
Mountain Group Shareholders agree, however, that the Acquiror may, 
at any time and completely at its discretion and without affecting 
the liability of the Company and the Stone Mountain Group 
Shareholders pursuant to this Article VIII, terminate any 
contractual or other relationship with any one or more of the 
Existing Clients.

                         ARTICLE IX

ADDITIONAL AGREEMENTS;

SECTION 9.01 [Intentionally Omitted].;

SECTION 9.02  Appropriate Action; Consents; Filings;.  (a) The 
Company and Acquiror shall use commercially reasonable best 
efforts to (i) take, or cause to be taken, all appropriate action, 
and do, or cause to be done, all things necessary, proper or 
advisable under applicable Law or otherwise to consummate and make 
effective the transactions contemplated by this Agreement as 
promptly as practicable, (ii) obtain from any Governmental 
Entities any consents, licenses, permits, waivers, approvals, 
authorizations or orders required to be obtained or made by 
Acquiror or the Company or any of their respective Subsidiaries in 
connection with the authorization, execution and delivery of this 
Agreement and the consummation of the transactions contemplated in 
this Agreement, and (iii) make all necessary notifications and 
filings, and thereafter make any other required submissions, with 
respect to this Agreement, required under (A) the Securities Act 
and the Exchange Act, and any other applicable federal securities 
Laws or state securities or blue sky laws ("Blue Sky Laws"); and 
(B) any other applicable Law; provided that, Acquiror and the 
Company shall cooperate with each other in connection with all 
such filings, including providing copies of all such documents to 
the non-filing party and its advisors prior to filing and, if 
requested, to accept all reasonable additions, deletions or 
changes suggested in connection therewith.  The Company and 
Acquiror shall furnish to each other all information required for 


                                                                Page 33 of 47
<PAGE>


any application or other filing to be made pursuant to the rules 
and regulations of any applicable Law in connection with the 
transactions contemplated by this Agreement.

     (b)     (i)     The Company and Acquiror shall give (or shall 
cause their respective Subsidiaries to give) any notices to third 
parties, and use, and cause their respective Subsidiaries to use, 
all commercially reasonable best efforts to obtain any third party 
consents, (A) necessary, proper or advisable to consummate the 
transactions contemplated in this Agreement, including but not 
limited to the assignment and transfer to Acquiror of the Subject 
Assets (including the assignment of any bank accounts), Contracts 
and Leases, (B) disclosed or required to be disclosed in the 
Company Disclosure Schedule or the Acquiror Disclosure Schedule, 
as the case may be, or (C) required to prevent a Company Material 
Adverse Effect or an Acquiror Material Adverse Effect from 
occurring prior to or after the Closing.

       (ii)     If either party fails to obtain any third party 
consent described in subsection (b)(i) above, such party shall use 
all commercially reasonable best efforts, and shall take any such 
actions reasonably requested by the other party, to minimize any 
adverse effect upon the Company and Acquiror, their respective 
Subsidiaries, and their respective businesses resulting, or which 
could reasonably be expected to result after the Closing, from the 
failure to obtain such consent.

       (iii)     After Closing, the Company will execute and 
deliver such instruments and documents as the Acquiror reasonably 
may request in order to (a) perfect the sale, conveyance, transfer 
and assignment to the Acquiror of the Subject Assets, (b) assist 
the Acquiror in the transition of the operations of the Business, 
including, without limitation, providing copies of any relevant 
financial, accounting, legal, tax and other information relating 
to the Subject Assets and the Business and the Company's 
activities associated therewith, or (c) carry out the purposes and 
intent of this Agreement or under any bills of sale, assignments 
or assumption agreements which are executed and delivered in 
connection with this Agreement.  After Closing, (i) Acquiror shall 
promptly transfer and deliver to Company any cash, checks 
(properly endorsed) or other property, including mail, which 
Acquiror may receive and which may belong to Company and (ii) 
Company shall promptly transfer and deliver to Acquiror any cash, 
checks (properly endorsed) or other property, including mail, 
which Company may receive and which may belong to Acquiror.

     (c)     From the date of this Agreement until the Closing, 
the Company shall promptly notify Acquiror in writing of any 
pending or, to the knowledge of the Company, threatened action, 
proceeding or investigation by any Governmental Entity or any 
other person (i) challenging or seeking material damages in 
connection with this Agreement and the transactions and agreements 
contemplated herein or (ii) seeking to restrain or prohibit the 
consummation of this Agreement and the transactions and agreements 
contemplated herein or otherwise limit the right of Acquiror or, 


                                                                Page 34 of 47
<PAGE>


to the knowledge of the Company, its Subsidiaries, to own or 
operate all or any portion of the Business or Subject Assets.

     (d)     From the date of this Agreement until the Closing, 
the Acquiror shall promptly notify the Company in writing of any 
pending or, to the knowledge of Acquiror, threatened action, 
proceeding or investigation by any Governmental Entity or any 
other person (i) challenging or seeking material damages in 
connection with this Agreement and the transactions and agreements 
contemplated herein or (ii)_seeking to restrain or prohibit the 
consummation of this Agreement and the transactions and agreements 
contemplated herein or otherwise limit the right of the Acquiror 
or its Subsidiaries to own or operate all or any portion of the 
Business or Subject Assets.

SECTION 9.03  Update Disclosure; Breaches;.  From and after 
the date of this Agreement until the Closing, each party shall 
promptly notify the other party hereto by written update to its 
Disclosure Schedule of (i) the occurrence or non-occurrence of any 
event the occurrence or non-occurrence of which would be likely to 
cause any condition to the obligations of any party to effect the 
transactions contemplated by this Agreement not to be satisfied, 
or (ii) the  failure of the Company or Acquiror, to comply with or 
satisfy any covenant, condition or agreement to be complied with 
or satisfied by it pursuant to this Agreement which would be 
likely to result in any condition to the obligations of any party 
to effect the transactions contemplated by this Agreement not to 
be satisfied.

SECTION 9.04  Affiliates;.  Schedule 9.04 of the Company 
Disclosure Schedule lists all persons who, as of the date of this 
Agreement, (i) are officers or directors of the Company and (ii) 
all other persons who, as of the date of this Agreement 
beneficially own shares of Company Common Stock.

SECTION 9.05  Public Announcements;.  Acquiror, the Company 
and the Stone Mountain Group Shareholders shall consult in good 
faith with each other before issuing any press release or 
otherwise making any public statements with respect to this 
Agreement and the transactions and agreements contemplated herein 
and neither the Company nor any Stone Mountain Group Shareholder 
shall issue any such press release or make any such public 
statement without the prior written approval of the Acquiror.

SECTION 9.06  Survival of Representations and 
Indemnification;.

     (a)     Survival of Representations and Warranties.  All of 
the representations and warranties of the Parties contained in 
this Agreement shall survive the Closing hereunder (even if the 
damaged party knew or had reason to know of any misrepresentation 
or breach of warranty at the time of Closing) and continue in full 
force and effect thereafter (subject to any applicable statutes of 
limitations).



                                                                Page 35 of 47
<PAGE>


     (b)     Indemnification.  In the event any of the Company or 
the Stone Mountain Group Shareholders breaches (or in the event 
any third party alleges facts that, if true, would mean any of the 
Stone Mountain Group Shareholders or the Company has breached) any 
of their representations, warranties, and covenants contained 
herein during the applicable survival period, or if the Acquiror 
or any of its Subsidiaries becomes subject to any Excluded 
Liabilities (or any action or claim in respect thereto), then each 
of the Stone Mountain Group Shareholders agrees to indemnify 
Acquiror from and against the entirety of any Adverse Consequences 
Acquiror or any of its Subsidiaries may suffer through and after 
the date of the claim for indemnification resulting from, arising 
out of, relating to, in the nature of, or caused by the breach (or 
the alleged breach); provided, however that Acquiror shall not 
bring any claim for indemnification pursuant to this paragraph (b) 
unless and until the alleged amount of damages to the Acquiror 
and/or its Subsidiaries, together with any increase in liabilities 
referred to in Section 8(a)(ii), in the aggregate, exceeds 
$40,000.

     (c)     Matters Involving Third Parties.

       (i)  If any third party shall notify the Acquiror (the 
"Indemnified Party") with respect to any matter (a "Third Party 
Claim") which may give rise to a claim for indemnification against 
either the Company or any Stone Mountain Group Shareholder 
(collectively, the "Indemnifying Party") under this Section 9.06, 
then the Indemnified Party shall promptly notify each Indemnifying 
Party thereof in writing; provided, however, that no delay on the 
part of the Indemnified Party in notifying any Indemnifying party 
shall relieve the Indemnifying Party from any obligation hereunder 
unless (and then solely to the extent) the Indemnifying Party 
thereby is prejudiced.

       (ii)  Any Indemnifying Party will have the right to 
defend the Indemnified party against the Third Party Claim with 
counsel of its choice satisfactory to the Indemnified party so 
long as (A) the Indemnifying Party notifies the Indemnified party 
in writing within 15 days after the Indemnified Party has given 
notice of the Third Party Claim that the Indemnifying Party will 
indemnify the Indemnified party from and against the entirety of 
any Adverse Consequences the Indemnified Party may suffer 
resulting from, arising out of, relating to, in the nature of, or 
caused by the Third Party Claim, (B) the Indemnifying Party 
provides the Indemnified Party with evidence acceptable to the 
Indemnified Party that the Indemnifying Party will have the 
financial resources to defend against the Third Party Claim and 
fulfill its indemnification obligations hereunder, (C) the Third 
Party Claim involves only money damages and does not seek an 
injunction or other equitable relief, (D) settlement of, or an 
adverse judgment with respect to, the Third Party Claim is not, in 
the good faith judgment of the Indemnified Party, likely to 
establish a precedencial custom or practice adverse to the 
continuing business interests of the Indemnified Party, and (E) 
the Indemnifying Party conducts the defense of the Third Party 


                                                                Page 36 of 47
<PAGE>


Claim actively and diligently.

       (iii)  So long as the Indemnifying Party is conducting 
the defense of the Third Party Claim in accordance with Section 
9.06(c)(ii) above, (A) the Indemnified Party may retain separate 
co-counsel at its sole cost and expense and participate in the 
defense of the Third Party Claim, (B) the Indemnified Party will 
not consent to the entry of any judgment or enter into any 
settlement with respect to the Third Party Claim without the prior 
written consent of the Indemnifying Party (not to be withheld 
unreasonably), and (C) the Indemnifying Party will not consent to 
the entry of any judgment or enter into any settlement with 
respect to the Third Party Claim without the prior written consent 
of the Indemnified party (not to be withheld unreasonably).

       (iv)  In the event any of the conditions in Section 
9.06(c)(ii) above is or becomes unsatisfied, however, (A) the 
Indemnified Party may defend against, and consent to the entry of 
any judgment or enter into any settlement with respect to, the 
Third Party Claim in any manner it may deem appropriate (and the 
Indemnified Party need not consult with, or obtain any consent 
from, any Indemnifying Party in connection therewith), (B) the 
Indemnifying Parties will reimburse the Indemnified Party promptly 
and periodically for the costs of defending against the Third 
Party Claim (including reasonable attorneys' fees and expenses), 
and (C) the Indemnifying Parties will remain responsible for any 
Adverse Consequences the Indemnified Party may suffer resulting 
from, arising out of, relating to, in the nature of, or caused by 
the Third Party Claim to the fullest extent provided in this 
Section 9.06.

     (d)     Notice.   In the event any Party breaches (or in the 
event any third party alleges facts that, if true, would mean any 
of the Parties has breached) any of his or its covenants or any of 
his or its representations and warranties in this Agreement or in 
the event that any third party shall notify any Indemnified Party 
with respect to a Third Party Claim which may give rise to a claim 
for indemnification against the Indemnifying Party, then the 
(alleged) breaching Party or Indemnifying Party, as the case may 
be, shall provide written notice to the other Parties of the 
occurrence and nature of the relevant event.

     (e)     Escrow Agreement.     The Company and the Stone 
Mountain Group Shareholders agree that while funds are being held 
by the Escrow Agent pursuant to the Escrow Agreement referred to 
in Article VIII, funds held by the Escrow Agent will also serve as 
security (but not as a limit) for any liability they may have to 
Acquiror pursuant to this Section 9.06. 

     (f)     Other Indemnification Provisions.   The foregoing 
indemnification provisions are in addition to, and not in 
derogation of, any statutory, equitable, or common law remedy any 
Party may have for breach of representation, warranty, or covenant 
in this Agreement, and in addition to the rights of 
indemnification provided in Article VIII above.  Each of the Stone 


                                                                Page 37 of 47
<PAGE>


Mountain Group Shareholders hereby agrees that he will not make 
any claim for indemnification against any of the Company and/or 
its Subsidiaries by reason of the fact that he was a director, 
officer, employee, or agent of any such entity or was serving at 
the request of any such entity as a partner, trustee, director, 
officer, employee, or agent of another entity (whether such claim 
is for judgments, damages, penalties, fines, costs, amounts paid 
in settlement, losses, expenses, or otherwise and whether such 
claim is pursuant to any statute, charter document, bylaw, 
agreement, or otherwise) with respect to any action, suit, 
proceeding, complaint, claim, or demand brought by Acquiror 
against such Stone Mountain Group Shareholder (whether such 
action, suit, proceeding, complaint, claim, or demand is pursuant 
to this Agreement, applicable law, or otherwise).

SECTION 9.07 Name Change.  The Company hereby agrees that, from 
and after sixty (60) days from the Closing Date, it shall change 
its corporate name to delete all references to "Stone Mountain" no 
later than sixty (60) days from the Closing Date, shall cease 
using "Stone Mountain" in any correspondence, on letterheads and 
otherwise and shall promptly provide copies to the Acquiror of 
amendments to its charter documents evidencing such changes, 
certified by the Secretary of State.

SECTION 9.08 Company's Access to Books and Records.  After the 
Closing, the Acquiror shall permit the Company to have access to 
and to copy, at the Company's sole cost and expense, the Records 
during normal  business hours for the purpose of preparing 
financial statements, preparing income tax returns, the 
prosecution and defense of litigation and for other legitimate 
purposes relating to periods prior to the Closing.  The Acquiror 
shall reasonably cooperate in all respects in furnishing or 
providing access to all records and information for legitimate 
purposes relating to the business of the Company conducted prior 
to the Closing, provided that such furnishing or access shall be 
done during normal business hours and so as not to cause undue 
disruption to the business of the Acquiror and shall be at the 
sole expense of the Company.

SECTION 9.09 Payment for 1994 Audit of Company Financial 
Statements.     The cost of the audit on the 1994 financial 
statements being performed by Brooks Holmes Williams & Cook LLC, 
will be shared equally by the Acquiror, on the one hand, and the 
Company and The Stone Mountain Group Shareholders on the other 
hand.  The Company and The Stone Mountain Group Shareholders agree 
that their portion of the cost for the 1994 audit will be paid 
solely out of the Purchase Price, and that they shall not use 
other Company assets to do so, other than amounts already paid as 
of the date of this Agreement in the ordinary course of business.

SECTION 9.10 Post June 30, 1996 Waterford Accruals.  The parties 
agree that any liabilities related to Waterford accrued after June 
30, 1996 and prior to Closing may be paid by the Company prior to 
Closing, but the amount of these payments that are attributable to 
the Waterford C Fund collateral (as identified on the Waterford 


                                                                Page 38 of 47
<PAGE>                                                          


premium statements) shall be reduced from the Purchase Price and 
the cash to be delivered by the Acquiror at Closing pursuant to 
Section 2.01(b)(iii).  For payments owed by the Company to 
Waterford after Closing, the Acquiror shall reimburse the Company 
an amount equal to the premium attributable to the Waterford A 
Fund  (as identified on the Waterford premium statements) in 
respect of worker's compensation insurance coverage commencing on 
the first day of the month of Closing and ending on the date of 
Closing.

SECTION 9.11 Certain Ongoing Obligations.  After the Closing, the 
Company agrees that it will, and the Stone Mountain Group 
Shareholders agree that they will cause the Company to, timely pay 
all legitimate claims relating to the business of the Company 
prior to the Closing.  After the Closing, the Company shall cause 
Klais & Company, Inc. to provide the Acquiror with monthly 
accounting reports related to the Former Health Plan, including 
reports of Klais & Company, Inc. which list all paid and 
outstanding claims thereunder.

                         ARTICLE X

CLOSING CONDITIONS;

SECTION 10.01  Conditions to Obligations of Each Party Under 
This Agreement;.

     (a)     Subject to waiver as set forth in Section 12.03, the 
respective obligations of each party to effect the Closing and  
consummate the other transactions contemplated by this Agreement 
shall be subject to the satisfaction at or prior to the Closing of 
the following conditions:

       (i)     This Agreement shall have been adopted by the 
requisite vote of the stockholders of the Company;

       (ii)     There shall not have been instituted and there 
shall not be pending any action or proceeding by a Governmental 
Entity, and no such action or proceeding shall have been 
threatened by a Governmental Entity, with authority to institute 
such an action or proceeding before any court of competent 
jurisdiction or governmental agency or regulatory or 
administrative body, and no order or decree shall have been 
entered in any action or proceeding before such court, agency or 
body, (a) imposing or seeking to impose limitations on the ability 
of Acquiror to acquire or hold or to exercise full rights of 
ownership of the Business, the Subject Assets, the Contracts or 
the Leases; (b) imposing or seeking to impose limitations on the 
ability of Acquiror to combine and operate the business and assets 
of the Company with any of Acquiror's Subsidiaries or other 
operations; (c) imposing or seeking to impose other sanctions, 
damages or liabilities arising out of this Agreement on the 
Acquiror or any of its Subsidiaries or the Company or any of their 
officers or directors; (d) requiring or seeking to require 
divestiture by the Acquiror of all or any material portion of the 


                                                                Page 39 of 47
<PAGE>


Business, Subject Assets, Leases or Contracts; or (e)_restraining, 
enjoining or prohibiting or seeking to restrain, enjoin or 
prohibit the consummation of the transactions and agreements 
contemplated by this Agreement, in each case, with respect to 
claims (a) through (d) above, which would or is reasonably likely 
to result in a Company Material Adverse Effect at or prior to the 
Closing or an Acquiror Material Adverse Effect at, prior to or 
after the Closing or, with respect to clauses (a) through (e) 
above, to subject any of their respective officers or directors to 
substantial penalties or criminal liability, provided that (A) 
prior to invoking this condition, the party seeking to invoke it 
shall have used its reasonable efforts to have any such action or 
proceeding dismissed or such order or decree vacated, and (B) this 
condition may not be invoked with respect to threatened 
proceedings with respect to which no action or proceeding is 
commenced within ten days of receipt of the written notice of such 
threatened proceeding;

       (iii)     All consents, waivers, approvals and 
authorizations required to be obtained, and all filings or notices 
required to be made, by Acquiror and or any Subsidiary and the 
Company prior to consummation of the transactions contemplated in 
this Agreement shall have been obtained from and made with all 
required Governmental Entities, except for such consents, waivers, 
approvals or authorizations which the failure to obtain, or such 
filings or notices which the failure to make, would not have a 
Company Material Adverse Effect prior to or after the Closing or 
an Acquiror Material Adverse Effect after the Closing or be 
reasonably likely to subject the Company, Acquiror, or any of 
their respective Subsidiaries or any of their respective officers 
or directors to substantial penalties or criminal liability;

     (b)     Subject to waiver as set forth in Section 12.04, the 
respective obligations of the Company and the Stone Mountain Group 
Shareholders to effect the transactions contemplated by this 
Agreement shall be subject to the satisfaction at or prior to the 
Closing of the following conditions:

       (i)     An Employment Agreement, substantially in the 
form of attached Exhibit 10.01(b)(i), between Vincam Human 
Resources, Inc., a wholly owned Subsidiary of Acquiror ("VHR"), 
Acquiror and James Beesley, shall have been executed by Acquiror 
and VHR;

       (ii)     An Employment Agreement, substantially in the 
form of attached Exhibit 10.01(b)(ii), between VHR, the Acquiror 
and Hal Pulfer, shall have been executed by Acquiror and VHR;

     (c)     Subject to waiver as set forth in Section 12.03, the 
respective obligation of the Acquiror to effect the transactions 
contemplated by this Agreement shall be subject to the 
satisfaction at or prior to the Closing of the following 
conditions:

       (i)     The Acquiror shall have been provided with 


                                                                Page 40 of 47
<PAGE>


written evidence, satisfactory to it, that the proposed limited 
liability company agreement between the Company and the Sullivan 
Staffing, Inc., and all obligations, covenants and restrictions 
imposed on the Company pursuant to this proposed agreement, 
including but not limited to any conditions relating to non-
competition or exclusive dealing, have either been voided or never 
came into effect;

       (ii)     A Confidentiality Agreement, substantially in 
the form of attached Exhibit 10.01(c)(ii), shall have been entered 
into and executed by each of the following persons:

              (a)     Lester E. Frankenthal
              (b)     Charles Frankenthal
              (c)     Scott Bade
              (d)     Edward Spiegel

       (iii)     A Non-Compete and Confidentiality Agreement, 
substantially in the form of attached Exhibit 10.01(c)(iii), shall 
have been entered into and executed by each of the following 
persons:

              (a)     Betty Jane McCart
              (b)     Georgiana Britt
              (c)     Ken Sewell
              (d)     Russ Berkhan

       (iv)     An Employment Agreement, substantially in the 
form of attached Exhibit 10.01(b)(i), between the Acquiror, VHR 
and James Beesley ("Beesley"), shall have been executed by 
Beesley;

       (v)     An Employment Agreement, substantially in the 
form of attached Exhibit 10.01(b)(ii), between the Acquiror, VHR 
and Hal Pulfer ("Pulfer"), shall have been executed by Pulfer;

       (vi)     The Escrow Agreement, substantially in the form 
of attached Exhibit 8(a), shall have been executed by the Company 
and the Stone Mountain Group Shareholders;

       (vii)     The termination agreement substantially in the 
form of attached Exhibit 10.01(c)(vii) between the Company and 
Sullivan Staffing, Inc. shall have been executed by both parties;

       (viii)     The landlord of the Headquarters Lease will 
have consented to a transfer or assignment of the Headquarters 
Lease to Acquiror on substantially the same terms and conditions 
as existed between the Company and the landlord prior to the date 
of this Agreement, with the added condition that the Acquiror will 
be permitted under the terms of the lease to sub-let all or part 
of the Headquarters Lease to any third party;

       (ix)     Executed bills of sale, endorsements and 
assignments (in the forms attached as Exhibit 1.04) shall have 
been provided to Acquiror transferring to Acquiror or any person 


                                                                Page 41 of 47
<PAGE>


designated by Acquiror within its Affiliated Group good and 
marketable title, free and clear of all Liens, to the Subject 
Assets, and that all Contracts, including but not limited to, all 
Contracts with Company clients in which the Company provides 
employees as a professional employer organization, will be 
assigned to Acquiror or any person designated by Acquiror within 
its Affiliated Group, at Closing;

       (x)     The Acquiror shall have been provided with 
written evidence, satisfactory to it, of the assignment of the 
Company's group health plan and group dental plan under the Blue 
Cross and Blue Shield Association to the Acquiror, and that all 
necessary consents to effect the assignments have been given;

       (xi)     The Company will have issued to Hal W. Pulfer a 
non-interest bearing non-secured promissory note from the Company 
to Hal Pulfer in the amount of $166,500, as described in Section 
1.03 above.

SECTION 10.02  Additional Conditions to Obligations of 
Acquiror;.  Subject to waiver as set forth in Section 12.03, the 
obligation of Acquiror to effect the transactions contemplated in 
this Agreement are also subject to each of the following 
conditions:

     (a)     Each of the representations and warranties of the 
Company contained in this Agreement, shall be true and correct in 
all material respects as of the Closing, as though made on and as 
of the Closing, provided, however, that those representations and 
warranties which address matters only as of a particular date 
shall remain true and correct in all material respects as of such 
date.  Acquiror shall have received a certificate of the Company, 
executed by the Chief Executive Officer or Chief Financial Officer 
of the Company, to that effect.

     (b)     The Company shall have performed or complied in all 
material respects with all agreements and covenants required by 
this Agreement to be performed or complied with by it on or prior 
to the Closing.  Acquiror shall have received a certificate of the 
Company, executed by the Chief Executive Officer or Chief 
Financial Officer of the Company, to that effect.
     (c)     The Company shall have obtained the consent or 
approval of each person whose consent or approval shall be 
required in connection with this Agreement and the agreements and 
transactions contemplated herein under all loan or credit 
agreements, notes, mortgages, indentures, leases or other 
agreements or instruments to which it is a party, except those for 
which failure to obtain such consents and approvals would not have 
a Company Material Adverse Effect prior to or after the Closing or 
an Acquiror Material Adverse Effect after the Closing.

     (d)     There shall not have occurred any Company Material 
Adverse Effect since the date of this Agreement.

     (e)     All other certificates, opinions, instruments and 


                                                                Page 42 of 47
<PAGE>


documents required to effect the agreements and transactions 
contemplated by this Agreement will have been received in form and 
substance satisfactory to Acquiror.

SECTION 10.03  Additional Conditions to Obligations of the 
Company and the Stone Mountain Group Shareholders;.  Subject to 
waiver as set forth in Section 12.03, the obligation of the 
Company to effect the transactions contemplated in this Agreement 

is also subject to the following conditions:

     (a)     Each of the representations and warranties of 
Acquiror contained in this Agreement shall be true and correct in 
all material respects as of the Closing, as though made on and as 
of the Closing; provided, however, that those representations and 
warranties which address matters only as of a particular date 
shall remain true and correct in all material respects as of such 
date.  The Company shall have received a certificate of Acquiror, 
executed by the Chief Executive Officer or Chief Financial Officer 
of Acquiror, to that effect.

     (b)     Acquiror shall have performed or complied in all 
material respects with all agreements and covenants required by 
this Agreement to be  performed or complied with by it on or prior 
to the Closing.  The Company shall have received a certificate of 
Acquiror, executed by the Chief Executive Officer or Chief 
Financial Officer of Acquiror, to that effect.

     (c)     There shall not have occurred any Acquiror Material 
Adverse Effect since the date of this Agreement.


                        ARTICLE XI

TERMINATION, AMENDMENT;

SECTION 11.01  Termination;.  This Agreement may be terminated 
at any time prior to the Closing, whether before or after approval 
of this Agreement by the stockholders of the Company:

     (a)     by mutual consent of Acquiror and the Company;

     (b)     (i)     by Acquiror, if there has been a breach by 
the Company of any of its covenants or agreements contained in  
this Agreement or if any of the representations and warranties of 
the Company shall have become untrue, in any such case such that 
Section 10.02(a) or Section 10.02(b) will not be satisfied, and, 
if capable of being cured, such breach or condition has not been 
cured within 30 days following receipt by the Company of written 
notice of such breach; or

       (ii)     by the Company, if there has been a breach by 
Acquiror of any of its covenants or agreements contained in this 
Agreement or if any of the representations and warranties of 
Acquiror shall have become untrue, in any such case such that 


                                                                Page 43 of 47
<PAGE>


Section 10.03(a) or Section 10.03(b) will not be satisfied, and, 
if capable of being cured, such breach or condition has not been 
cured within 30 days following receipt by Acquiror of written 
notice of such breach;

     (c)     by either Acquiror or the Company if any decree, 
permanent injunction, judgment, order or other action by any court 
of competent jurisdiction or any Governmental Entity preventing or 
prohibiting consummation of the agreements and transactions 
contemplated by this Agreement shall have become final and 
nonappealable;

     (d)     by either Acquiror or the Company if the Closing 
shall not have been consummated before September 30, 1996; 
provided, however, that this Agreement may be extended not more 
than 60 days thereafter by either party by written notice to the 
other party if the Closing shall not have been consummated as a 
direct result of such other party's having failed (x) to receive 
all regulatory approvals or consents required to be obtained by 
that party with respect to the Closing or (y) to resolve all 
actions or proceedings of a type described in Section 10.01(a)(ii) 
or the last sentence of Section 4.09(a); and

     (e)     by either Acquiror or the Company if the Agreement 
shall fail to receive the requisite vote for adoption by the 
stockholders of the Company at the Stockholders' Meeting.

SECTION 11.02  Effect of Termination;.  In the event of the 
termination of this Agreement pursuant to Section 11.01, this 
Agreement shall forthwith become void, and there shall be no 
liability under this Agreement on the part of Acquiror, any of 
Acquiror's Subsidiaries, or the Company or any of their respective 
stockholders, officers or directors and all rights and obligations 
of each party hereto shall cease.

SECTION 11.03  Fees and Expenses;.  (a) Except as provided in 
Section 11.02, all Expenses incurred by the parties shall be borne 
solely and entirely by the party which has incurred the same.

     (b)     "Expenses" as used in this Agreement shall include 
all reasonable out-of-pocket expenses (including without 
limitation, all fees and expenses of counsel, accountants, 
investment bankers, experts and consultants to a party and its 
affiliates) incurred by a party or on its behalf in connection 
with or related to the authorization, preparation, negotiation, 
execution and performance of this Agreement, the solicitation of 
stockholder approvals and all other matters related to the closing 
of the transactions contemplated by this Agreement.









                                                                Page 44 of 47
<PAGE>


                        ARTICLE XII

GENERAL PROVISIONS;

SECTION 12.01  Notices;.  All notices and other communications 
given or made pursuant to this Agreement shall be in writing and 
shall be deemed to have been duly given or made as of the date 
delivered, mailed or transmitted, and shall be effective upon 
receipt, if delivered personally, mailed by registered or 
certified mail (postage prepaid, return receipt requested) to the 
parties at the following addresses (or at such other address for a 
party as shall be specified by like changes of address) or sent by 
electronic transmission to the telecopier number specified below:

     If to Acquiror:

                              The Vincam Group, Inc.
                              2850 Douglas Road
                              Coral Gables, FL  33134
                              Telecopier No.:  (305) 460-2396 or 2399
                              Attn: Mr. Carlos A. Saladrigas

     With a copy to:          Steel Hector & Davis
                              200 South Biscayne Boulevard, 40th Floor
                              Miami, Florida 33131-2398
                              Telecopier No.: (305) 577-7001
                              Attn:  Ira N. Rosner, P.A.

     If to the Company        2924 Overwood Lane
     or any of the Stone      Snellville, GA  30278 
     Mountain Group           Telecopier No.: 770-979-9153
     Shareholders (other      Attn: Mr. James Beesley
     than Hal W. Pulfer):          
                         
     With a copy to:          Stephen Klorfein, Esquire
                              Freed, Lester & Klorfein, P.C.
                              14 N. Parkway Square
                              4200 Northside Parkway, NW
                              Atlanta, GA  30327-3054
                              Telecopier No.:  (404)-233-1943

     If to Hal W. Pulfer:     224 Wiley Bottom Road
                              Savannah, GA 31411
                              Telecopier No.: 912-598-7471
                              Attn:  Hal W. Pulfer

     With a copy to:          Stephen Klorfein, Esquire
                              Freed, Lester & Klorfein, P.C.
                              14 N. Parkway Square
                              4200 Northside Parkway, NW
                              Atlanta, GA  30327-3054
                              Telecopier No.:  (404)-233-1943

SECTION 12.02  Amendment;.  Subject to the Florida Act and the 
Georgia Code, this Agreement may be amended by the parties by 


                                                                Page 45 of 47
<PAGE>


action taken by or on behalf of their respective Boards of 
Directors at any time prior to the Closing.  This Agreement may 
not be amended except by an instrument in writing signed by the 
parties.

SECTION 12.03  Waiver;.  At any time prior to the Closing, any 
party may (a) extend the time for the performance of any of the 
obligations or other acts of the other parties to be performed for 
the benefit of the waiving party, (b) waive any inaccuracies in 
the representations and warranties of the other parties contained 
in this Agreement or in any document delivered pursuant to this 
Agreement and (c) waive compliance by the other parties with any 
of the agreements or conditions compliance with which is for the 
benefit of the waiving party contained in this Agreement (to the 
extent permitted by law). Any such extension or waiver shall be 
valid if set forth in an instrument in writing signed by the party 
or parties to be bound thereby.

SECTION 12.04  Headings;.  The headings contained in this 
Agreement are for reference purposes only and shall not affect in 
any way the meaning or interpretation of this Agreement.

SECTION 12.05  Severability;.  If any term or other provision 
of this Agreement is finally adjudicated by a court of competent 
jurisdiction to be invalid, illegal or incapable of being enforced 
by any rule of Law or public policy, all other conditions and 
provisions of this Agreement shall nevertheless remain in full 
force and effect so long as the economic or legal substance of the 
transactions contemplated hereby is not affected in any manner 
materially adverse to any party.  Upon such determination that any 
term or other provision is invalid, illegal or incapable of being 
enforced, the parties shall negotiate in good faith to modify this 
Agreement so as to effect the original intent of the parties as 
closely as possible in an acceptable manner to the end that 
transactions contemplated hereby are fulfilled to the extent 
possible.

SECTION 12.06  Entire Agreement;.  This Agreement (together 
with the Exhibits, the Company and Acquiror Disclosure Schedules, 
the Confidentiality Agreement, and the other documents delivered 
pursuant hereto), constitutes the entire agreement of the parties 
and supersedes all prior agreements and undertakings, both written 
and oral, between the parties, or any of them, with respect to the 
subject matter hereof.

SECTION 12.07  Assignment;.  This Agreement shall not be 
assigned without the written consent of the other parties hereto.

SECTION 12.08  Parties in Interest;.  This Agreement shall be 
binding upon and inure solely to the benefit of each party, and 
nothing in this Agreement, express or implied, is intended to or 
shall confer upon any other person any right, benefit or remedy of 
any nature whatsoever under or by reason of this Agreement.

SECTION 12.09  Governing Law;.  This Agreement shall be 


                                                                Page 46 of 47
<PAGE>


governed by, and construed in accordance with, the Laws of the 
State of Florida, regardless of the Laws that might otherwise 
govern under applicable principles of conflicts of law.

SECTION 12.10  Counterparts;.  This Agreement may be executed 
in one or more counterparts, and by the different parties hereto 
in separate counterparts, each of which when executed shall be 
deemed to be an original but all of which taken together shall 
constitute one and the same agreement.

SECTION 12.11 Shareholder Approval.  This Agreement constitutes 
the unanimous written consent pursuant to Section 14-2-1202 of the 
Georgia Code of the Stone Mountain Group Shareholders to the sale 
of assets and other transactions described herein which written 

consent is given in accordance with Section 14-2-704 of the 
Georgia Code.  The Stone Mountain Group Shareholders acknowledge 
that they have received all materials required to be provided to 
the Stone Mountain Group Shareholders pursuant to Section 14-2-
704.

     IN WITNESS WHEREOF, Acquiror, the Company and each of the 
Stone Mountain Group Shareholders have caused this Agreement to be 
executed as of the date first written above individually or by 
their respective officers duly authorized.


THE VINCAM GROUP, INC.

By: /s/ Carlos A. Saladrigas
     Its: President


THE STONE MOUNTAIN GROUP, INC.

By: /s/ James Beesley
     Its: President


    /s/ Hal W. Pulfer                   /s/ Scott Bade
     Hal W. Pulfer                       Scott Bade

    /s/ James Beesley                   /s/ Edward Spiegel   
     James Beesley                       Edward Spiegel

    /s/ Lester E. Frankenthal           /s/ Charles Frankenthal
     Lester E. Frankenthal               Charles Frankenthal










                                                                Page 47 of 47
[{"type": "8-K", "sequence": "1", "description": "CURRENT REPORT ON FORM 8-K", "secsgml_size_bytes": 145519}]
{"company-data": {"conformed-name": "VINCAM GROUP INC", "cik": "0001008896", "assigned-sic": "7363", "irs-number": "592452823", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28148", "film-number": "96619472"}, "business-address": {"street1": "2850 DOUGLAS RD", "city": "CORAL GABLES", "state": "FL", "zip": "33134", "phone": "3054602350"}, "mail-address": {"street1": "2850 DOUGLAS RD", "city": "CORAL GABLES", "state": "FL", "zip": "33134"}}
UNITED  STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 8-K

                               CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the 
                       Securities Exchange Act of 1934.

Date of Report (Date of earliest event reported)             August 21, 1996
                                                            -----------------

                             THE VINCAM GROUP, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Florida                    0-28148              59-2452823
- --------------------------------  ------------------  -----------------------
(State or other jurisdiction of      (Commission         (I.R.S. Employer
 incorporation or organization)      File Number)       Identification No.)

2850 Douglas Road, Miami Florida                                       33134
- -----------------------------------------------------------------------------
(Address of principal executive offices)

(Registrant's telephone number, including area code)          (305) 460-2350
                                                             ----------------

                               Not applicable
       -------------------------------------------------------------
       (Former name or former address, if changed since last report)

                                                                Page 1  of 3
Item 5.  Other Events

On August 21, 1996, The Vincam Group, Inc. announced that it has entered into a
definitive asset purchase agreement to acquire substantially all of the business
of The Stone Mountain Group, Inc. (SMG), a professional employer organization 
(PEO) headquartered in Snellville, Georgia, in exchange for approximately 
$5 million in cash and notes. The transaction is expected to close during the 
third quarter.

As a PEO, SMG provides businesses with an outsourcing solution to the 
complexities and costs of human resource employment and management by 
contractually assuming substantial employer responsibilities for the worksite 
employees of its clients. SMG currently has approximately 140 clients and 2,100
worksite employees.

For the fiscal year ended December 31, 1995, SMG had operating income of
approximately $218,000 on revenues of almost $42 million. For the six months 
ended June 30, 1996, SMG reported revenues of approximately $23.7 million.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

  (c) Exhibits

 Exhibit
   No.
- --------

    2    Asset Purchase Agreement, dated as of August 21, 1996, by and among 
          The Vincam Group, Inc., The Stone Mountain Group, Inc. and 
          shareholders thereof.

                                                                Page 2  of 3
SIGNATURES

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

                                                 THE VINCAM GROUP, INC.
                                                 ----------------------
                                                 Registrant

Dated:  August 22, 1996                          BY /s/ MARTINIANO J. PEREZ
                                                 -----------------------------
                                                 Martiniano J. Perez
                                                 Vice President and
                                                 Controller

                                                                Page 3  of 3
THE VINCAM GROUP, INC.

                                   INDEX TO ITEM 7(c)

                                        EXHIBITS

 Exhibit
   No.                  
- --------

    2    Asset Purchase Agreement, dated as of August 21, 1996, by and among 
          The Vincam Group, Inc., The Stone Mountain Group, Inc. and 
          shareholders thereof.
Exhibit 2

                               ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT, dated as of August 21, 1996 
(the "Agreement"), is by and among THE VINCAM GROUP, INC., a 
Florida corporation ("Acquiror"), THE STONE MOUNTAIN GROUP, INC., 
a Georgia corporation (the "Company"), and Hal W. Pulfer, James 
Beesley, Charles Frankenthal, Lester E. Frankenthal, Scott Bade 
and Edward Spiegel (collectively, the six aforementioned 
individuals will be referred to as the "Stone Mountain Group 
Shareholders").

                        WITNESSETH:

     WHEREAS, the Company owns and operates a professional 
employer organization with a principal place of business in 
Snellville, Georgia (the "Business");

     WHEREAS, the Company desires to sell, transfer and assign to 
the Acquiror certain of the assets of its Business including, 
without limitation, the goodwill associated therewith, in 
accordance with the terms and subject to the conditions set forth 
in this Agreement;

     WHEREAS, Acquiror desires to purchase and assume the assets 
on the terms and subject to the conditions set forth in this 
Agreement;

     WHEREAS, the Board of Directors of the Company has (i) 
determined that this Agreement and the transactions contemplated 
herein are in the best interests of the Company and the holders of 
Company Common Stock (as defined below) and (ii) approved and 
adopted this Agreement and the transactions contemplated hereby 
and recommended adoption of this Agreement by the shareholders of 
the Company;

     WHEREAS, the Board of Directors of Acquiror has determined 
that this Agreement and the transactions contemplated herein are 
in the best interests of Acquiror and its shareholders and has 
approved and adopted this Agreement and the transactions 
contemplated hereby; and

     WHEREAS, Messrs. Bade, Frankenthal, Frankenthal and Spiegel 
have not been involved with the activities and operations of the 
Company, but will benefit from the transaction; therefore, certain 
rights and obligations of these parties have been limited in this 
Agreement to reflect their lack of involvement in and knowledge of 
the activities and operations of the Company.

     NOW, THEREFORE, in consideration of the foregoing and the 
respective representations, warranties, covenants and agreements 
set forth in this Agreement, the parties agree as follows:

                                                                Page 1  of 47
ARTICLE I

SALE OF ASSETS;

SECTION 1.01  Subject Assets;.  The Company hereby agrees to 
sell, assign and deliver to the Acquiror at the Closing (as 
defined below), free and clear of all liens, mortgages, pledges, 
options, claims, security interests, conditional sales contracts, 
title defects, encumbrances, charges and other restrictions of 
every kind (collectively, the "Liens") except as specifically 
permitted by this Agreement, on the terms and subject to the 
conditions set forth in this Agreement, all right, title and 
interest in and to all of the assets of the Business (with the 
exception of the Excluded Assets, as hereinafter defined), whether 
real, personal or mixed, tangible or intangible, together with any 
replacements thereof and additions thereto made between the date 
hereof and the Closing, including, without limitation, the assets 
that are listed on Schedules 1.01(a) through (h) of the disclosure 
schedule delivered by the Company to the Acquiror (the "Company 
Disclosure Schedule") (collectively, the "Subject Assets"), 
including the following:

     (a)     all personal property constituting a portion of the 
Subject Assets, including, without limitation, furniture, 
equipment and other fixed assets as set forth on Schedule 1.01(a) 
of the Company Disclosure Schedule (collectively, the "Fixed 
Assets");

     (b)     all of the interest in, and the rights and benefits 
accruing to the Company as the result of, the leased real and 
personal property used or useful in connection with the Business 
of the Company, as listed on Schedule 1.01(b) of the Company 
Disclosure Schedule including the lease the Company has on the 
property it leases as its headquarters located at 2151 Fountain 
Drive, Snellville, Georgia (the "Headquarters Lease")  
(collectively, the Headquarters Lease and the other leased 
property are referred to as the "Leased Property") and those other 
contracts, leases and agreements used or useful in connection with 
the Business of the Company, including but not limited to all 
Contracts which are "professional employer agreements", all as 
listed on Schedule 1.01(b) of the Company Disclosure Schedule 
(collectively with the Leased Property, the "Contracts");

     (c)     all customer records, all employee records for the 
employees of, and independent contractors retained by, the Company 
who are hired post-closing by the Acquiror, including, without 
limitation, Form I-9's, filings and records, operating data, books 
and files, documents and records of the Company pertaining to the 
Subject Assets, warranties, guaranties, service and maintenance 
documents, bills of sale, assumption agreements and other similar 
documents related to the Subject Assets, customer and employee 
lists, regulatory filings and records, copies of financial and 
accounting records, executed Contracts (as defined in paragraph 
(b) above), credit records, correspondence reasonably required for 
continued operation of the Business, current or projected budgets 

                                                                Page 2  of 47
and other similar documents and records used or useful in 
connection with the Business of the Company (collectively, the 
"Records");

     (d)     all of the Company's rights in and to the licenses, 
permits, approvals and other authorizations issued to it by any 
governmental authority and used or useful in the conduct of the 
business and operations of the Company as listed on Schedule 
1.01(d) of the Company Disclosure Schedule (collectively, the 
"Licenses") to the extent such Licenses are assignable by the 
Company;

     (e)     all of the Company's rights in the Company's group 
health plan and group dental plan under the Blue Cross and Blue 
Shield Association which it currently has in place for the benefit 
of its employees, as listed and described on Schedule 1.01(e) of 
the Company Disclosure Schedule;

     (f)     all goodwill associated with the Subject Assets and 
all trademarks, trade names, logos, slogans and other intangible 
assets used or useful in connection with the Subject Assets as 
listed on Schedule 1.01(f) of the Company Disclosure Schedule to 
the extent of the Company's right, title and interest therein, 
including, without limitation, the name Stone Mountain or Stone 
Mountain Group, the initials SMG or TSMG and any logo, mark or 
symbol used in connection therewith, whether or not an application 
for trade mark or trade name protection has been filed with any 
state or federal agency; 

     (g)     all cash on hand, trade accounts receivable, deposits 
in financial institutions, cash equivalents, short and long term 
securities, certificates of deposit and other current assets 
existing as of the date of Closing, (including the names and 
addresses of all financial institutions in which the Company has 
accounts, the numbers of these accounts and the names of all 
persons authorized to draw on these accounts), as listed on 
Schedule 1.01(g) of the Company Disclosure Schedule, not to 
include the investment in Waterford (as defined below) and the 
Waterford C fund collateral, and adjusted for changes in account 
balances occurring in the ordinary course of business from the 
date indicated on Schedule 1.01(g) until Closing;

     (h)     all cash deposits and prepaid expenses listed on 
Schedule 1.01(h) hereto; and

     (i)     all goodwill associated with the foregoing and the 
Business.

SECTION 1.02  Excluded Assets and Liabilities;.  The Subject 
Assets shall not include the assets described in this Section 
1.02.  The assets described in this Section 1.02 are the two 
leases the Company has in effect for the lease of two vehicles 
leased by the Company for the use of Hal W. Pulfer and James 
Beesley (the "Car Leases"), and cash retained by the Company to 
pay the "remaining lease payments" (not including a payment in 
respect of the residual value of the leases) of these two leases, 

                                                                Page 3  of 47
in the total amount of $19,743 (adjusted if the Closing occurs 
after August 31, 1996), cash retained by the Company for the 
distributions to be made to the Stone Mountain Group Shareholders 
to pay for the income tax liability they will incur in respect of 
the Company's income under Subchapter S of the Internal Revenue 
Code for the monthly installment for August 1996, which is not 
anticipated to be distributed to the Stone Mountain Group 
Shareholders until a date after Closing (which amount withheld 
must be in accordance with the Company's past practice and not 
include provision for liability attributable to any income 
recognized as a result of the transactions contemplated by this 
Agreement, which liability will be borne by the Stone Mountain 
Group Shareholders and satisfied out of the Purchase Price or 
their own individual assets), the Company's ownership interest in 
Waterford Insurance Ltd., a Cayman Islands Exempt Stock Insurance 
Company, including the C fund collateral therein ("Waterford") or 
any interest the Company has in the self-funded insurance plans 
sponsored by the Company for its employees pursuant to agreements 
with Klais & Company, Inc. (the "Former Health Plan") 
(collectively, these assets not being transferred to the Acquiror 
will be referred to as the "Excluded Assets").  The Subject Assets 
shall also not be subject to, and the Acquiror shall not assume or 
be subject to, any liabilities, obligations or commitments of the 
Company not specifically listed in Section 1.03 or included in the 
Contracts specifically referred to in Section 1.01(b) (those 
liabilities not assumed or taken subject to are referred to as the 
"Excluded Liabilities").  Without limiting the generality of the 
foregoing, the Excluded Liabilities shall include, and neither the 
Acquiror nor any Subsidiary of the Acquiror, shall be under any 
obligation, nor shall be deemed, to assume any obligation or 
liability of the Company for the following (except for those 
liabilities reflected in the pro-forma column of the Company's 
adjusted June 30, 1996 balance sheet attached as Schedule 1.02):

     (a)     any liability with respect to any pension, 
retirement, savings, disability, medical, dental, health, life 
(including all individual life insurance policies as to which the 
Company is the owner, beneficiary or both), death benefit, group 
insurance, profit sharing, deferred compensation, stock option, 
bonus, incentive, vacation pay, severance pay, Code Section 125 
"cafeteria" or "flexible benefit" plan, or other employee benefit 
plan, trust, arrangement, contract, agreement, policy or 
commitment (including without limitation, all employee pension 
benefit plans as defined in Section 3(2) of the Employee 
Retirement Income Security Act of 1974, as amended ("ERISA"), and 
all employee welfare benefit plans as defined in Section 3(1) of 
ERISA), under which current or former employees of the Company or 
its ERISA Affiliates (as defined in Section 4.11(c) below) are 
entitled to participate by reason of their employment with the 
Company or its ERISA Affiliates, whether or not any of the 
foregoing is funded, whether insured or self-funded, and whether 
written or oral, (i) to which the Company or its ERISA Affiliates 
is a party or a sponsor or a fiduciary thereof or by which the 
Company or its ERISA Affiliates (or any of their rights,  
properties or assets) is bound or (ii) with respect to which the 

                                                                Page 4  of 47
Company or its ERISA Affiliates has made any payments, 
contributions or commitments, or may otherwise have any liability 
(whether or not the Company or its ERISA Affiliates still 
maintains such plan, trust, arrangement, contract, agreement, 
policy or commitment) (the "Employee Benefit Plans");

     (b)     any liability incurred by or assessed against the 
Acquiror or any Subsidiary or affiliate of the Acquiror that 
arises under Sections 4980B and 5000 of the Code and with respect 
to any failure to comply by the Company with the continuation 
health care coverage requirements of Section 4980B of the Code and 
Sections 601 through 608 of ERISA, which failure occurs with 
respect to any person who is or was a current or former employee 
of the Company or any qualified beneficiary of such employee (as 
defined in Section 4980B(g)(1) of the Code);

     (c)     the Company's or the Stone Mountain Group 
Shareholders' legal, accounting, broker's or other fees or 
expenses arising out of the transactions contemplated by this 
Agreement, which shall be satisfied by the Company or the Stone 
Mountain Group Shareholders out of the Purchase Price, except for 
the amounts described in Section 1.03;

     (d)     with respect to federal income or excess profits 
taxes or state or local income, sales, use, excise, ad valorem or 
franchise taxes, together with any interest, assessments and 
penalties thereon arising out of or attributable to the conduct of 
the Company's operations and business prior to the Closing (as 
hereinafter defined), including but not limited to the disputed 
tax penalty in the amount of $61,697.25 that is being contested by 
Brooks Holmes Williams & Cook LLC, or the Company's federal income 
or capital gain, taxes or state or local income or franchise taxes 
arising by virtue of the transactions contemplated by this 
Agreement;

     (e)     with respect to litigation or other legal proceedings 
or investigations  to the extent related to the Company on and 
prior to the Closing;

     (f)     with respect to any liability arising out of the 
Company's ownership interest in Waterford, whether for unpaid 
premiums, currently outstanding or future retroactive assessments, 
tax liabilities, or any other liabilities or obligations related 
to Waterford;

     (g)     with respect to wages, salaries, bonuses, 
commissions, overtime or other employee and independent contractor 
benefits relating to periods on and prior to the Closing;

     (h)     any liability with respect to the Car Leases;

     (i)     any liability with respect to the Former Health Plan;

     (j)     any tort, crime or workers' compensation claim 
(including claims for insurance premiums in respect thereof) or 

                                                                Page 5  of 47
any other claim against the Company based on any acts, omissions 
or facts occurring or arising on or prior to the Closing;

     (k)     any liability with respect to the transfer of the 
Subject Assets or the dissolution and liquidation of the Company; 
     (l)     any amount owed by the Company to any one or more of 
the Stone Mountain Group Shareholders, unless specifically 
referred to elsewhere in this Agreement as a liability which the 
Acquiror will assume as detailed in the pro-forma column of 
Schedule 1.02; 

     (m)     any liability with respect to sales commissions paid 
(or to be paid) to employees or independent contractors of the 
Company in connection with the Company's professional employer 
agreements listed on Schedule 1.01(b); and

     (n)     with respect to any other accrued liabilities 
relating to matters or periods on or prior to the Closing.

SECTION 1.03  Assumed Liabilities;.  The Acquiror shall, at 
the Closing, assume and undertake to perform, pay, satisfy or 
discharge in accordance with their terms, only such liabilities, 
obligations and commitments of the Company relating to the period 
commencing after the Closing under the Leased Property and the 
Contracts to be assigned to it as listed on Schedule 1.01(b) of 
the Company Disclosure Schedule, liabilities for trade accounts 
payable occurring in the ordinary course of the Business (other 
than any set forth in Section 1.02 above), a non-interest bearing 
non-secured promissory note from the Company to Hal Pulfer, in the 
amount of $166,500, $20,000 of which shall be payable at Closing 
and the balance of which shall be payable on January 3, 1997, 
which the Company issued to Hal W. Pulfer in respect of a finder's 
fee (the "Finder's Fee"), and 50% of the cost of the audit of the 
1994 Financial Statements, and as may otherwise be expressly 
assumed pursuant to this Agreement (the "Assumed Liabilities").

SECTION 1.04  ;The Closing;.  The closing of the 
transactions contemplated by this Agreement (the "Closing") will 
take place at the offices of The Hartsfield Group, Inc., Six 
Concourse Parkway, Suite 1930, Atlanta, Georgia, 30328, at 1:00 
P.M., and will be effective on the date of Closing.  At the 
Closing, the Company shall deliver to Acquiror such bills of sale, 
endorsements and assignments (in the forms attached as Exhibit 
1.04), and other customary instruments and documents and 
certificates reasonably satisfactory to Acquiror and its counsel 
as shall be sufficient to vest in Acquiror good, valued and 
marketable title to the Subject Assets, free and clear of all 
liens, and to assign the Contracts to Acquiror or to such person 
within Acquiror's Affiliated Group as designated by Acquiror, and 
the Acquiror shall deliver to the Company the Purchase Price, 
pursuant to the terms and conditions specified in Article II 
below.  In addition, at the Closing, each of the parties shall 
satisfy or deliver evidence to the other of satisfactory 
completion of each of the conditions to close applicable to it in 
accordance with Article X below.

                                                                Page 6  of 47
SECTION 1.05 Prorations.  All personal or real property taxes with 
respect to the Subject Assets to be conveyed to the Acquiror 
pursuant hereto (which shall be based on the immediately prior 
year's tax bills and adjusted post-Closing after the current tax 
year's tax bills are issued and received if such current tax 
year's bills are not issued before the Closing) and any changes 
for rents or similar costs of the Business shall be prorated 
through the Closing Date.  The parties will execute a closing 
statement reflecting such prorations and adjustments.  In the 
event any amount is due from either to the other as a result of 
any such proration, the resulting amount payable shall be paid 
immediately upon demand.

                        ARTICLE II

PURCHASE PRICE;

SECTION 2.01 Purchase Price;.  (a)  The Subject Assets shall 
be sold by the Company and shall be purchased by the Acquiror for 
an aggregate purchase price (the "Purchase Price") of:

       (i)     $5,000,000, payable as specified in Section 
2.01(b) below;

       (ii)     an Incremental Payment, payable in cash 45 days 
after the first anniversary following the Closing (the 
"Incremental Payment"), computed as follows:

Incremental Payment = 75% x New Client Controllable Revenues

              where 

(r) New Client Controllable Revenues equal (A) the total amount 
billed in the 12 month period following the Closing to the 
companies identified in attached Exhibit 2.01(a), provided these 
companies execute the Acquiror's standard service contract prior 
to October 25, 1996, at prices approved by Acquiror's area 
president, less (B) amounts billed to these clients for (a) 
payroll expenses (salary and other cash compensation), (b) 
payments attributable to the Federal Insurance Contributions Act 
("FICA"), Federal Unemployment Tax Act ("FUTA") and other 
employment taxes, and (c) 50% of employer contributions for other 
employee benefits; and

       (iii)     the Assumed Liabilities.

      (b)     The portion of the Purchase Price referred to in 
Section 2.01(a)(i) above shall be paid by the Acquiror to the 
Company at Closing as follows:

       (i)     through the issuance by the Acquiror of a 
promissory note, substantially in the form of attached Exhibit 
2.01(b)(i), which promissory note shall be payable to Company in 
the principal amount of $548,437, bear interest at 7% (the 

                                                                Page 7  of 47
"Beesley Note"), and which the Company and James Beesley agree 
will be assigned, endorsed and delivered by it to James Beesley on 
January 2, 1997; 

       (ii)     through the issuance by the Acquiror of a 
promissory note, substantially in the form of attached Exhibit 
2.01(b)(ii), which promissory note shall be payable to Company in 
the principal amount of $825,000, bear interest at 7% (the "Pulfer 
Note"), and which the Company and Hal W. Pulfer agree will be 
assigned, endorsed and delivered by it to Hal W. Pulfer on January 
2, 1997;

       (iii)     $2,376,563 (less reductions under Section 9.10 
below) by wire transfer of immediately available funds to an 
account designated in writing by the Company to the Acquiror at 
least five business days prior to Closing; and
 .
       (iv)     $1,250,000 in cash to be deposited with the 
Acquiror to hold as escrow agent pursuant to Article 8 of this 
Agreement and the "Escrow Agreement" (as defined in Article 8).

SECTION 2.02 Allocation.  The Purchase Price shall be allocated 
among the Subject Assets on the basis set forth in Schedule 2.02, 
which allocations shall be used by the parties for purposes of 
reporting to the Internal Revenue Service ("IRS") on Form 8594. 
The Acquiror and Company agree to cooperate with each other in 
connection with the preparation and filing of any information 
required to be furnished to the IRS under Section 1060 of the 
Code, and any applicable regulations thereunder, and shall not 
take any position in any income tax return, before any 
Governmental Entity charged with the collection of income tax, or 
in a judicial proceeding inconsistent with the terms of this 
subsection.

                          ARTICLE III

DEFINITIONS;

The term "Adverse Consequences" as used in this Agreement means 
all actions, suits, proceedings, hearings, investigations, 
charges, complaints, claims, demands, injunctions, judgments, 
orders, decrees, rulings, damages, dues, penalties, fines, costs, 
amounts paid in settlement, liabilities, obligations, Taxes (as 
defined below) liens, losses, expenses and fees, including court 
costs and reasonable attorneys' fees and expenses.

The term "Affiliated Group" has the meaning described in Section 
1504 of the Code, without regard to the exceptions contained in 
subsection (b) thereof.

The term "Code" means the Internal Revenue Code of 1986, as 
amended.

The term "Company Material Adverse Effect" as used in this 
Agreement shall mean any change or effect that is materially 

                                                                Page 8  of 47
adverse to the financial condition, results of operations, 
businesses, properties, assets or liabilities of the Company.  A 
change or effect shall be considered materially adverse if it has 
a negative financial impact of at least $25,000.
The term "person" as used in this Agreement means an individual, 
corporation, partnership, association, trust, unincorporated  
organization, other entity or group (as defined in Section 13(d) 
of the Securities Exchange Act of 1934, as amended (the "Exchange 
Act").

The term "knowledge" of a party as used in this Agreement, means 
the actual knowledge of a person, or of its current officers and 
directors in the case of a corporate person, after reasonable 
investigation.

The term "Law" shall mean any federal, state or local law, 
statute, rule, ordinance or regulation (including codes, plans, 
judgments, injunctions, administrative interpretations, orders, or 
charges thereunder).

The term "Subsidiary" (or its plural) as used in this Agreement 
with respect to the Company or the Acquiror shall mean any 
corporation, partnership, joint venture or other legal entity of 
which the Company or the Acquiror, as the case may be (either 
alone or through or together with any other Subsidiary), owns, 
directly or indirectly, 50% or more of the stock or other equity 
interests the holders of which are generally entitled to vote for 
the election of the board of directors or other governing body of 
such corporation or other legal entity.

                        ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND STONE MOUNTAIN 
GROUP SHAREHOLDERS;

     The Company and each of Hal W. Pulfer and James Beesley 
represents and warrants to Acquiror that the statements contained 
in this Article 4 are correct and complete as of the date of this 
Agreement and will be correct and complete as of the Closing (as 
though made then and as though the Closing were substituted for 
the date of this Agreement throughout this Article 4).  Each of 
the other Stone Mountain Group Shareholders represents and 
warrants to Acquiror that, to his knowledge, the statements 
contained in this Article 4 are correct and complete as of the 
date of this Agreement and will be correct and complete as of the 
Closing (as though made then and as though the Closing were 
substituted for the date of this Agreement throughout this Article 
4).

SECTION 4.01  Organization and Qualification; No 
Subsidiaries;.  The Company is a corporation, duly incorporated, 
validly existing and in good standing under the laws of Georgia, 
has all requisite corporate or other power and authority to own, 
lease and operate its properties and to carry on its business as 

                                                                Page 9  of 47
it is now being conducted and is duly qualified and in good 
standing to do business in each jurisdiction in which the nature 
of the business conducted by it or the ownership or leasing of its 
properties makes such qualification necessary, including all 
qualifications under any "professional employer organization" or 
similar state statute in effect in any state in which the Company 
provides employees under any "employee leasing" arrangement.  The 
Company does not now have and has never had any "Subsidiary", nor 
owned 80 percent or more of any corporation or been a member of an 
Affiliated Group.

SECTION 4.02  Articles of Incorporation; By-Laws;.  The 
Company has furnished to Acquiror complete and correct copies of 
its Articles of Incorporation and By-Laws, as amended or restated.  
The Company is not in violation of any of the provisions of its 
Articles of Incorporation or By-Laws, as amended or restated.

SECTION 4.03  Capitalization;. (a) The authorized capital 
stock of the Company consists of 100,000 shares of Company Common 
Stock, of which 1,000 shares were issued and outstanding.  The 
Company has no other classes of stock.

     (b)     All outstanding shares of Company Common Stock are 
duly authorized, validly issued, fully paid and non-assessable.  
No outstanding shares of Company Common Stock have been issued in 
violation of any pre-emptive or similar rights. There are no 
options, warrants or other rights, agreements, arrangements or 
commitments to which the Company is a party of any character 
relating to the issued or unissued capital stock of the Company or 
obligating the Company to grant, issue, sell or register for sale 
any shares of the capital stock of the Company, by sale, lease, 
license or otherwise.  Except as disclosed in the June 30, 1996 
balance sheet of the Company, as of the date of this Agreement, 
there are no obligations, contingent or otherwise, of the Company 
to provide funds to, or make any investment in (in the form of a 
loan, capital contribution or otherwise), or provide any guarantee 
with respect to the obligations of the Company or any other 
person.

SECTION 4.04  Authority; Vote Required;.  The Company has the 
requisite corporate power and authority to execute and deliver 
this Agreement, to perform its obligations under this Agreement 
and to consummate the transactions contemplated by this Agreement.  
The execution and delivery of this Agreement by the Company and 
the consummation by the Company of the transactions contemplated 
by this Agreement have been duly authorized by all necessary 
corporate action and no other corporate proceedings on the part of 
the Company are necessary to authorize this Agreement or to 
consummate the transactions contemplated by this Agreement.  This 
Agreement has been duly executed and delivered by the Company and, 
assuming the due authorization, execution and delivery by 
Acquiror, constitutes a legal, valid and binding obligation of the 
Company subject to bankruptcy, insolvency, reorganization, 
moratorium and other laws limiting creditors' rights generally and 
to general equity principles.  The  transactions contemplated by 

                                                                Page 10 of 47
this Asset Purchase Agreement will not give rise to any appraisal 
rights or dissenter's rights of the Stone Mountain Group 
Shareholders.  As of the date of the Closing, all actions required 
to be taken by the Board of Directors of the Company under Section 
14-2-1202 of the Georgia Code regarding shareholder approval of a 
sale of assets by the Company have been taken and the Stone 
Mountain Group Shareholders have approved the transactions 
contemplated by this Asset Purchase Agreement as required under 
such section of the Georgia Code. 

SECTION 4.05  No Conflict; Required Filings and Consents;.  
The execution and delivery of this Agreement by the Company do 
not, and the performance of this Agreement by the Company will 
not, (i) conflict with or violate the Articles of Incorporation or 
By-Laws or equivalent organizational documents of the Company; 
(ii) subject to giving the notices and obtaining the consents, 
approvals, authorizations or permits described in Schedule 4.05 of 
the Company Disclosure Schedule, conflict with or violate any Laws 
applicable to the Company or by which any of its respective 
properties is bound or affected; or (iii) result in any breach of 
or constitute a default (or an event that with notice or lapse of 
time or both would become a default) under, or give to others any 
rights of termination, amendment, acceleration or cancellation of, 
or result in the creation of a lien or encumbrance on any of the 
properties or assets of the Company pursuant to, any note, bond, 
mortgage, indenture, contract, agreement, lease, license, permit, 
franchise or other instrument or obligation to which the Company 
is a party or by which the Company or any of its respective 
properties is bound or affected, except for any such conflicts or 
violations described in clause (ii) that would not have, in the 
aggregate, a Company Material Adverse Effect, and any such 
breaches or defaults described in clause (iii) that would not, in 
the aggregate, have a Company Material Adverse Effect.

SECTION 4.06  Permits; Compliance;.  The Company is in 
possession of all material franchises, grants, authorizations, 
licenses, permits, easements, variances, exemptions, consents, 
certificates, approvals and orders necessary for the Company to 
own, lease and operate its properties or to carry on its business 
substantially as it is now being conducted (the "Company Permits") 
and no suspension, revocation or cancellation of any of the 
Company Permits is pending or, to the knowledge of the Company, 
threatened.  In particular, the Company, and Hal W. Pulfer and 
James Beesley, are licensed or registered as professional employer 
organizations and as control persons thereof, respectively, in 
each jurisdiction in which their activities require such licensing 
or registration, except where failure to comply will not have a 
Company Material Adverse Effect, and except as disclosed in 
Schedule 4.06 of the Company Disclosure Schedule.  The Stone 
Mountain Group Shareholders represent and warrant that the Company 
will not suffer a Company Material Adverse Effect as a result of 
the exceptions disclosed on Schedule 4.06 of the Company 
Disclosure Schedule, considered in the aggregate and not on a per 
violation basis.  The Company has not operated and is not 
operating in violation of any Law applicable to the Company or by 

                                                                Page 11 of 47
which any of its respective properties is bound or affected, 
including without limitation, the Occupational Safety and Health 
Act, Environmental Protection Act, Equal Employment Opportunities 
Act, the Age Discrimination in Employment Act, Title VII of the 
Civil Rights Act, the Vocational Rehabilitation Act, the Americans 
with Disabilities Act, Vietnam Era Veterans Readjustment Act, Fair 
Labor Standards Act, Federal Drug Free Workplace Act, and all Laws 
relating to wages and hours, workers' compensation, labor practice 
regulations, employment discrimination and state employee leasing 
and registration requirements.  The Company is not the object of 
any employee claims alleging violation of federal or state laws 
prohibiting discrimination or sexual harassment or any other 
charges reportable to the Equal Employment Opportunity Commission 
or comparable state human rights or equal employment opportunity 
agency.

SECTION 4.07  Reports; Financial Statements;.  (a) Since 
December 31, 1991, the Company has filed all forms, reports, 
statements and other documents required to be filed with all 
applicable federal or state regulatory authorities (all such 
forms, reports, statements and other documents, including any 
amendment thereto, being collectively referred to as the "Company 
Reports").  The Company Reports were prepared in all material 
respects in accordance with the requirements of applicable Law.

     (b)     The audited balance sheet of the Company for the year 
ended December 31, 1995 and the statements of income, changes in 
stockholders' equity and cash flows for the fiscal year ended on 
December 31, 1995, including any notes thereto, all of which have 
been audited by Brooks, Holmes, Williams & Cook, LLC, certified 
public accountants (such financial statements as of, at and for 
the year ended December 31, 1995 being referred to herein as the 
"1995 Financial Statements"), have been prepared in all material 
respects in accordance with generally accepted accounting 
principles ("GAAP") applied on a consistent basis throughout the 
periods involved (except to the extent required by changes in GAAP 
or as may be indicated in the notes thereto) and (ii) present 
fairly, in all material respects, the financial position of the 
Company as of the respective dates thereof and the results of 
operations and cash flows for the periods indicated.

     (c)     The unaudited balance sheet of the Company for the 
year ended December 31, 1994 and the statements of income, changes 
in stockholders' equity and cash flows for the fiscal year ended 
on December 31, 1994, including any notes thereto (such financial 
statements as of, at and for the fiscal year ended December 31, 
1994 being referred to herein as the "1994 Financial Statements"), 
have been prepared in all material respects in accordance with 
GAAP applied on a consistent basis throughout the periods involved 
(except to the extent required by changes in GAAP or as may be 
indicated in the notes thereto) and (ii) present fairly, in all 
material respects, the financial position of the Company as of the 
respective dates thereof and the results of operation and cash 
flows for the periods indicated.  The financial information and 
disclosures in the unaudited 1994 Financial Statements will be 

                                                                Page 12 of 47
substantially the same as in audited 1994 Financial Statements, 
which are currently being prepared by the Company's certified 
public accountants, Brooks, Holmes, Williams & Cook, LLC, and 
which will be issued on an unqualified basis.  The Company has 
been informed by Brooks, Holmes, Williams & Cook, LLC, that 
audited 1994 Financial Statements will be available by September 
16, 1996.  The Stone Mountain Group Shareholders represent and 
warrant that in all cases these audited 1994 financial statements 
will be available within 45 days of the Closing.  In making this 
representation, the Stone Mountain Group Shareholders understand 
that as a result of the Acquiror's consummation of the 
transactions contemplated hereby, the Acquiror must file a Form 8K 
with the Securities and Exchange Commission within 60 days after 
the date of this Agreement, which Form 8K must include the 
Company's audited 1994 Financial Statements.  The fee charged by 
Brooks, Holmes, Williams & Cook LLC for the full cost of the audit 
being conducted on the 1994 financial statements shall be paid as 
provided in Section 9.09 below.

     (d)     The unaudited balance sheet and statements of income, 
changes in stockholders' equity and cash flows of the Company for 
the six months ended June 30, 1996 (such financial statements 
being referred to as the "Interim Financial Statements"), (i) have 
been prepared in accordance with GAAP applied on a consistent 
basis with the 1995 Financial Statements, and (ii) present fairly, 
in all material respects, the financial position of the Company as 
of June 30, 1996 and the six month period ended June 30, 1996.

     (e)     Except as and to the extent reflected or reserved in 
the balance sheet of the Company for the six months ended June 30, 
1996, including all notes thereto (the "Company Balance Sheet"), 
the Company does not have any liabilities or obligations of any 
nature (whether accrued, absolute, contingent or otherwise) that 
would be required to be reflected on, or reserved against in, a 
balance sheet of the Company or in the notes thereto, prepared in 
accordance with GAAP, except for liabilities or obligations 
incurred in the ordinary course of business since June 30, 1996.

SECTION 4.08  Absence of Certain Changes or Events;.  Except 
as contemplated in this Agreement or the Company Disclosure 
Schedule, since June 30, 1996:

     (a)     there has not been any change which has caused or 
development of a prospective change which is reasonably likely to 
cause a Company Material Adverse Effect;

     (b)     the Company has not increased compensation to 
officers or key employees or increased or created any new bonus, 
insurance, pension or other employee benefit plan, payment or 
arrangement (including, but not limited to, the granting of 
employee stock options), except for contemplated increases in 
compensation or bonuses described in Schedule 4.08(b) of the 
Company Disclosure Schedule, none of which have created or will 
have created as of the Closing a binding obligation on the part of 
the Company or Acquiror;

                                                                Page 13 of 47
(c)     the Company has not made any loans or advances to any 
officer, director, shareholder or affiliate of the Company (except 
for ordinary travel and business expense payments), or guaranteed 
or pledged collateral to support any loan or advance made to an 
officer, director, shareholder or affiliate of the Company;

     (d)     the Company has not entered into any agreement, 
contract, lease, or license (or series of related agreements, 
contract, leases, or licenses) involving more than $50,000;

     (e)     no party (including the Company) has accelerated, 
terminated, modified, or canceled any agreement, contract, lease, 
or license (or series of related agreements, contracts, leases, 
and licenses) involving more than $50,000 to which the Company is 
a party or by which it is bound, or notified the Company that it 
intends to do any of the foregoing;

     (f)     the Company has not imposed any security interest 
upon any of its assets, tangible, or intangible;

     (g)     the Company has not made a capital expenditure (or 
series of related capital expenditures) involving more than 
$25,000;

     (h)     the Company has not made any capital investment in, 
any loan to, or any acquisition of the securities or assets of, 
any other person (or series of related capital investments, loans, 
and acquisitions) involving more than $50,000, except for payments 
to Waterford for premiums in accordance with past business 
practice;

     (i)     the Company has not delayed or postponed the payment 
of accounts payable and other liabilities;

     (j)     the Company has not canceled, compromised, waived, or 
released any right or claim (or series of related rights or 
claims) involving more than $25,000;

     (k)     the Company has not made any transfers of cash except 
in the ordinary course of business;

     (l)     there has not been any change in the material 
accounting methods or practices followed by the Company except as 
required or permitted by GAAP; and

     (m)     the Company has not entered into any commitment 
(contingent or otherwise) to do any of the foregoing.

SECTION 4.09  Absence of Litigation;.  (a) Schedule 4.09(a) of 
the Company Disclosure Schedule lists (i) all claims, actions, 
suits, litigations, proceedings, arbitrations or investigations of 
any kind against the Company, which are pending or, to the 
Company's knowledge, threatened, and (ii) to the Company's 
knowledge, all claims, actions, suits, litigations, proceedings, 
arbitrations or investigations of any kind against any client of 

                                                                Page 14 of 47
the Company which are pending or threatened, for any activity that 
is or could be covered by or within the scope of the agreement the 
Company has with the client.  There is no action pending seeking 
to enjoin or restrain the transactions contemplated by this 
Agreement.  The Company is not subject to any liability as a 
result of a claim threatened or brought by any employee or former 
employee of the Company even though the possibility of such claim 
has been disclosed to Acquiror prior to Closing.

     (b)     The Company is not subject to any continuing order 
of, consent decree, settlement agreement or other similar written 
agreement with, or, to the knowledge of the Company, continuing 
investigation by, any governmental entity (which includes all 
federal, state, local, and foreign governments (and all agencies 
thereof), or any judgment, order, writ, injunction, decree or 
award of any governmental entity or arbitrator, including without 
limitation, cease-and-desist or other orders.

SECTION 4.10  Contracts; No Default;.  (a) Schedule 4.10(a) of 
the Company Disclosure Schedule sets forth as of the date of this 
Agreement a list of each Contract:

       (i)      which is a professional employer organization 
agreement; 

       (ii)     concerning a partnership or joint venture with 
another person;

       (iii)     involving annual consideration in excess of 
$15,000; 

       (iv)     involving employment agreements, employment 
contracts or understandings (other than understandings with 
respect to "at will" employment) relating to employment to which 
the Company is a party; 

       (v)     concerning confidentiality or non-competition; 

       (vi)     with any shareholder of the Company or 
affiliate or person under the influence or control of or related 
to any shareholder or affiliate of the Company;

       (vii)     involving indebtedness of the Company (other 
than trade payables arising in the ordinary course of business) or 
pursuant to which the Company has guaranteed the indebtedness of 
another or a security interest in an asset of the Company has been 
created; or

       (viii)     which the Company otherwise believes to be 
material to the business of the Company or under which the 
consequences of a default or termination could have a Company 
Material Adverse Effect.

     (b)     Each Contract listed in Schedule 4.10(a) of the 
Company Disclosure Schedule is in full force and effect, is a 

                                                                Page 15 of 47
legal, valid and binding contract or agreement of the Company, 
subject to bankruptcy, insolvency, reorganization, moratorium and 
other laws limiting creditors' rights generally and to general 
equity principles and to public policy concerns, and there is no 
default (or any event known to the Company which, with the giving 
of notice or lapse of time or both, would be a default) by the 
Company or any other party to a Contract, in the timely 
performance of any obligation to be performed or paid under any 
such contract or agreement.  The Company has full legal power and 
authority to assign its rights under the Contracts to Acquiror in 
accordance with this Agreement, and such assignment will not 
affect the validity, enforceability or continuity of any of the 
Contracts.  All of the Contracts which are "professional employer 
agreements" may also be assigned by the Company or Acquiror to any 
person within the Affiliated Group of which Acquiror is a member 
without the need to obtain the consent of any other Person.  All 
consents, waivers, approvals and authorizations which may be 
required with respect to the transactions contemplated hereby are 
listed on Schedule 4.10(a) of the Company Disclosure Schedule and 
will have been duly obtained by the Company and delivered to 
Acquiror and its counsel prior to Closing in a form reasonably 
satisfactory to Acquiror and its counsel.  Except as set forth on 
Schedule 4.10(b), no party is seeking renegotiation of a Contract 
or substitute performance thereunder or has repudiated any 
provision thereunder or indicated that it intends to terminate or 
not renew a Contract.

     (c)     Schedule 4.10(c) of the Company Disclosure Schedule 
sets forth with respect to each Contract between the Company, and 
its clients which are co-employers of the Company's employees, 
each breach of contract or failure of performance claim in excess 
of $25,000 made against the Company during the three years 
immediately preceding the date of this Agreement and through the 
Closing Date.

     (d)     Except as set forth on Schedule 4.10(d), there are no 
outstanding powers of attorney executed on behalf of the Company; 

     (e)     The Company is not subject to any liability to, or 
claim by, Employee Resources Management, Inc. or International 
Business Services, Inc., nor is the Company currently subject to 
any agreement, whether written or oral (and including any joint 
venture) with either of those persons or any owner of affiliate 
thereof.  The Company is not subject to any liability to, or claim 
by, a third party as a result of any past agreement with Employee 
Resources Management, Inc., or International Business Services, 
Inc. or any owners or affiliates thereof.

SECTION 4.11  Employee Benefit Plans; Labor Matters;.  (a) 
Schedule 4.11 of the Company Disclosure Schedule lists all 
pension, retirement, savings, disability, medical, dental, health, 
life (including all individual life insurance policies as to which 
the Company is the owner, beneficiary or both), death benefit, 
group insurance, profit sharing, deferred compensation, stock 
option, bonus, incentive, vacation pay, severance pay, Code 

                                                                Page 16 of 47
Section 125 "cafeteria" or "flexible benefit" plan, or other 
employee benefit plan, trust, arrangement, contract, agreement, 
policy or commitment (including without limitation, all employee 
pension benefit plans as defined in Section 3(2) of ERISA, and all 
employee welfare benefit plans as defined in Section 3(1) of 
ERISA), under which current or former employees of the Company or 
its ERISA Affiliates (as defined in Section 4.11(c) below) are 
entitled to participate by reason of their employment with the 
Company or its ERISA Affiliates, whether or not any of the 
foregoing is funded, whether insured or self-funded, and whether 
written or oral, (i) to which the Company or its ERISA Affiliates 
is a party or a sponsor or a fiduciary thereof or by which the 
Company or its ERISA Affiliates (or any of their rights,  
properties or assets) is bound or (ii) with respect to which the 
Company or its ERISA Affiliates has made any payments, 
contributions or commitments, or may otherwise have any liability 
(whether or not the Company or its ERISA Affiliates still 
maintains such plan, trust, arrangement, contract, agreement, 
policy or commitment).  For each Employee Benefit Plan, the 
Company has provided true and correct copies of all plan 
documents, summary plan descriptions, determination letters and 
most recent Form 5500.

     (b)     All required reports and descriptions have been filed 
or distributed appropriately with respect to each Employee Benefit 
Plan, including filings with the Pension Benefit Guaranty 
Corporation, Internal Revenue Service or Department of Labor.

     (c)     For purposes of this Agreement, "ERISA Affiliates" 
shall mean any trade or business (whether or not incorporated) 
that is part of the same controlled group, or under common control 
with, or part of an affiliated service group that includes, the 
Company within the meaning of Section 414(b), (c), (m) or (o) of 
the Code.  Schedule 4.11 of the Company Disclosure Schedule lists 
all ERISA Affiliates of the Company.

     (d)     As used in this Agreement, "Pension Plan" means any 
Employee Benefit Plan which is an employee pension benefit plan as 
defined in Section 3(2) of ERISA or is otherwise a pension, 
savings or retirement plan or a plan of deferred compensation.

     (e)     With respect to the Employee Benefit Plans:

       (i)     None of the Employee Benefit Plans is a 
"multiemployer plan," as such term is defined in Section 3(37) of 
ERISA; each of the Employee Benefit Plans that are subject to 
ERISA is in compliance (both in form and operation) with ERISA, 
the Code and all other applicable Laws; each of the Employee 
Benefit Plans intended to be "qualified" within the meaning of 
Section 401(a) of the Code is so qualified, has received a 
favorable determination letter ruling that the plan complies with 
the Tax Reform Act of 1986, as amended, and has been administered 
and operated in accordance with all laws so as to maintain such 
qualification; no Employee Benefit Plan has an accumulated or 
waived funding deficiency within the meaning of Section 412 of the 

                                                                Page 17 of 47
Code; neither the Company nor any ERISA Affiliate has incurred, 
directly or indirectly, any liability (including any contingent 
liability) to or on account of an Employee Benefit Plan pursuant 
to Title IV of ERISA; no proceedings have been instituted to 
terminate any Employee Benefit Plan that is subject to Title IV of 
ERISA; no "reportable event," as such term is defined in Section 
4043(b) of ERISA, has occurred with respect to any Employee 
Benefit Plan; and no condition exists that presents a material 
risk to the Company or an ERISA Affiliate of incurring a liability 
to or on account of a Employee Benefit Plan pursuant to Title IV 
of ERISA.

       (ii)     The current value of the assets of each of the 
Employee Benefit Plans that are subject to Title IV of ERISA 
exceeds the present value of the accrued benefits under each such 
Plan, taking into account projected salary increases and based 
upon the actuarial assumptions used for funding purposes in the 
most recent actuarial report prepared for such Plans; and all 
contributions, premium payments or other amounts payable by the 
Company and ERISA Affiliates through the Closing with respect to 
each Employee Benefit Plan in respect of current or prior plan 
years have been or will be (prior to or at the Closing) either 
paid or accrued on the Company's regularly prepared financial 
statements.

       (iii)     There are no pending, threatened or 
anticipated material claims (other than routine claims for 
benefits) by, on behalf of or against any of the Employee Benefit 
Plans, the fiduciaries of such plans or any trust related thereto.

       (iv)     No Employee Benefit Plan provides benefits, 
including, without limitation, death or medical benefits (whether 
or not insured), with respect to current or former employees, 
their spouses or dependents for periods extending beyond their 
retirement or other termination of service (other than (i) 
coverage mandated by applicable law, (ii) death benefits or 
retirement benefits under any Pension Plan, or (iii) deferred 
compensation accrued as liabilities on the books of the Company or 
the ERISA Affiliates).

     (f)     The Company is not a party to any collective 
bargaining or other labor union contracts.  There are no union 
organization attempts underway with respect to the employees of 
the Company.  There is no pending or, to the knowledge of the 
Company, threatened labor dispute, strike or work stoppage against 
the Company.  To the knowledge of the Company, the Company has not 
committed any unfair labor practices (as defined in the National 
Labor Relations Act of 1947, as amended) in connection with the 
operation of the business of the Company, and there is no pending 
or, threatened charge or complaint against the Company by the 
National Labor Relations Board or any comparable state or local 
agency.

SECTION 4.12  Taxes;. (a) (i) All Returns (as defined below) 
in respect of Taxes (as defined below) required to be filed with 

                                                                Page 18 of 47
respect to the Company have been timely filed (including 
extensions), including without limitation, all forms 5471 which 
have been required in connection with the Company's ownership of 
an interest in Waterford and no extension of time within which to 
file any such Return has been requested, which Return has not 
since been filed;

      (ii)     all Taxes shown on Returns to be due or payable 
have been timely paid and all payments of estimated Taxes required 
to be made with respect to the Company under Section 6655 of the 
Code or any comparable provision of state, local or foreign law 
have been made on the basis of the Company's good faith estimate 
of the required installments;

     (iii)     all Returns (or, in cases where amended Returns 
have been filed, such Returns as amended) are true, correct and 
complete in all material respects, including without limitation, 
all forms 5471 which have been required in connection with the 
Company's ownership of an interest in Waterford;

     (iv)     no adjustment relating to any Return has been 
proposed in writing by any Tax authority, except proposed 
adjustments that have been resolved prior to the date hereof, and 
the ongoing dispute described in Schedule 4.12(a)(iv) of the 
Company Disclosure Schedule, which involves a disputed tax penalty 
in the amount of $61,697.25 that is being contested by Brooks 
Holmes Williams & Cook LLC;

     (v)     there are no outstanding subpoenas or requests for 
information with respect to any federal, state, local or foreign 
income tax Returns of the Company or the Taxes reflected on such 
Returns;

     (vi)     The Company is not a party to any Tax allocation 
or sharing agreement. The Company (A) has never been a member of 
an Affiliated Group, and (B) has no liability for the Taxes of any 
person under Section 1.1502-6 of the Treasury Regulations (or any 
similar provision of state, local or foreign law), as a transferee 
or successor, by contract, or otherwise;

     (vi)     the Company has not, in any taxable period for 
which the statute of limitations on assessment remains open, 
acquired any corporation that filed a consolidated federal income 
tax return with any other corporation that was not also acquired 
by the Company, and no corporation that was included in the filing 
of a Return with the Company on a consolidated, combined, or 
unitary basis has left the Company's consolidated, combined or 
unitary group in a taxable year for which the statute of 
limitations on assessment remains open;

     (vii)     no consent under Section 341(f) of the Code has 
been filed with respect to the Company;

     (viii)  there are no Tax liens on any assets of the 
Company other than liens for Taxes not yet due or payable;

                                                                Page 19 of 47
(ix)  all Taxes required to be withheld, collected or 
deposited by the Company during any taxable period for which the 
statute of limitations or an assessment remains open have been 
timely withheld, collected or deposited and, to the extent 
required, have been paid to the relevant Tax authority, except 
where the Taxes in question are subject to challenge by the 
Company in an appropriate proceeding, and adequate reserves 
therefor have been provided on the Company's financial statements, 
and disclosure has been made by the Company in Schedule 
4.12(a)(ix) of the Company Disclosure Schedule;

     (x)     the Company was not acquired in a qualified stock 
purchase under Section 338(d)(3) of the Code and no elections 
under Section 338(g) of the Code, protective carryover basis 
elections, offset  prohibition elections or other deemed or actual 
elections under Section 338 are applicable to the Company;

     (xi)     there is no material difference on the books of 
the Company between the amounts of the book basis and the tax 
basis of assets (net of liabilities) that is not accounted for by 
an accrual on the books for federal income tax purposes;

     (xii)     there are no outstanding waivers or agreements 
extending the statute of limitations for any period with respect 
to any Tax to which the Company may be subject;

     (xiii) the Company is not, as of the date of this 
Agreement, under audit with respect to any taxable period for any 
federal, state, local or foreign Tax by the Internal Revenue 
Service (the "IRS") or the applicable Tax authority in each such 
state, local, or foreign jurisdiction;

     (xiv)  The Company is not and will not be subject to any 
unsatisfied U.S. or foreign tax liability as a result of its 
ownership interest in Waterford, including but not limited to any 
liability which could arise as a result of Waterford's 
classification as a "Controlled Foreign Corporation", "Foreign 
Personal Holding Company", or "Passive Foreign Investment 
Company", as such forms are defined in the Code;

     (xv) The Company has been an "S corporation", as such term 
is defined in section 1361(a)(1) of the Code, and has had a valid 
election under section 1362(a) of the Code, for each year during 
which it has been in existence.  No facts exist or have existed 
with respect to the Company, its capital structure or its 
shareholders which at any time during the Company's existence 
would cause a revocation of its Sub S election or loss of its Sub 
S status.

     (b)     For purposes of this Agreement,

     (i)     "Tax" or "Taxes" shall mean any and all taxes, 
charges, fees, levies, and other governmental assessments and 
impositions of any kind, payable to any federal, state, local or 
foreign governmental entity or taxing authority or agency, 

                                                                Page 20 of 47
including, without limitation, income, franchise, net worth, 
profits, gross receipts, minimum, alternative minimum, estimated, 
ad valorem, value added, sales, use, service, real or personal 
property, capital stock, license, payroll, withholding, 
disability, employment, social security, medicare, workers 
compensation, unemployment compensation, utility, severance, 
production, excise, stamp, occupation, premiums, windfall profits, 
transfer and gains taxes, and interest, penalties and additions to 
tax imposed with respect thereto; and
     (ii)     "Returns" shall mean any and all returns, 
reports, information returns and information statements with 
respect to Taxes required to be filed with the IRS or any other 
Governmental Entity or tax authority or agency, whether domestic 
or foreign, including, without limitation, consolidated, combined 
and unitary tax returns.

SECTION 4.13  Intellectual Property Rights;.  The Company owns 
or possesses the right to use all material patents, patents 
pending, trademarks, servicemarks, trade names, service names, 
slogans, registered copyrights, trade secrets, computer software 
and other intellectual property rights it currently uses, without 
any conflict or alleged conflict with the rights of others.  Each 
item of intellectual property owned or used by the Company prior 
to the Closing, including without limitation the names Stone 
Mountain and Stone Mountain Group, and any related marks, symbols 
or logos, will be owned or available for use by the Acquiror on 
the same terms and conditions immediately following Closing.  The 
Company has taken all necessary and desirable action to maintain 
and protect each such item of intellectual property.  Schedule 
4.13 of the Company Disclosure Schedule lists all of the 
intellectual property rights used by the Company as well as any 
intellectual property rights owned by third parties and used by 
the Company pursuant to licenses, sublicenses, agreement or 
permission.  All such licenses, sublicenses, agreements or 
permissions are valid, binding and in full force and effect and no 
default has occurred or notice of default been received with 
respect thereto.

SECTION 4.14  Insurance;.  (a)  Schedule 4.14(a) of the 
Company Disclosure Schedule lists all policies and binders of 
insurance for professional liability, directors and officers, 
property and casualty, fire, liability, worker's compensation and 
other customary matters held by or on behalf of the Company 
("Insurance Policies"), all of which have been made available to 
Acquiror.  The Insurance Policies are in full force and effect and 
the Company is not in default with respect to any provision 
contained in any Insurance Policy nor has the Company failed to 
give any notice of any claim under any Insurance Policy in due and 
timely fashion, nor has any coverage for current claims been 
denied.  The Company has been covered during the past three years 
by insurance in scope and amount customary and reasonable for the 
activities in which it engaged and the assets it has owned during 
this three year period.

     (b) The Company owns one share of common stock and one share 

                                                                Page 21 of 47
of preferred stock in Waterford.  The Company is able to sell the 
Subject Assets and enter into this Agreement without causing any 
breach of its agreement with Waterford or any additional 
liabilities for which Acquiror or any Subsidiary of Acquiror could 
be liable. The Company is current with respect to all premiums 
owed to Waterford, and there are no outstanding retroactive 
assessments or other unsatisfied liabilities or obligations 
related to the Waterford for which the Company could be made 
liable.  Prior to becoming insured for workers' compensation 
insurance and commercial general liability insurance through its 
participation in Waterford, the Company was fully insured by 
independent commercial insurance carriers and not self-insured.

SECTION 4.15  Brokers;.  No broker, finder or investment 
banker other than The Hartsfield Group, Inc. ("Hartsfield") and 
Hal W. Pulfer with respect to the Finder's Fee is entitled to any 
brokerage, finder's or other fee or commission in connection with 
the transactions contemplated by this Agreement based upon 
arrangements made by or on behalf of the Company or the Stone 
Mountain Group Shareholders.  The agreement between Hartsfield and 
Company and the Stone Mountain Group Shareholders provides that 
only the Stone Mountain Shareholders are liable for the full 
amount of fees and costs owed to or which will be owed to 
Hartsfield on consummation of the transactions contemplated by 
this Agreement.  The Stone Mountain Group Shareholders agree to 
indemnify and hold harmless the Company and the Acquiror against 
any claim, liability or obligation brought, imposed or sought to 
be imposed against any or all of them in respect of any broker, 
finder, investment banker or other fee or commission in connection 
with the transactions contemplated by this Agreement. 

SECTION 4.16  Title to Properties;. (a) The Company does not 
own any real property;

     (b)     All of the real property leased by the Company (the 
"Leased Real Property") is described in Schedule 4.16(b) of the 
Company Disclosure Schedule.  The leases for the Leased Real 
Property are in full force and effect and the Company holds a 
valid and existing leasehold interest under each of the leases.  
The Company has delivered to Acquiror complete and accurate copies 
of each of the leases for the Leased Real Property, and none of 
such leases has been modified in any respect, except to the extent 
that such modifications are disclosed by the copies delivered to 
Acquiror.  To the knowledge of the Company and the Stone Mountain 
Group Shareholders, the Company is not in default under, and to 
the knowledge of the Company no circumstances exist which, if 
unremedied, would, either with or without notice or the passage of 
time or both, result in the Company's default under any of such 
leases, except for the requirement that the Company obtain the 
consent of the landlord to assign the Headquarters Lease to 
Acquiror pursuant to this Agreement.  At the time of Closing, the 
Headquarters Lease will contain a provision permitting Acquiror to 
sublease all or part of the space leased pursuant to the 
Headquarters Lease to a third party.

                                                                Page 22 of 47
(c)     there are no pending or threatened condemnation 
proceedings, lawsuits, or administrative actions relating to the 
Leased Real Property or other matters affecting the current use, 
occupancy, or value thereof;

     (d)     all of the Company's Leased Real Property facilities 
have received all approvals of governmental authorities (including 
licenses and permits) required in connection with the ownership or 
operation thereof and have been operated and maintained in 
accordance with applicable laws, rules, and regulations; 

     (e)     to the knowledge of the Company and the Stone 
Mountain Group Shareholders, there are no other leases, subleases, 
licenses, concessions, or other agreements, written or oral, 
granting to any party or parties the right of use or occupancy of 
any portion of the Leased Real Property;
     
     (f)     there are no parties (other than the Company) in 
possession of any of the Company's Leased Real Property;

     (g)     all facilities located on the Company's Leased Real 
Property are supplied with utilities and the services necessary 
for the operation of such facilities, including gas, electricity, 
water, telephone, sanitary sewer, and storm sewer, all of which 
services are adequate in accordance with all applicable laws, 
ordinances, rules and regulations and are provided via public 
roads or via permanent, irrevocable, appurtenant easements 
benefitting the parcel of Leased Real Property;

     (h)     each parcel of Leased Real Property abuts on and has 
direct vehicular access to a public road, or has access to a 
public road via a permanent, irrevocable, appurtenant easement 
benefitting the parcel of real property, and access to the 
property is provided by paved public right-of-way with adequate 
curb cuts available.

     (i)     The Company is not in violation of any applicable 
zoning ordinance or other law, regulation or requirement relating 
to the operation of any properties used in the operation of their 
respective businesses;

     (j)     The Company is not in violation of any laws relating 
to laws governing environmental protection with respect to the 
Leased Real Property or any other real property for which it could 
be liable as a result of the activities or actions of its 
employees, nor is it subject to any liability for clean up or 
remediation under any federal, state or local law.  The Company 
has not received any written notification from any Governmental 
Entity with respect to existing violations of any Laws governing 
environmental protection with respect to the Lease Real Property 
or with respect to any real property for which it could be liable 
as a result of the activities or actions of its employees; and

     (k)     The Company owns good title to the tangible and 
intangible personal property reflected in Schedule 1.01 of the 

                                                                Page 23 of 47
Company Disclosure Schedule or in the Company's Interim Financial 
Statements free and clear of any liens, encumbrances, options or 
other agreements, except as described in Schedule 4.16(k) of the 
Company Disclosure Schedule.

SECTION 4.17  Notes and Accounts Receivable.  All notes and 
accounts receivable of the Company are reflected properly on its 
books and records, are valid receivables subject to no setoffs or 
counterclaims, are current and collectible, and will be collected 
in accordance with their terms at their recorded amounts, subject 
only to the reserve for bad debts set forth on the face of the 
most recent Balance Sheet, as adjusted for the passage of time 
through the Closing in accordance with past custom and practice.

SECTION 4.18  Tax Payment and Direct Deposit Service. (a) For all 
persons which use or have used the Company's tax payment service, 
all payments related to those persons and that service have been 
collected and paid when due, and the amount of the tax payment 
service funds on deposit as of the dates of this Agreement and 
Closing equals the amount of payments due to the relevant Tax 
authorities.

     (b) The balance of direct deposits collected by the Company 
as of the Closing is equal to the amount due to the Company's 
clients and employees as of that date.

SECTION 4.19  Disclosure.  No representation or warranty contained 
in this Article 4 or in the Company Disclosure Schedule, or in any 
document, written information, statement or certificate furnished 
or to be furnished by either the Company or the Stone Mountain 
Group Shareholders to the Acquiror pursuant to this Agreement 
contains or will contain any untrue statement of a material fact, 
or omits or will omit to state a material fact necessary to make 
the statement contained herein or therein not misleading.

SECTION 4.20  Lack of Association.  Neither the Company nor any of 
the Stone Mountain Group Shareholders has, or has had at any time, 
any business relationship with Employer Resources, Inc., a 
Delaware corporation, or any owner or affiliate thereof, or 
affiliate of the owner thereof.

SECTION 4.21 Investment Intent.     Each of the Company and, when 
distributed by the Company to them, Hal W. Pulfer and James 
Beesley, (A) is acquiring the Pulfer Note and the Beesley Note 
solely for its or his own account for investment purposes, and not 
with a view to the distribution or resale thereof (other than the 
distribution by the Company of the Beesley Note to James Beesley 
and the Pulfer Note to Hal W. Pulfer, as contemplated in this 
Agreement), (B) is an "accredited investor" as defined in Rule 215 
of the regulations promulgated under the Securities Act of 1933, 
as amended (the "Securities Act") with knowledge and experience in 
business and financial matters, or is a sophisticated investor 
with sufficient knowledge and experience to evaluate an investment 
in the Acquiror, (C) has received certain information concerning 
Acquiror, including but not limited to the information contained 

                                                                Page 24 of 47
in the Prospectus of Acquiror dated May 9, 1996 and Acquiror's 
quarterly report on Form 10-Q for the quarter ended June 30, 1996, 
and has had the opportunity to obtain additional information as 
desired to evaluate the merits and the risks inherent in holding 
the Pulfer Note and the Beesley Note, (D) agrees to indemnify 
Acquiror against any adverse consequences which shall arise as a 
result of a sale or distribution of the Pulfer Note or the Beesley 
Note by him or it in violation of the Securities Act and state 
securities or Blue Sky laws, and (E) acknowledges that neither the 
Beesley Note nor the Pulfer Note has been or will be registered 
under the Securities Act and will bear a legend to that effect.

                         ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE STONE MOUNTAIN GROUP SHAREHOLDERS

     Each of the Stone Mountain Group Shareholders represents and 
warrants to Acquiror that the statements contained in this Article 
5 are correct and complete as of the date of this Agreement and 
will be correct and complete as of the Closing (as though made 
then and as though the Closing were substituted for the date of 
this Agreement throughout this Article 5.

SECTION 5.01  Authorization of Transaction.  The Stone Mountain 
Group Shareholder has full power and authority to execute and 
deliver this Agreement and to perform his or its obligations 
hereunder. This Agreement constitutes the valid and legally 
binding obligation of the Stone Mountain Group Shareholder, 
enforceable in accordance with its terms and conditions.  The 
Stone Mountain Group Shareholder need not give any notice to, make 
any filing with, or obtain any authorization, 

consent, or approval of any government or governmental agency in 
order to consummate the transactions contemplated by this 
Agreement.

SECTION 5.02   Noncontravention.  Neither the execution and the 
delivery of this Agreement, nor the consummation of the 
transactions contemplated hereby, will (A) violate any 
constitution, statute, regulation, rule, injunction, judgment, 
order, decree, ruling, charge, or other restriction of any 
government, governmental agency, or court to which the Stone 
Mountain Group Shareholder is subject, or (B) conflict with, 
result in a breach of, constitute a default under, result in the 
acceleration of, create in any party the right to accelerate, 
terminate, modify, or cancel, or require any notice under any 
agreement, contract, lease, license, instrument, or other 
arrangement to which the Stone Mountain Group Shareholder is a 
party or by which he is bound or to which any of his assets is 
subject.

SECTION 5.03  Stone Mountain Group Shares.  The Stone Mountain 
Group Shareholder holds of record and owns beneficially the number 
of shares of Company Common Stock set forth next to his name in 
Schedule 5.03 of the Company Disclosure Schedule, free and clear 

                                                                Page 25 of 47
of any mortgages, pledges, liens, encumbrances, charges, 
restrictions on transfer (other than any restrictions under the 
Securities Act and Blue Sky laws), Taxes, security interests, 
options, warrants, purchase rights, contracts, commitments, 
equities, claims, and demands, and the Stone Mountain Group 
Shareholders together own all of the issued and outstanding shares 
of Company Common Stock, which number is equal to the sum of the 
number of shares of Company Common Stock set forth next to the 
Stone Mountain Group Shareholders' names in Schedule 5.03 of the 
Company Disclosure Schedule.  The Stone Mountain Group Shareholder 
is not a party to any option, warrant, purchase right, or other 
contract or commitment that could require the Stone Mountain Group 
Shareholder to sell, transfer, or otherwise dispose of any capital 
stock of Stone Mountain Group (other than this Agreement).  The 
Stone Mountain Group Shareholder is not a party to any voting 
trust, proxy, or other agreement or understanding with respect to 
the voting of any capital stock of Stone Mountain Group.  The 
Stone Mountain Group Shareholder acknowledges and agrees that 
neither the shares of Company Common Stock owned by him nor, to 
his knowledge, any other outstanding stock of the Company, has 
been issued in violation of any pre-emptive or similar rights.

SECTION 5.04  Disclosure.  No representation or warranty contained 
in this Article 5 or in the Company Disclosure Schedule contains 
or will contain any untrue statement of a material fact, or omits 
or will omit to state a material fact necessary to make the 
statement contained herein or therein not misleading.

                        ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF ACQUIROR;

     The term "Acquiror Material Adverse Effect" as used in this 
Agreement shall mean any change or effect that is materially 
adverse to the financial condition, results of operations, 
business, properties, assets or liabilities of Acquiror and its 
Subsidiaries, taken as a whole; provided, however, that the 
occurrence of any or all of the changes or events described in 
Schedule 6.00 of the Acquiror Disclosure Schedule shall not, 
individually or in the aggregate, constitute an Acquiror Material 
Adverse Effect.

     Except as set forth in the Disclosure Schedule delivered by 
Acquiror to the Company prior to the execution of this Agreement 
(the "Acquiror Disclosure Schedule"), Acquiror hereby represents 
and warrants to the Company that:

SECTION 6.01  Organization and Qualification;.  Acquiror is a 
corporation, duly incorporated, validly existing and in good 
standing under the Laws of the jurisdiction of its incorporation, 
and has all requisite corporate power and authority to own, lease 
and operate its properties and to carry on its business as it is 
now being conducted and is duly qualified and in good standing to 
do business in each jurisdiction in which the nature of the 

                                                                Page 26 of 47
business conducted by it or the ownership or leasing of its 
properties makes such qualification necessary, including all 
qualifications needed by the Acquiror under any "professional 
employer organization" or similar state statute in effect in any 
state in which the Acquiror provides employees under any "employee 
leasing" arrangement.

SECTION 6.02  Authority;.  Acquiror has the requisite 
corporate power and authority to execute and deliver this 
Agreement, to perform its obligations hereunder and thereunder, 
and to consummate the transactions contemplated hereby and 
thereby. The execution and delivery of this Agreement by Acquiror 
and the consummation by Acquiror of the transactions contemplated 
by this Agreement, have been duly authorized by all necessary 
corporate action and no other corporate proceedings on the part of 
Acquiror are necessary to authorize this Agreement or to 
consummate the transactions contemplated by this Agreement.  This 
Agreement has been duly executed and delivered by Acquiror and, 
assuming the due authorization, execution and delivery by the 
other parties thereto constitutes a legal, valid and binding 
obligation of Acquiror, subject to bankruptcy, insolvency, 
reorganization, moratorium and other laws affecting creditors' 
rights generally and to general equitable principles.

SECTION 6.03  No Conflict, Required Filings and Consents;.  
The execution and delivery of this Agreement by Acquiror does not, 
and the performance of this Agreement by Acquiror will not, (i) 
conflict with or violate the Articles of Incorporation or By-Laws 
of Acquiror, (ii) subject to obtaining the consents, approvals, 
authorizations or permits described in Schedule 6.03(a) of the 
Acquiror Disclosure Schedule, conflict with or violate any Laws 
applicable to Acquiror or any of Acquiror's Subsidiaries or by 
which any of their respective properties is bound or affected, or 
(iii) result in any breach of or constitute a default (or an event 
that with notice or lapse of time or both would become a default) 
under, or give to others any rights of termination, amendment, 
acceleration or cancellation of, or result in the creation of a 
lien or encumbrance on any of the properties or assets of Acquiror 
or any of Acquiror's Subsidiaries pursuant to, any note, bond, 
mortgage, indenture, contract, agreement, lease, license, permit, 
franchise or other instrument or obligation to which Acquiror or 
any of Acquiror's Subsidiaries is a party or by which or any of 
Acquiror's Subsidiaries or any of their respective properties is 
bound or affected, except for any such conflicts or violations 
described in clause (ii) or breaches or defaults described in 
clause (iii) that would not have an Acquiror Material Adverse 
Effect.

SECTION 6.04  Reports; Financial Statements;.  (a) Since June 
30, 1996, Acquiror and its Subsidiaries have filed (x) all forms, 
reports, statements and other documents required to be filed with 
the SEC (collectively, the "Acquiror SEC Reports").  The Acquiror 
SEC Reports, including all Acquiror Reports filed after the date 
of this Agreement and prior to the Closing, (i) were or will be 
prepared in all material respects in accordance with the 

                                                                Page 27 of 47
requirements of applicable Law, the Securities Act and the 
Exchange Act, as the case may be, and (ii) did not at the time 
they were filed, do not at the date hereof, or will not at the 
time they are filed, contain any untrue statement of a material 
fact or omit to state a material fact required to be stated 
therein or necessary in order to make the statements therein, in 
the light of the circumstances under which they were or will be 
made, not misleading.

     (b)     Each of the consolidated financial statements 
(including in each case, any related notes thereto) contained in 
the Acquiror SEC Reports, including any Acquiror SEC Reports filed 
after the date of this Agreement and prior to the  Closing, (i) 
have been or will be prepared in all material respects in 
accordance with the published rules and regulations of the SEC and 
GAAP applied on a consistent basis throughout the periods involved 
(except (x) to the extent required by changes in GAAP or (y) as 
may be indicated in the notes thereto) and (ii) fairly present or 
will fairly present the consolidated financial position of 
Acquiror and its Subsidiaries as of the respective dates thereof 
and the consolidated results of operations and cash flows for the 
periods indicated, except that (x) any unaudited interim financial 
statements (A) were or will be subject to normal and recurring 
year-end adjustments which were not or are not expected to be 
material in amount and (B) are not or may not be necessarily 
indicative of results for the full fiscal year and (y) any pro 
forma financial information contained in such consolidated 
financial statements is not or may not be necessarily indicative 
of the consolidated financial position of Acquiror and its 
Subsidiaries as of the respective dates thereof and the 
consolidated results of operations and cash flows for the periods 
indicated.

     (c)     Except as and to the extent set forth on the 
consolidated balance sheet of Acquiror at March 31, 1996, 
including all notes thereto, neither Acquiror nor any of its 
Subsidiaries has any liabilities or obligations of any nature 
(whether known or unknown, matured or unmatured, and whether 
accrued, absolute, contingent or otherwise) that would be required 
to be reflected on, or reserved against in, a balance sheet of 
Acquiror or in the notes thereto, prepared in accordance with the 
published rules and regulations of the SEC and GAAP, except for 
liabilities or obligations incurred in the ordinary course of 
business since the date of such balance sheet or as contemplated 
by the Acquiror SEC Reports.

SECTION 6.05  Absence of Certain Changes or Events;.  Since 
June 30, 1996, there has not been an Acquiror Material Adverse 
Effect or any change by Acquiror or its Subsidiaries in their 
accounting methods, principles or practices, except any such 
change after the date of this Agreement required by GAAP or as 
described in the Acquiror SEC Reports filed prior to Closing.

SECTION 6.06  Brokers.  No broker, finder or investment banker is 
entitled to any brokerage, finder's or other fee or commission in 

                                                                Page 28 of 47
connection with the transactions contemplated by this Agreement 
based upon arrangements made by or on behalf of Acquiror.

                        ARTICLE VII

COVENANTS RELATING TO CONDUCT OF BUSINESS;

SECTION 7.01  Affirmative Covenants of the Company;.  The 
Company hereby covenants and agrees that, prior to the Closing, 
unless otherwise expressly contemplated by this Agreement or 
otherwise consented to in writing by Acquiror, the Company will:

     (a)     operate its business in the usual and ordinary course 
and consistent with past practice;

     (b)     use reasonable efforts to preserve intact its 
business organization and assets, including its present 
operations, physical facilities and working conditions; maintain 
its rights and franchises, renew its licenses, permits, 
agreements, uses, and governmental approvals, retain the services 
of its respective officers and key employees and maintain the 
relationships with its respective customers, lessors, licensors, 
employees, and suppliers;

     (c)     use reasonable efforts to keep in full force and 
effect liability insurance and bonds comparable in amount and 
scope of coverage to that currently maintained; and 

     (d)     confer with Acquiror at its reasonable request to 
report operational matters of a material nature and to report the 
general status of the ongoing operations of the business of the 
Company, and notify Acquiror of any breach or event which if it 
had occurred prior to the date of this Agreement would have been a 
breach by the Company or the Stone Mountain Group Shareholders of 
any of their representations, warrants, covenants and agreement 
contained in this Agreement, the Disclosure Schedule or in any of 
the agreements or documents delivered in connection herewith.

SECTION 7.02  Negative Covenants of the Company;.  Except as 
expressly contemplated by this Agreement, described in Schedule 
7.02 of the Company Disclosure Schedule or otherwise consented to 
in writing by Acquiror, from the date of this Agreement until the 
Closing, the Company shall not do any of the following:

     (a)     (i) increase the compensation payable or to become 
payable to any director, officer or employee, except for bonuses 
or increases in salary or wages payable or to become payable which 
are in accordance with preexisting plans or ordinary course of 
business and consistent with past practice; (ii) grant any 
severance or termination pay (other than pursuant to the severance 
policy of the Company as in effect on the date hereof), or enter 
into any severance agreement with, any director, officer or 
employee, (iii) subject to clause (i) of this subsection (a), 
enter into or amend any employment agreement with any director, 
officer or employee that would extend beyond the Closing except on 

                                                                Page 29 of 47
an at-will basis; or (iv) establish, adopt, enter into or amend 
any Employee Benefit Plan, except as may be required to comply 
with applicable Law;
     (b)     declare or pay any dividend on, or make any other 
distribution in respect of, outstanding shares of capital stock, 
except for any distributions to be made to the Stone Mountain 
Group Shareholders to pay for the income tax liability they will 
incur in respect of the Company's income under Subchapter S of the 
Internal Revenue Code in accordance with the Company's past 
practice (other than liability attributable to any income 
recognized as a result of the transactions contemplated by this 
Agreement, which liability will be borne by the Stone Mountain 
Group Shareholders and satisfied out of the Purchase Price or 
their own individual assets without a pre-Closing distribution by 
the Company in respect thereto);

     (c)     effect any reorganization or recapitalization;

     (d)     issue, deliver, award, grant or sell, or authorize 
the issuance, delivery, award, grant or sale (including the grant 
of any security interests, liens, claims, pledges, limitations in 
voting rights, charges or other encumbrances) of, any shares of 
any class of its capital stock (including shares held in 
treasury), any securities convertible into or exercisable or 
exchangeable for any such shares, or any rights, warrants or 
options to acquire, any such shares;

     (e)     acquire or agree to acquire, by merging or 
consolidating with, by purchasing an equity interest in or a 
portion of the assets of, or by any other manner, any business or 
any corporation, partnership, association or other business 
organization or division thereof, or otherwise acquire or agree to 
acquire any assets of any other person (other than the purchase of 
assets from suppliers or vendors in the ordinary course of 
business and consistent with past practice);

     (f)     sell, lease, exchange, mortgage, pledge, transfer or 
otherwise dispose of, or agree to sell, lease, exchange, mortgage, 
pledge, transfer or otherwise dispose of any of its assets, except 
for dispositions in the ordinary course of business and consistent 
with past practice;

     (g)     initiate, solicit or encourage (including by way of 
furnishing information or assistance) any inquiries or the making 
of any proposal that constitutes, or may reasonably be expected to 
lead to, any Competing Transaction (as such term is defined 
below), enter into discussions or negotiate with any person or 
entity in furtherance of such inquiries or to obtain a Competing 
Transaction, or agree to or endorse any Competing  Transaction, or 
authorize any of the officers or directors of the Company to take 
any such action, and the Company shall use its reasonable efforts 
to cause the directors, officers, employees, agents and 
representatives of the Company (including, without limitation, any 
investment banker, financial advisor, attorney or accountant 
retained by the Company) not to take any such action.  The Company 

                                                                Page 30 of 47
shall immediately notify Acquiror in writing of any offer, 
proposal or communication received by it, or to the Company's 
knowledge, any affiliate, employee or consultant of the Company, 
of any Competing Transaction.

For purposes of this Agreement, "Competing Transaction" shall mean 
any of the following involving the Company (other than the 
transactions contemplated by this Agreement):  (i) any merger, 
consolidation, share exchange, business combination, or other 
similar transaction; (ii) any sale, lease, exchange, mortgage, 
pledge, transfer or other disposition of five percent or more of 
the assets of the Company in a single transaction or a series of 
related transactions or assignment of any contract the Company has 
with any of its Customers; or (iii) any tender offer or exchange 
offer for twenty percent or more of the outstanding shares of 
capital stock of the Company or the filing of a registration 
statement under the Securities Act in connection therewith; 

     (h)     adopt any amendments to its Articles of Incorporation 
or By-Laws;

     (i)     (A) change any of its methods of accounting in effect 
at the date hereof or (B) make or rescind any express or deemed 
election relating to Taxes, settle or compromise any claim, 
action, suit, litigation, proceeding, arbitration, investigation, 
audit or controversy relating to Taxes, or change any of its 
methods of reporting income or deductions for federal income Tax 
purposes from those employed in the preparation of the federal 
income Tax returns for the taxable year ending December 31, 1995, 
except in either case as may be required by Law, the IRS or GAAP;
     (j)     incur any obligation for borrowed money or purchase 
money indebtedness, whether or not evidenced by a note, bond, 
debenture or similar instrument;

     (k)     fail to renew any agreement favorable to the Company 
which is used by the Company in the conduct of its business or 
compromise any obligation or amount owed to the Company.

     (l)     agree in writing or otherwise to do any of the 
foregoing.

SECTION 7.03  Access and Information;.  Subject to the 
Confidentiality Agreement dated April 8, 1996, between the 
Acquiror and the Company, the Company shall afford to Acquiror and 
its officers, employees, accountants, consultants, legal counsel 
and other representatives reasonable access upon reasonable notice 
to all information concerning the business, properties, contracts, 
records and personnel of the Company as Acquiror may reasonably 
request.

                                                                Page 31 of 47
ARTICLE VIII

ANTICIPATED CLIENT RETENTION AND LIABILITIES

     (a)     The Company's existing clients (the "Existing 
Clients") are set forth on Schedule 8(a) of the Company Disclosure 
Schedule.  If, on the date which is one year after the Closing, 
(i) (A) the "Anniversary Controllable Revenues" (as defined below) 
are less than 85% of the "Closing Controllable Revenues" (as 
defined below), or (ii) there is any increase in the liabilities 
of the Company to which Acquiror or any of its Subsidiaries 
becomes subject and which result from acts or omissions occurring 
or failing to occur prior to Closing, over the liabilities 
reflected in the financial statements delivered to the Acquiror 
prior to Closing, the Company and the Stone Mountain Group 
Shareholders agree that they will relinquish a specified amount 
(as defined in Section 8(b) below) of the Purchase Price, which 
will be returned to the Acquiror pursuant to the terms of an 
Escrow Agreement in the form of attached Exhibit 8(a) (the "Escrow 
Agreement").  For purposes of this Article 8, Anniversary 
Controllable Revenues means the total amount billed to Existing 
Clients in the four weeks prior to the date which is one year 
after the Closing, less amounts billed for (a) payroll expenses 
(salary and other cash compensation), (b) payments attributable to 
FICA, FUTA and other employment taxes, and (c) 50% of employer 
contributions for other employee benefits, annualized by dividing 
by four and multiplying by 52.  For purposes of this Article 8, 
Closing Controllable Revenues means the total amount billed to 
Existing Clients in the four weeks prior to Closing, less amounts 
billed for (a) payroll expenses (salary and other cash 
compensation), (b) payments attributable to FICA, FUTA and other 
employment taxes, and (c) 50% of employer contributions for other 
employee benefits, annualized by dividing by four and multiplying 
by 52.
     (b)     The amount of the Purchase Price which will be 
relinquished pursuant to the terms of Section 8(a) above if any of 
the specified conditions occur will be equal to the amount by 
which Anniversary Controllable Revenues is less than 85% of 
Closing Controllable Revenues, plus 100 percent of the increase in 
liabilities pursuant to Section 8(a)(ii), provided, in the case of 
the increase in liabilities, the amount of the increase, together 
with any claims for indemnification under Section 9.06, exceed in 
the aggregate $40,000, but in any case not more than the total of 
the amount deposited into escrow pursuant to Section 8(c) below.

     (c)     To secure their obligations and commitment pursuant 
to this Section 8, the Company and the Stone Mountain Group 
Shareholders agree that at Closing, $1,250,000 will be transferred 
by Acquiror to the escrow agent named in the Escrow Agreement, to 
hold pursuant to the terms and conditions of the Escrow Agreement.

     (d)       If, on a date which is 12 months after Closing, 
there are anticipated liabilities that are attributable to events 
or acts occurring prior to Closing and which are contingent, and 
the liability is considered by the Acquiror's independent auditors 

                                                                Page 32 of 47
to be "reasonably possible", as such term is defined in Statement 
of Auditing Standards 5, the Escrow Agreement shall be kept open 
and continue with respect to that liability, in an amount equal to 
the maximum amount of the range of possibility liability 
determined by the Acquiror's independent auditors, until such time 
as the liability is resolved, at which time the balance of cash 
remaining in escrow shall be transferred to the Acquiror or to the 
Company (or, at the Company's direction for amounts to be 
transferred to it, to the Stone Mountain Group Shareholders), in 
accordance with the Escrow Agreement. 

     (e)     Acquiror agrees that with respect to Existing Clients 
and for purposes of determining any decrease in Anniversary 
Controllable Revenues from Closing Controllable Revenues for which 
the Company or the Stone Mountain Group Shareholders could be 
liable pursuant to this Article VIII, it will implement and 
continue the past business practices and policies which Acquiror 
has with respect to its clients. The Company and the Stone 
Mountain Group Shareholders agree, however, that the Acquiror may, 
at any time and completely at its discretion and without affecting 
the liability of the Company and the Stone Mountain Group 
Shareholders pursuant to this Article VIII, terminate any 
contractual or other relationship with any one or more of the 
Existing Clients.

                         ARTICLE IX

ADDITIONAL AGREEMENTS;

SECTION 9.01 [Intentionally Omitted].;

SECTION 9.02  Appropriate Action; Consents; Filings;.  (a) The 
Company and Acquiror shall use commercially reasonable best 
efforts to (i) take, or cause to be taken, all appropriate action, 
and do, or cause to be done, all things necessary, proper or 
advisable under applicable Law or otherwise to consummate and make 
effective the transactions contemplated by this Agreement as 
promptly as practicable, (ii) obtain from any Governmental 
Entities any consents, licenses, permits, waivers, approvals, 
authorizations or orders required to be obtained or made by 
Acquiror or the Company or any of their respective Subsidiaries in 
connection with the authorization, execution and delivery of this 
Agreement and the consummation of the transactions contemplated in 
this Agreement, and (iii) make all necessary notifications and 
filings, and thereafter make any other required submissions, with 
respect to this Agreement, required under (A) the Securities Act 
and the Exchange Act, and any other applicable federal securities 
Laws or state securities or blue sky laws ("Blue Sky Laws"); and 
(B) any other applicable Law; provided that, Acquiror and the 
Company shall cooperate with each other in connection with all 
such filings, including providing copies of all such documents to 
the non-filing party and its advisors prior to filing and, if 
requested, to accept all reasonable additions, deletions or 
changes suggested in connection therewith.  The Company and 
Acquiror shall furnish to each other all information required for 

                                                                Page 33 of 47
any application or other filing to be made pursuant to the rules 
and regulations of any applicable Law in connection with the 
transactions contemplated by this Agreement.

     (b)     (i)     The Company and Acquiror shall give (or shall 
cause their respective Subsidiaries to give) any notices to third 
parties, and use, and cause their respective Subsidiaries to use, 
all commercially reasonable best efforts to obtain any third party 
consents, (A) necessary, proper or advisable to consummate the 
transactions contemplated in this Agreement, including but not 
limited to the assignment and transfer to Acquiror of the Subject 
Assets (including the assignment of any bank accounts), Contracts 
and Leases, (B) disclosed or required to be disclosed in the 
Company Disclosure Schedule or the Acquiror Disclosure Schedule, 
as the case may be, or (C) required to prevent a Company Material 
Adverse Effect or an Acquiror Material Adverse Effect from 
occurring prior to or after the Closing.

       (ii)     If either party fails to obtain any third party 
consent described in subsection (b)(i) above, such party shall use 
all commercially reasonable best efforts, and shall take any such 
actions reasonably requested by the other party, to minimize any 
adverse effect upon the Company and Acquiror, their respective 
Subsidiaries, and their respective businesses resulting, or which 
could reasonably be expected to result after the Closing, from the 
failure to obtain such consent.

       (iii)     After Closing, the Company will execute and 
deliver such instruments and documents as the Acquiror reasonably 
may request in order to (a) perfect the sale, conveyance, transfer 
and assignment to the Acquiror of the Subject Assets, (b) assist 
the Acquiror in the transition of the operations of the Business, 
including, without limitation, providing copies of any relevant 
financial, accounting, legal, tax and other information relating 
to the Subject Assets and the Business and the Company's 
activities associated therewith, or (c) carry out the purposes and 
intent of this Agreement or under any bills of sale, assignments 
or assumption agreements which are executed and delivered in 
connection with this Agreement.  After Closing, (i) Acquiror shall 
promptly transfer and deliver to Company any cash, checks 
(properly endorsed) or other property, including mail, which 
Acquiror may receive and which may belong to Company and (ii) 
Company shall promptly transfer and deliver to Acquiror any cash, 
checks (properly endorsed) or other property, including mail, 
which Company may receive and which may belong to Acquiror.

     (c)     From the date of this Agreement until the Closing, 
the Company shall promptly notify Acquiror in writing of any 
pending or, to the knowledge of the Company, threatened action, 
proceeding or investigation by any Governmental Entity or any 
other person (i) challenging or seeking material damages in 
connection with this Agreement and the transactions and agreements 
contemplated herein or (ii) seeking to restrain or prohibit the 
consummation of this Agreement and the transactions and agreements 
contemplated herein or otherwise limit the right of Acquiror or, 

                                                                Page 34 of 47
to the knowledge of the Company, its Subsidiaries, to own or 
operate all or any portion of the Business or Subject Assets.

     (d)     From the date of this Agreement until the Closing, 
the Acquiror shall promptly notify the Company in writing of any 
pending or, to the knowledge of Acquiror, threatened action, 
proceeding or investigation by any Governmental Entity or any 
other person (i) challenging or seeking material damages in 
connection with this Agreement and the transactions and agreements 
contemplated herein or (ii)_seeking to restrain or prohibit the 
consummation of this Agreement and the transactions and agreements 
contemplated herein or otherwise limit the right of the Acquiror 
or its Subsidiaries to own or operate all or any portion of the 
Business or Subject Assets.

SECTION 9.03  Update Disclosure; Breaches;.  From and after 
the date of this Agreement until the Closing, each party shall 
promptly notify the other party hereto by written update to its 
Disclosure Schedule of (i) the occurrence or non-occurrence of any 
event the occurrence or non-occurrence of which would be likely to 
cause any condition to the obligations of any party to effect the 
transactions contemplated by this Agreement not to be satisfied, 
or (ii) the  failure of the Company or Acquiror, to comply with or 
satisfy any covenant, condition or agreement to be complied with 
or satisfied by it pursuant to this Agreement which would be 
likely to result in any condition to the obligations of any party 
to effect the transactions contemplated by this Agreement not to 
be satisfied.

SECTION 9.04  Affiliates;.  Schedule 9.04 of the Company 
Disclosure Schedule lists all persons who, as of the date of this 
Agreement, (i) are officers or directors of the Company and (ii) 
all other persons who, as of the date of this Agreement 
beneficially own shares of Company Common Stock.

SECTION 9.05  Public Announcements;.  Acquiror, the Company 
and the Stone Mountain Group Shareholders shall consult in good 
faith with each other before issuing any press release or 
otherwise making any public statements with respect to this 
Agreement and the transactions and agreements contemplated herein 
and neither the Company nor any Stone Mountain Group Shareholder 
shall issue any such press release or make any such public 
statement without the prior written approval of the Acquiror.

SECTION 9.06  Survival of Representations and 
Indemnification;.

     (a)     Survival of Representations and Warranties.  All of 
the representations and warranties of the Parties contained in 
this Agreement shall survive the Closing hereunder (even if the 
damaged party knew or had reason to know of any misrepresentation 
or breach of warranty at the time of Closing) and continue in full 
force and effect thereafter (subject to any applicable statutes of 
limitations).

                                                                Page 35 of 47
(b)     Indemnification.  In the event any of the Company or 
the Stone Mountain Group Shareholders breaches (or in the event 
any third party alleges facts that, if true, would mean any of the 
Stone Mountain Group Shareholders or the Company has breached) any 
of their representations, warranties, and covenants contained 
herein during the applicable survival period, or if the Acquiror 
or any of its Subsidiaries becomes subject to any Excluded 
Liabilities (or any action or claim in respect thereto), then each 
of the Stone Mountain Group Shareholders agrees to indemnify 
Acquiror from and against the entirety of any Adverse Consequences 
Acquiror or any of its Subsidiaries may suffer through and after 
the date of the claim for indemnification resulting from, arising 
out of, relating to, in the nature of, or caused by the breach (or 
the alleged breach); provided, however that Acquiror shall not 
bring any claim for indemnification pursuant to this paragraph (b) 
unless and until the alleged amount of damages to the Acquiror 
and/or its Subsidiaries, together with any increase in liabilities 
referred to in Section 8(a)(ii), in the aggregate, exceeds 
$40,000.

     (c)     Matters Involving Third Parties.

       (i)  If any third party shall notify the Acquiror (the 
"Indemnified Party") with respect to any matter (a "Third Party 
Claim") which may give rise to a claim for indemnification against 
either the Company or any Stone Mountain Group Shareholder 
(collectively, the "Indemnifying Party") under this Section 9.06, 
then the Indemnified Party shall promptly notify each Indemnifying 
Party thereof in writing; provided, however, that no delay on the 
part of the Indemnified Party in notifying any Indemnifying party 
shall relieve the Indemnifying Party from any obligation hereunder 
unless (and then solely to the extent) the Indemnifying Party 
thereby is prejudiced.

       (ii)  Any Indemnifying Party will have the right to 
defend the Indemnified party against the Third Party Claim with 
counsel of its choice satisfactory to the Indemnified party so 
long as (A) the Indemnifying Party notifies the Indemnified party 
in writing within 15 days after the Indemnified Party has given 
notice of the Third Party Claim that the Indemnifying Party will 
indemnify the Indemnified party from and against the entirety of 
any Adverse Consequences the Indemnified Party may suffer 
resulting from, arising out of, relating to, in the nature of, or 
caused by the Third Party Claim, (B) the Indemnifying Party 
provides the Indemnified Party with evidence acceptable to the 
Indemnified Party that the Indemnifying Party will have the 
financial resources to defend against the Third Party Claim and 
fulfill its indemnification obligations hereunder, (C) the Third 
Party Claim involves only money damages and does not seek an 
injunction or other equitable relief, (D) settlement of, or an 
adverse judgment with respect to, the Third Party Claim is not, in 
the good faith judgment of the Indemnified Party, likely to 
establish a precedencial custom or practice adverse to the 
continuing business interests of the Indemnified Party, and (E) 
the Indemnifying Party conducts the defense of the Third Party 

                                                                Page 36 of 47
Claim actively and diligently.

       (iii)  So long as the Indemnifying Party is conducting 
the defense of the Third Party Claim in accordance with Section 
9.06(c)(ii) above, (A) the Indemnified Party may retain separate 
co-counsel at its sole cost and expense and participate in the 
defense of the Third Party Claim, (B) the Indemnified Party will 
not consent to the entry of any judgment or enter into any 
settlement with respect to the Third Party Claim without the prior 
written consent of the Indemnifying Party (not to be withheld 
unreasonably), and (C) the Indemnifying Party will not consent to 
the entry of any judgment or enter into any settlement with 
respect to the Third Party Claim without the prior written consent 
of the Indemnified party (not to be withheld unreasonably).

       (iv)  In the event any of the conditions in Section 
9.06(c)(ii) above is or becomes unsatisfied, however, (A) the 
Indemnified Party may defend against, and consent to the entry of 
any judgment or enter into any settlement with respect to, the 
Third Party Claim in any manner it may deem appropriate (and the 
Indemnified Party need not consult with, or obtain any consent 
from, any Indemnifying Party in connection therewith), (B) the 
Indemnifying Parties will reimburse the Indemnified Party promptly 
and periodically for the costs of defending against the Third 
Party Claim (including reasonable attorneys' fees and expenses), 
and (C) the Indemnifying Parties will remain responsible for any 
Adverse Consequences the Indemnified Party may suffer resulting 
from, arising out of, relating to, in the nature of, or caused by 
the Third Party Claim to the fullest extent provided in this 
Section 9.06.

     (d)     Notice.   In the event any Party breaches (or in the 
event any third party alleges facts that, if true, would mean any 
of the Parties has breached) any of his or its covenants or any of 
his or its representations and warranties in this Agreement or in 
the event that any third party shall notify any Indemnified Party 
with respect to a Third Party Claim which may give rise to a claim 
for indemnification against the Indemnifying Party, then the 
(alleged) breaching Party or Indemnifying Party, as the case may 
be, shall provide written notice to the other Parties of the 
occurrence and nature of the relevant event.

     (e)     Escrow Agreement.     The Company and the Stone 
Mountain Group Shareholders agree that while funds are being held 
by the Escrow Agent pursuant to the Escrow Agreement referred to 
in Article VIII, funds held by the Escrow Agent will also serve as 
security (but not as a limit) for any liability they may have to 
Acquiror pursuant to this Section 9.06. 

     (f)     Other Indemnification Provisions.   The foregoing 
indemnification provisions are in addition to, and not in 
derogation of, any statutory, equitable, or common law remedy any 
Party may have for breach of representation, warranty, or covenant 
in this Agreement, and in addition to the rights of 
indemnification provided in Article VIII above.  Each of the Stone 

                                                                Page 37 of 47
Mountain Group Shareholders hereby agrees that he will not make 
any claim for indemnification against any of the Company and/or 
its Subsidiaries by reason of the fact that he was a director, 
officer, employee, or agent of any such entity or was serving at 
the request of any such entity as a partner, trustee, director, 
officer, employee, or agent of another entity (whether such claim 
is for judgments, damages, penalties, fines, costs, amounts paid 
in settlement, losses, expenses, or otherwise and whether such 
claim is pursuant to any statute, charter document, bylaw, 
agreement, or otherwise) with respect to any action, suit, 
proceeding, complaint, claim, or demand brought by Acquiror 
against such Stone Mountain Group Shareholder (whether such 
action, suit, proceeding, complaint, claim, or demand is pursuant 
to this Agreement, applicable law, or otherwise).

SECTION 9.07 Name Change.  The Company hereby agrees that, from 
and after sixty (60) days from the Closing Date, it shall change 
its corporate name to delete all references to "Stone Mountain" no 
later than sixty (60) days from the Closing Date, shall cease 
using "Stone Mountain" in any correspondence, on letterheads and 
otherwise and shall promptly provide copies to the Acquiror of 
amendments to its charter documents evidencing such changes, 
certified by the Secretary of State.

SECTION 9.08 Company's Access to Books and Records.  After the 
Closing, the Acquiror shall permit the Company to have access to 
and to copy, at the Company's sole cost and expense, the Records 
during normal  business hours for the purpose of preparing 
financial statements, preparing income tax returns, the 
prosecution and defense of litigation and for other legitimate 
purposes relating to periods prior to the Closing.  The Acquiror 
shall reasonably cooperate in all respects in furnishing or 
providing access to all records and information for legitimate 
purposes relating to the business of the Company conducted prior 
to the Closing, provided that such furnishing or access shall be 
done during normal business hours and so as not to cause undue 
disruption to the business of the Acquiror and shall be at the 
sole expense of the Company.

SECTION 9.09 Payment for 1994 Audit of Company Financial 
Statements.     The cost of the audit on the 1994 financial 
statements being performed by Brooks Holmes Williams & Cook LLC, 
will be shared equally by the Acquiror, on the one hand, and the 
Company and The Stone Mountain Group Shareholders on the other 
hand.  The Company and The Stone Mountain Group Shareholders agree 
that their portion of the cost for the 1994 audit will be paid 
solely out of the Purchase Price, and that they shall not use 
other Company assets to do so, other than amounts already paid as 
of the date of this Agreement in the ordinary course of business.

SECTION 9.10 Post June 30, 1996 Waterford Accruals.  The parties 
agree that any liabilities related to Waterford accrued after June 
30, 1996 and prior to Closing may be paid by the Company prior to 
Closing, but the amount of these payments that are attributable to 
the Waterford C Fund collateral (as identified on the Waterford 

                                                                Page 38 of 47
premium statements) shall be reduced from the Purchase Price and 
the cash to be delivered by the Acquiror at Closing pursuant to 
Section 2.01(b)(iii).  For payments owed by the Company to 
Waterford after Closing, the Acquiror shall reimburse the Company 
an amount equal to the premium attributable to the Waterford A 
Fund  (as identified on the Waterford premium statements) in 
respect of worker's compensation insurance coverage commencing on 
the first day of the month of Closing and ending on the date of 
Closing.

SECTION 9.11 Certain Ongoing Obligations.  After the Closing, the 
Company agrees that it will, and the Stone Mountain Group 
Shareholders agree that they will cause the Company to, timely pay 
all legitimate claims relating to the business of the Company 
prior to the Closing.  After the Closing, the Company shall cause 
Klais & Company, Inc. to provide the Acquiror with monthly 
accounting reports related to the Former Health Plan, including 
reports of Klais & Company, Inc. which list all paid and 
outstanding claims thereunder.

                         ARTICLE X

CLOSING CONDITIONS;

SECTION 10.01  Conditions to Obligations of Each Party Under 
This Agreement;.

     (a)     Subject to waiver as set forth in Section 12.03, the 
respective obligations of each party to effect the Closing and  
consummate the other transactions contemplated by this Agreement 
shall be subject to the satisfaction at or prior to the Closing of 
the following conditions:

       (i)     This Agreement shall have been adopted by the 
requisite vote of the stockholders of the Company;

       (ii)     There shall not have been instituted and there 
shall not be pending any action or proceeding by a Governmental 
Entity, and no such action or proceeding shall have been 
threatened by a Governmental Entity, with authority to institute 
such an action or proceeding before any court of competent 
jurisdiction or governmental agency or regulatory or 
administrative body, and no order or decree shall have been 
entered in any action or proceeding before such court, agency or 
body, (a) imposing or seeking to impose limitations on the ability 
of Acquiror to acquire or hold or to exercise full rights of 
ownership of the Business, the Subject Assets, the Contracts or 
the Leases; (b) imposing or seeking to impose limitations on the 
ability of Acquiror to combine and operate the business and assets 
of the Company with any of Acquiror's Subsidiaries or other 
operations; (c) imposing or seeking to impose other sanctions, 
damages or liabilities arising out of this Agreement on the 
Acquiror or any of its Subsidiaries or the Company or any of their 
officers or directors; (d) requiring or seeking to require 
divestiture by the Acquiror of all or any material portion of the 

                                                                Page 39 of 47
Business, Subject Assets, Leases or Contracts; or (e)_restraining, 
enjoining or prohibiting or seeking to restrain, enjoin or 
prohibit the consummation of the transactions and agreements 
contemplated by this Agreement, in each case, with respect to 
claims (a) through (d) above, which would or is reasonably likely 
to result in a Company Material Adverse Effect at or prior to the 
Closing or an Acquiror Material Adverse Effect at, prior to or 
after the Closing or, with respect to clauses (a) through (e) 
above, to subject any of their respective officers or directors to 
substantial penalties or criminal liability, provided that (A) 
prior to invoking this condition, the party seeking to invoke it 
shall have used its reasonable efforts to have any such action or 
proceeding dismissed or such order or decree vacated, and (B) this 
condition may not be invoked with respect to threatened 
proceedings with respect to which no action or proceeding is 
commenced within ten days of receipt of the written notice of such 
threatened proceeding;

       (iii)     All consents, waivers, approvals and 
authorizations required to be obtained, and all filings or notices 
required to be made, by Acquiror and or any Subsidiary and the 
Company prior to consummation of the transactions contemplated in 
this Agreement shall have been obtained from and made with all 
required Governmental Entities, except for such consents, waivers, 
approvals or authorizations which the failure to obtain, or such 
filings or notices which the failure to make, would not have a 
Company Material Adverse Effect prior to or after the Closing or 
an Acquiror Material Adverse Effect after the Closing or be 
reasonably likely to subject the Company, Acquiror, or any of 
their respective Subsidiaries or any of their respective officers 
or directors to substantial penalties or criminal liability;

     (b)     Subject to waiver as set forth in Section 12.04, the 
respective obligations of the Company and the Stone Mountain Group 
Shareholders to effect the transactions contemplated by this 
Agreement shall be subject to the satisfaction at or prior to the 
Closing of the following conditions:

       (i)     An Employment Agreement, substantially in the 
form of attached Exhibit 10.01(b)(i), between Vincam Human 
Resources, Inc., a wholly owned Subsidiary of Acquiror ("VHR"), 
Acquiror and James Beesley, shall have been executed by Acquiror 
and VHR;

       (ii)     An Employment Agreement, substantially in the 
form of attached Exhibit 10.01(b)(ii), between VHR, the Acquiror 
and Hal Pulfer, shall have been executed by Acquiror and VHR;

     (c)     Subject to waiver as set forth in Section 12.03, the 
respective obligation of the Acquiror to effect the transactions 
contemplated by this Agreement shall be subject to the 
satisfaction at or prior to the Closing of the following 
conditions:

       (i)     The Acquiror shall have been provided with 

                                                                Page 40 of 47
written evidence, satisfactory to it, that the proposed limited 
liability company agreement between the Company and the Sullivan 
Staffing, Inc., and all obligations, covenants and restrictions 
imposed on the Company pursuant to this proposed agreement, 
including but not limited to any conditions relating to non-
competition or exclusive dealing, have either been voided or never 
came into effect;

       (ii)     A Confidentiality Agreement, substantially in 
the form of attached Exhibit 10.01(c)(ii), shall have been entered 
into and executed by each of the following persons:

              (a)     Lester E. Frankenthal
              (b)     Charles Frankenthal
              (c)     Scott Bade
              (d)     Edward Spiegel

       (iii)     A Non-Compete and Confidentiality Agreement, 
substantially in the form of attached Exhibit 10.01(c)(iii), shall 
have been entered into and executed by each of the following 
persons:

              (a)     Betty Jane McCart
              (b)     Georgiana Britt
              (c)     Ken Sewell
              (d)     Russ Berkhan

       (iv)     An Employment Agreement, substantially in the 
form of attached Exhibit 10.01(b)(i), between the Acquiror, VHR 
and James Beesley ("Beesley"), shall have been executed by 
Beesley;

       (v)     An Employment Agreement, substantially in the 
form of attached Exhibit 10.01(b)(ii), between the Acquiror, VHR 
and Hal Pulfer ("Pulfer"), shall have been executed by Pulfer;

       (vi)     The Escrow Agreement, substantially in the form 
of attached Exhibit 8(a), shall have been executed by the Company 
and the Stone Mountain Group Shareholders;

       (vii)     The termination agreement substantially in the 
form of attached Exhibit 10.01(c)(vii) between the Company and 
Sullivan Staffing, Inc. shall have been executed by both parties;

       (viii)     The landlord of the Headquarters Lease will 
have consented to a transfer or assignment of the Headquarters 
Lease to Acquiror on substantially the same terms and conditions 
as existed between the Company and the landlord prior to the date 
of this Agreement, with the added condition that the Acquiror will 
be permitted under the terms of the lease to sub-let all or part 
of the Headquarters Lease to any third party;

       (ix)     Executed bills of sale, endorsements and 
assignments (in the forms attached as Exhibit 1.04) shall have 
been provided to Acquiror transferring to Acquiror or any person 

                                                                Page 41 of 47
designated by Acquiror within its Affiliated Group good and 
marketable title, free and clear of all Liens, to the Subject 
Assets, and that all Contracts, including but not limited to, all 
Contracts with Company clients in which the Company provides 
employees as a professional employer organization, will be 
assigned to Acquiror or any person designated by Acquiror within 
its Affiliated Group, at Closing;

       (x)     The Acquiror shall have been provided with 
written evidence, satisfactory to it, of the assignment of the 
Company's group health plan and group dental plan under the Blue 
Cross and Blue Shield Association to the Acquiror, and that all 
necessary consents to effect the assignments have been given;

       (xi)     The Company will have issued to Hal W. Pulfer a 
non-interest bearing non-secured promissory note from the Company 
to Hal Pulfer in the amount of $166,500, as described in Section 
1.03 above.

SECTION 10.02  Additional Conditions to Obligations of 
Acquiror;.  Subject to waiver as set forth in Section 12.03, the 
obligation of Acquiror to effect the transactions contemplated in 
this Agreement are also subject to each of the following 
conditions:

     (a)     Each of the representations and warranties of the 
Company contained in this Agreement, shall be true and correct in 
all material respects as of the Closing, as though made on and as 
of the Closing, provided, however, that those representations and 
warranties which address matters only as of a particular date 
shall remain true and correct in all material respects as of such 
date.  Acquiror shall have received a certificate of the Company, 
executed by the Chief Executive Officer or Chief Financial Officer 
of the Company, to that effect.

     (b)     The Company shall have performed or complied in all 
material respects with all agreements and covenants required by 
this Agreement to be performed or complied with by it on or prior 
to the Closing.  Acquiror shall have received a certificate of the 
Company, executed by the Chief Executive Officer or Chief 
Financial Officer of the Company, to that effect.
     (c)     The Company shall have obtained the consent or 
approval of each person whose consent or approval shall be 
required in connection with this Agreement and the agreements and 
transactions contemplated herein under all loan or credit 
agreements, notes, mortgages, indentures, leases or other 
agreements or instruments to which it is a party, except those for 
which failure to obtain such consents and approvals would not have 
a Company Material Adverse Effect prior to or after the Closing or 
an Acquiror Material Adverse Effect after the Closing.

     (d)     There shall not have occurred any Company Material 
Adverse Effect since the date of this Agreement.

     (e)     All other certificates, opinions, instruments and 

                                                                Page 42 of 47
documents required to effect the agreements and transactions 
contemplated by this Agreement will have been received in form and 
substance satisfactory to Acquiror.

SECTION 10.03  Additional Conditions to Obligations of the 
Company and the Stone Mountain Group Shareholders;.  Subject to 
waiver as set forth in Section 12.03, the obligation of the 
Company to effect the transactions contemplated in this Agreement 

is also subject to the following conditions:

     (a)     Each of the representations and warranties of 
Acquiror contained in this Agreement shall be true and correct in 
all material respects as of the Closing, as though made on and as 
of the Closing; provided, however, that those representations and 
warranties which address matters only as of a particular date 
shall remain true and correct in all material respects as of such 
date.  The Company shall have received a certificate of Acquiror, 
executed by the Chief Executive Officer or Chief Financial Officer 
of Acquiror, to that effect.

     (b)     Acquiror shall have performed or complied in all 
material respects with all agreements and covenants required by 
this Agreement to be  performed or complied with by it on or prior 
to the Closing.  The Company shall have received a certificate of 
Acquiror, executed by the Chief Executive Officer or Chief 
Financial Officer of Acquiror, to that effect.

     (c)     There shall not have occurred any Acquiror Material 
Adverse Effect since the date of this Agreement.

                        ARTICLE XI

TERMINATION, AMENDMENT;

SECTION 11.01  Termination;.  This Agreement may be terminated 
at any time prior to the Closing, whether before or after approval 
of this Agreement by the stockholders of the Company:

     (a)     by mutual consent of Acquiror and the Company;

     (b)     (i)     by Acquiror, if there has been a breach by 
the Company of any of its covenants or agreements contained in  
this Agreement or if any of the representations and warranties of 
the Company shall have become untrue, in any such case such that 
Section 10.02(a) or Section 10.02(b) will not be satisfied, and, 
if capable of being cured, such breach or condition has not been 
cured within 30 days following receipt by the Company of written 
notice of such breach; or

       (ii)     by the Company, if there has been a breach by 
Acquiror of any of its covenants or agreements contained in this 
Agreement or if any of the representations and warranties of 
Acquiror shall have become untrue, in any such case such that 

                                                                Page 43 of 47
Section 10.03(a) or Section 10.03(b) will not be satisfied, and, 
if capable of being cured, such breach or condition has not been 
cured within 30 days following receipt by Acquiror of written 
notice of such breach;

     (c)     by either Acquiror or the Company if any decree, 
permanent injunction, judgment, order or other action by any court 
of competent jurisdiction or any Governmental Entity preventing or 
prohibiting consummation of the agreements and transactions 
contemplated by this Agreement shall have become final and 
nonappealable;

     (d)     by either Acquiror or the Company if the Closing 
shall not have been consummated before September 30, 1996; 
provided, however, that this Agreement may be extended not more 
than 60 days thereafter by either party by written notice to the 
other party if the Closing shall not have been consummated as a 
direct result of such other party's having failed (x) to receive 
all regulatory approvals or consents required to be obtained by 
that party with respect to the Closing or (y) to resolve all 
actions or proceedings of a type described in Section 10.01(a)(ii) 
or the last sentence of Section 4.09(a); and

     (e)     by either Acquiror or the Company if the Agreement 
shall fail to receive the requisite vote for adoption by the 
stockholders of the Company at the Stockholders' Meeting.

SECTION 11.02  Effect of Termination;.  In the event of the 
termination of this Agreement pursuant to Section 11.01, this 
Agreement shall forthwith become void, and there shall be no 
liability under this Agreement on the part of Acquiror, any of 
Acquiror's Subsidiaries, or the Company or any of their respective 
stockholders, officers or directors and all rights and obligations 
of each party hereto shall cease.

SECTION 11.03  Fees and Expenses;.  (a) Except as provided in 
Section 11.02, all Expenses incurred by the parties shall be borne 
solely and entirely by the party which has incurred the same.

     (b)     "Expenses" as used in this Agreement shall include 
all reasonable out-of-pocket expenses (including without 
limitation, all fees and expenses of counsel, accountants, 
investment bankers, experts and consultants to a party and its 
affiliates) incurred by a party or on its behalf in connection 
with or related to the authorization, preparation, negotiation, 
execution and performance of this Agreement, the solicitation of 
stockholder approvals and all other matters related to the closing 
of the transactions contemplated by this Agreement.

                                                                Page 44 of 47
ARTICLE XII

GENERAL PROVISIONS;

SECTION 12.01  Notices;.  All notices and other communications 
given or made pursuant to this Agreement shall be in writing and 
shall be deemed to have been duly given or made as of the date 
delivered, mailed or transmitted, and shall be effective upon 
receipt, if delivered personally, mailed by registered or 
certified mail (postage prepaid, return receipt requested) to the 
parties at the following addresses (or at such other address for a 
party as shall be specified by like changes of address) or sent by 
electronic transmission to the telecopier number specified below:

     If to Acquiror:

                              The Vincam Group, Inc.
                              2850 Douglas Road
                              Coral Gables, FL  33134
                              Telecopier No.:  (305) 460-2396 or 2399
                              Attn: Mr. Carlos A. Saladrigas

     With a copy to:          Steel Hector & Davis
                              200 South Biscayne Boulevard, 40th Floor
                              Miami, Florida 33131-2398
                              Telecopier No.: (305) 577-7001
                              Attn:  Ira N. Rosner, P.A.

     If to the Company        2924 Overwood Lane
     or any of the Stone      Snellville, GA  30278 
     Mountain Group           Telecopier No.: 770-979-9153
     Shareholders (other      Attn: Mr. James Beesley
     than Hal W. Pulfer):          
                         
     With a copy to:          Stephen Klorfein, Esquire
                              Freed, Lester & Klorfein, P.C.
                              14 N. Parkway Square
                              4200 Northside Parkway, NW
                              Atlanta, GA  30327-3054
                              Telecopier No.:  (404)-233-1943

     If to Hal W. Pulfer:     224 Wiley Bottom Road
                              Savannah, GA 31411
                              Telecopier No.: 912-598-7471
                              Attn:  Hal W. Pulfer

     With a copy to:          Stephen Klorfein, Esquire
                              Freed, Lester & Klorfein, P.C.
                              14 N. Parkway Square
                              4200 Northside Parkway, NW
                              Atlanta, GA  30327-3054
                              Telecopier No.:  (404)-233-1943

SECTION 12.02  Amendment;.  Subject to the Florida Act and the 
Georgia Code, this Agreement may be amended by the parties by 

                                                                Page 45 of 47
action taken by or on behalf of their respective Boards of 
Directors at any time prior to the Closing.  This Agreement may 
not be amended except by an instrument in writing signed by the 
parties.

SECTION 12.03  Waiver;.  At any time prior to the Closing, any 
party may (a) extend the time for the performance of any of the 
obligations or other acts of the other parties to be performed for 
the benefit of the waiving party, (b) waive any inaccuracies in 
the representations and warranties of the other parties contained 
in this Agreement or in any document delivered pursuant to this 
Agreement and (c) waive compliance by the other parties with any 
of the agreements or conditions compliance with which is for the 
benefit of the waiving party contained in this Agreement (to the 
extent permitted by law). Any such extension or waiver shall be 
valid if set forth in an instrument in writing signed by the party 
or parties to be bound thereby.

SECTION 12.04  Headings;.  The headings contained in this 
Agreement are for reference purposes only and shall not affect in 
any way the meaning or interpretation of this Agreement.

SECTION 12.05  Severability;.  If any term or other provision 
of this Agreement is finally adjudicated by a court of competent 
jurisdiction to be invalid, illegal or incapable of being enforced 
by any rule of Law or public policy, all other conditions and 
provisions of this Agreement shall nevertheless remain in full 
force and effect so long as the economic or legal substance of the 
transactions contemplated hereby is not affected in any manner 
materially adverse to any party.  Upon such determination that any 
term or other provision is invalid, illegal or incapable of being 
enforced, the parties shall negotiate in good faith to modify this 
Agreement so as to effect the original intent of the parties as 
closely as possible in an acceptable manner to the end that 
transactions contemplated hereby are fulfilled to the extent 
possible.

SECTION 12.06  Entire Agreement;.  This Agreement (together 
with the Exhibits, the Company and Acquiror Disclosure Schedules, 
the Confidentiality Agreement, and the other documents delivered 
pursuant hereto), constitutes the entire agreement of the parties 
and supersedes all prior agreements and undertakings, both written 
and oral, between the parties, or any of them, with respect to the 
subject matter hereof.

SECTION 12.07  Assignment;.  This Agreement shall not be 
assigned without the written consent of the other parties hereto.

SECTION 12.08  Parties in Interest;.  This Agreement shall be 
binding upon and inure solely to the benefit of each party, and 
nothing in this Agreement, express or implied, is intended to or 
shall confer upon any other person any right, benefit or remedy of 
any nature whatsoever under or by reason of this Agreement.

SECTION 12.09  Governing Law;.  This Agreement shall be 

                                                                Page 46 of 47
governed by, and construed in accordance with, the Laws of the 
State of Florida, regardless of the Laws that might otherwise 
govern under applicable principles of conflicts of law.

SECTION 12.10  Counterparts;.  This Agreement may be executed 
in one or more counterparts, and by the different parties hereto 
in separate counterparts, each of which when executed shall be 
deemed to be an original but all of which taken together shall 
constitute one and the same agreement.

SECTION 12.11 Shareholder Approval.  This Agreement constitutes 
the unanimous written consent pursuant to Section 14-2-1202 of the 
Georgia Code of the Stone Mountain Group Shareholders to the sale 
of assets and other transactions described herein which written 

consent is given in accordance with Section 14-2-704 of the 
Georgia Code.  The Stone Mountain Group Shareholders acknowledge 
that they have received all materials required to be provided to 
the Stone Mountain Group Shareholders pursuant to Section 14-2-
704.

     IN WITNESS WHEREOF, Acquiror, the Company and each of the 
Stone Mountain Group Shareholders have caused this Agreement to be 
executed as of the date first written above individually or by 
their respective officers duly authorized.

THE VINCAM GROUP, INC.

By: /s/ Carlos A. Saladrigas
     Its: President

THE STONE MOUNTAIN GROUP, INC.

By: /s/ James Beesley
     Its: President

    /s/ Hal W. Pulfer                   /s/ Scott Bade
     Hal W. Pulfer                       Scott Bade

    /s/ James Beesley                   /s/ Edward Spiegel   
     James Beesley                       Edward Spiegel

    /s/ Lester E. Frankenthal           /s/ Charles Frankenthal
     Lester E. Frankenthal               Charles Frankenthal

                                                                Page 47 of 47