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)            December 10, 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)             File Number)       Identification No.)



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



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 4
<PAGE>


Item 5.  Other Events


On December 24, 1996, The Vincam Group, Inc. entered into a definitive 
merger agreement with Staff Administrators, Inc. ("SAI"), a privately-held 
professional employer organization ("PEO") headquartered in Denver, Colorado 
with approximately 220 clients and 3,600 worksite employees

Vincam will issue 520,000 shares of its common stock in exchange for all of 
the equity in SAI and its subsidiaries. The transaction will be accounted for 
as a pooling of interests and is expected to close in January 1997.

As a PEO, SAI 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.

For the eleven months ended November 30, 1996, SAI had revenues of 
approximately $70 million and expects to have an operating loss for the year 
ending December 31, 1996.

On December 10, 1996, The Vincam Group, Inc. announced that it has entered into 
an agreement with Reliance National Insurance Company to provide workers' 
compensation insurance coverage. The agreement will provide the Company with 
a three-year guaranteed cost program and commutation provision which allows
the Company the opportunity to buy back its losses, for each year, at any
time in the future. Additionaly, the agreement will include a full risk
transfer of the company's losses and exposure through Commercial Risk
Re-Insurance Company and Reliance under its existing large deductible
workers' compensation insurance policies for the years 1994, 1995 and 1996.

On December 31, 1996, The Vincam Group, Inc. signed an Agreement and Amendment 
No. 1 to Amended and Restated Credit Agreement with Fleet National Bank (the 
"Amendment"). Among other things the Amendment terminates the Company's cash 
collateral pledge of approximately $4.0 million, extends the maturity date of 
the revolving line of credit from June 5, 1997 to December 31, 1997, and 
increases the borrowing capacity for working capital under the $13.0 million
revolving line of credit from $1.0 million to $2.0 million.

Certain statements in this Form 8-K constitute "forward-looking statements" 
within the meaning of the Private Securities Litigation Reform Act of 1995. 
For this purpose, any statements contained herein that are not statements of 
historical facts may be deemed to be forward-looking statements. Without 
limiting the foregoing, the words "believes," "anticipates," "plans," 
"expects," "intends" and similar expressions are intended to identify 
forward-looking statements. Such forward-looking statements involve known and 
unknown risks, uncertainties and other factors, which may cause the actual 
results, performance or achievements of the Company to be materially different 
from any future results, performance or achievements expressed or implied by 
such forward-looking statements. Such known and unknown risks, uncertainties 
and other factors include, among others, the following: (i) potential for 
unfavorable interpretation of government regulations relating to labor, taxes,
insurance, employment matters and the provision of managed care services; 
(ii) the Company's ability to obtain or maintain all required licenses or 
certifications required to further expand the range of specialized managed 


                                                                Page 2  of 4
<PAGE>


care services offered by the Company; (iii) potential increases in the 
Company's costs, such as health care costs, that the Company may not be able 
to reflect immediately in its service fees; (iv) the Company's ability to 
offer its services to prospective clients in additional states where
it has less or no market penetration; (v) higher than expected workers'
compensation claims under the Company's large deductible workers' compensation
insurance policies; (vi) the level of acquisition opportunities available 
to the Company; (vii) the financial condition of the Company's clients; 
(viii) additional regulatory requirements affecting the Company; (ix) the 
impact of competition from existing and new PEO companies; and (x) other factors
which are described in further detail in the Company's filings with the 
Securities and Exchange Commission.

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

  (c) Exhibits

 Exhibit
   No.
--------

    2    Agreement and Plan of Merger by and Among The Vincam Group, Inc.,
          Staff Administrators, Inc. and Michael C. Koltak and Robert J. 
          Quinette, dated as of December 24, 1996, including the form of 
          Registration Agreement, Escrow Agreement, and Agreement and Plan 
          of Merger with respect to Staff Administrators of Western
          Colorado, Inc. which are exhibits thereto.* 

   10   Agreement and Amendement No.1 to Amended and Restated Credit
         Agreement,dated as of December 31, 1996, by and among The Vincam 
         Group, Inc., its subsidiaries and Fleet National Bank.

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

*  Not all exhibits to Exhibit 2 have not been filed with the Securities and 
   Exchange Commission (the "Commission"). The registrant agrees to provide 
   those exhibits supplementally upon the request of the Commission.




















                                                                Page 3  of 4
<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:  January 3, 1997                          By /s/ STEPHEN L. WAECHTER
                                                 -----------------------------
                                                 Stephen L. Waechter
                                                 Chief Financial Officer







































                                                                Page 4  of 4
<PAGE>


                                 THE VINCAM GROUP, INC.

                                   INDEX TO ITEM 7(c)

                                        EXHIBITS




 Exhibit
   No.                  
--------

    2    Agreement and Plan of Merger by and Among The Vincam Group, Inc.,
          Staff Administrators, Inc. and Michael C. Koltak and Robert J. 
          Quinette, dated as of December 24, 1996, including the form of 
          Registration Agreement, Escrow Agreement, and Agreement and Plan 
          of Merger with respect to Staff Administrators, Inc. of Western
          Colorado, Inc. which are exhibits thereto.

   10   Agreement and Amendement No.1 to Amended and Restated Credit
         Agreement,dated as of December 31, 1996, by and among The Vincam 
         Group, Inc., its subsidiaries and Fleet National Bank.



































<PAGE>                                                            Exhibit 2
















                   Agreement and Plan of Merger

                          by and Among

                      The Vincam Group, Inc.,

                    Staff Administrators, Inc.

                                and

              Michael C. Koltak and Robert J. Quinette


                         December 24, 1996






























<PAGE> 


THE PAGINATION REFERENCE IN THE FOLLOWING TABLE OF CONTENTS MAKE
REFERENCE TO THE ORIGINAL DOCUMENT.

TABLE OF CONTENTS

     ARTICLE I
     THE MERGER                                       1
     SECTION 1.01  The Merger                         1
     SECTION 1.02  Effective Time                     2
     SECTION 1.03  Effect of the Merger               2
     SECTION 1.04  Articles of Incorporation; By-Laws 2
     SECTION 1.05  Directors and Officers             2
     SECTION 1.06  Taking Necessary Action; Further 
          Action                                      2
     SECTION 1.07  The Closing                        2

     ARTICLE II
     EFFECT ON CAPITAL STOCK; EXCHANGE OF 
          CERTIFICATES                                3 
     SECTION 2.01 Effect on Capital Stock             3
     SECTION 2.02  Delivery of Per Share Merger 
          Consideration                               4
     SECTION 2.03 Registration Rights                 6
     SECTION 2.04 Accounting Treatment                6
     SECTION 2.05 Tax Treatment                       6

     ARTICLE III
     DEFINITIONS                                      7

     ARTICLE IV
     REPRESENTATIONS AND WARRANTIES OF THE COMPANY 
          AND THE SHAREHOLDERS                        8
     SECTION 4.01  Organization and Qualification; 
          No Subsidiaries                             8
     SECTION 4.02  Articles of Incorporation; By-Laws 9
     SECTION 4.03  Capitalization                     9
     SECTION 4.04  Authority; Enforceability          10
     SECTION 4.05  Noncontravention; Required 
          Filings and Consents                        10
     SECTION 4.06  Permits; Compliance                11
     SECTION 4.07  Reports; Financial Statements      12
     SECTION 4.08  Absence of Certain Changes or 
          Events                                      14
     SECTION 4.09  Absence of Litigation              15
     SECTION 4.10  Contracts; No Default              16
     SECTION 4.11  Employee Benefit Plans; Labor 
          Matters                                     18
     SECTION 4.12 Taxes                               20
     SECTION 4.13 Intellectual Property Rights        22
     SECTION 4.14  Insurance                          23
     SECTION 4.15  Brokers                            23
     SECTION 4.16  Title to Properties                23
     SECTION 4.17 Notes and Accounts Receivable       25
     SECTION 4.18 Tax Payment and Direct Deposit 
          Service                                     25
     SECTION 4.19 Related Parties                     25
     SECTION 4.20  Disclosure                         26
                                         i
<PAGE> 


     ARTICLE V
     REPRESENTATIONS AND WARRANTIES OF THE 
          SHAREHOLDERS                                26
     SECTION 5.01 Authority; Enforceability           26
     SECTION 5.02   Noncontravention                  26
     SECTION 5.03 Investment                          27
     SECTION 5.04  Company Shares                     27
     SECTION 5.05 Share Ownership                     27
     SECTION 5.06 Disclosure                          28

     ARTICLE VI
     REPRESENTATIONS AND WARRANTIES OF ACQUIROR       28
     SECTION 6.01  Organization and Qualification     28
     SECTION 6.02  Capitalization                     28
     SECTION 6.03  Authority                          29
     SECTION 6.04  No Conflict, Required Filings 
          and Consents                                29
     SECTION 6.05  Reports; Financial Statements      30
     SECTION 6.06  Absence of Certain Changes or 
          Events                                      31
     SECTION 6.07  Brokers                            31

     ARTICLE VII
     COVENANTS RELATING TO CONDUCT OF BUSINESS        31
     SECTION 7.01  Affirmative Covenants of the 
          Company                                     31
     SECTION 7.02  Negative Covenants of the 
          Company                                     32
     SECTION 7.03  Access and Information             34

     ARTICLE VIII
     ADDITIONAL AGREEMENTS                            35
     SECTION 8.01  Appropriate Action; Consents; 
          Filings                                     35
     SECTION 8.02  Update Disclosure; Breaches        36
     SECTION 8.03  Affiliate Agreements; Tax 
          Treatment                                   37
     SECTION 8.04  Public Announcements               37
     SECTION 8.05 NMS Listing                         37
     SECTION 8.06 Survival of Representations and 
          Warranties; Indemnification                 37
     SECTION 8.07  Obligations of Acquiror Sub        39
     SECTION 8.08  Accounting Treatment               39
     SECTION 8.09  Good Faith                         39
     SECTION 8.10  Publication of Post-Merger Results 39
     SECTION 8.11  Legend                             39
     SECTION 8.12  Employee Benefit Plan              40
     SECTION 8.13 Confidentiality and Non-Competition 
          Agreement                                   40

     ARTICLE IX
     CLOSING CONDITIONS                               40
     SECTION 9.01  Conditions to Obligations of Each 
          Party Under This Agreement                  40



                                         ii
<PAGE> 


     ARTICLE X
     TERMINATION; AMENDMENT                           45
     SECTION 10.01 Termination                        45
     SECTION 10.02 Effect of Termination              45
     SECTION 10.03  Fees and Expenses                 46

     ARTICLE XI
     GENERAL PROVISIONS                               46
     SECTION 11.01  Notices                           46
     SECTION 11.02 Amendment                          47
     SECTION 11.03 Waiver                             48
     SECTION 11.04 Headings                           48
     SECTION 11.05 Severability                       48
     SECTION 11.06 Entire Agreement                   48
     SECTION 11.07 Assignment                         48
     SECTION 11.08 Parties in Interest                48
     SECTION 11.09 Governing Law                      49
     SECTION 11.10  Counterparts; Facsimile 
          Signatures                                  49
     SECTION 11.11 Attorneys  Fees                    49

     EXHIBITS

     Exhibit 2.02           Escrow Agreement*
     Exhibit 2.03           Registration Agreement*
     Exhibit 4.01           Company Disclosure Schedule
     Exhibit 7.01           Staff Administrators of Western
                             Colorado, Inc. Merger Agreement*
     Exhibit 8.03           Affiliate Agreement
     Exhibit 9.01(c)(v)     Non-Competition and  
                             Confidentiality Agreement
     Exhibit 9.01(c)(xvii)  Promissory Note



* Exhibit included as part of this filing.





















                                         iii
<PAGE> 


               AGREEMENT AND PLAN OF MERGER


     This Agreement and Plan of Merger, dated as of 
December 24, 1996 (this  Agreement ), is by and among 
The Vincam Group, Inc., a Florida corporation ( Acquiror 
), Staff Administrators, Inc., a Colorado corporation 
(the  Company ), Michael C. Koltak and Robert J. 
Quinette.  In this Agreement, Messrs. Koltak and 
Quinette are referred to collectively as the  
Shareholders  and individually as a  Shareholder. 

                         RECITALS:

     A.  Subject to the provisions of this Agreement and 
the satisfaction of the conditions to this Agreement, 
the Company shall be merged (the  Merger ) with a wholly 
owned subsidiary of Acquiror ( Acquiror Sub ) at the 
time provided for in Section 1.02.  Following the 
Merger, the Company shall be a wholly owned subsidiary 
of the Acquiror.  Shares of common stock, no par value, 
of the Company ( Company Common Stock ) issued and 
outstanding prior to the Merger will be converted into 
shares of common stock, $.001 par value, of the Acquiror 
( Acquiror Common Stock ) pursuant to the exchange ratio 
set forth in Article II of this Agreement.

     B.  The parties hereto desire to enter into this 
Agreement for the purpose of setting forth certain 
representations, warranties and covenants made by each 
to the other as an inducement to the execution and 
delivery of this Agreement and the conditions precedent 
to the consummation of the Merger.

     NOW, THEREFORE, in consideration of the premises 
and of the mutual provisions, agreements and covenants 
herein contained, Acquiror, Company and the Shareholders 
agree as follows:

                          ARTICLE I

                          THE MERGER

SECTION 1.01  The Merger.  Upon the terms and subject to 
the conditions set forth in this Agreement, and in 
accordance with the Colorado Business Corporation Act 
(the  Colorado Code ), at the Effective Time (as defined 
below), the Acquiror Sub shall be merged with and into 
the Company.  As a result of the Merger, the separate 
corporate existence of the Acquiror Sub shall cease and 
the Company shall continue as the surviving corporation 
of the Merger (the  Surviving Corporation ).  Acquiror 
Sub and the Company are collectively referred to in this 
Agreement as the  Constituent Corporations. 



                                                                Page 1  of 54
<PAGE> 


SECTION 1.02  Effective Time.  At the Closing (as 
defined below), the parties shall cause the Merger to be 
consummated by filing articles of merger (the  Articles 
of Merger ) with the Secretary of State of Colorado in 
such form as required by, and executed in accordance 
with, the relevant provisions of the Colorado Code (the 
effective date and time specified in such filing, which 
shall be no earlier than January 1, 1997, being the  
Effective Time ).

SECTION 1.03  Effect of the Merger.  At the Effective 
Time, the effect of the Merger shall be as provided in 
the applicable provisions of the Colorado Code.  Without 
limiting the generality of such act, and subject to its 
provisions, at the Effective Time, all the property, 
interests, assets, rights, privileges, immunities, 
powers and franchises of Acquiror Sub and the Company 
shall vest in the Surviving Corporation, and all debts, 
liabilities, duties and obligations of Acquiror Sub and 
the Company shall become the debts, liabilities, duties 
and obligations of the Surviving Corporation.

SECTION 1.04  Articles of Incorporation; By-Laws.  At 
the Effective Time, the Articles of Incorporation and 
the By-Laws of the Acquiror Sub shall be the Articles of 
Incorporation and the By-Laws of the Surviving 
Corporation.

SECTION 1.05  Directors and Officers;.  The directors of 
Acquiror Sub immediately prior to the Effective Time 
shall be the initial directors of the Surviving 
Corporation, each to hold office in accordance with the 
Articles of Incorporation and By-Laws of the Surviving 
Corporation, and the officers of Acquiror Sub 
immediately prior to the Effective Time shall be the 
initial officers of the Surviving Corporation, in each 
case until their respective successors are duly elected 
or appointed and qualified.

SECTION 1.06  Taking Necessary Action; Further Action;.  
Acquiror, Acquiror Sub and the Company, respectively, 
shall each use its best reasonable efforts to take all 
such action as may be necessary or appropriate to 
effectuate the Merger under the Colorado Code at the 
Effective Time.  If, at any time after the Effective 
Time, any further action is necessary or desirable to 
carry out the purposes of this Agreement and to vest the 
Surviving Corporation with full right, title and 
possession to all properties, interests, assets, rights, 
privileges, immunities, powers and franchises of either 
of the Constituent Corporations, the officers of the 
Surviving Corporation are fully authorized in the name 
of each Constituent Corporation or otherwise to take, 
and shall take, all such lawful and necessary action.



                                                                Page 2  of 54
<PAGE> 


SECTION 1.07  The Closing;.  The closing of the 
transactions contemplated by this Agreement (the  
Closing ) shall be held as promptly as practicable, but 
not more than two business days following the 
satisfaction of, or waiver by the party entitled to 
satisfaction of, all conditions precedent to the Merger 
specified in this Agreement, unless duly waived by the 
party entitled to satisfaction thereof.  The Closing 
will take place at the offices of Steel Hector & Davis 
LLP, 200 S. Biscayne Blvd., Suite 4000, Miami, Florida 
33131-2398, at 10:00 a.m. local Miami time on such date, 
or at such other time and place as the parties may 
agree.



                      ARTICLE II

  EFFECT ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES

SECTION 2.01 Effect on Capital Stock;.  At the Effective 
Time, by virtue of the Merger and without any further 
action on the part of Acquiror Sub, the Company or the 
holders of Company Common Stock:

     (a)     All issued and outstanding shares of 
capital stock of Acquiror Sub shall continue to be 
issued and shall be converted into 1,000 shares of 
common stock of the Surviving Corporation.  Each stock 
certificate of Acquiror Sub evidencing ownership of any 
such shares shall evidence ownership of such shares of 
capital stock of the Surviving Corporation.

     (b)     Each share of Company Common Stock, or 
fraction thereof, issued and outstanding immediately 
prior to the Effective Time (other than any shares of 
Company Common Stock to be cancelled pursuant to Section 
2.01(e)) and other than shares as to which a demand for 
dissenter s rights shall have been duly perfected in 
accordance with the Colorado Code ( Dissenting Shares ), 
shall be converted, without any action on the part of 
the holders thereof into 2,500 shares of Acquiror Common 
Stock (the  Per Share Merger Consideration ).  The 
shares of Company Common Stock issued and outstanding 
immediately prior to the Effective Time (other than any 
shares of Company Common Stock to be cancelled pursuant 
to Section 2.01(e) and any Dissenting Shares) are 
sometimes referred to herein as the  Outstanding Company 
Shares.  

     (c)     All such shares of Company Common Stock so 
converted shall no longer be outstanding and shall 
automatically be cancelled and retired and shall cease 
to exist, and each certificate previously representing 
any such shares shall thereafter represent the right to 


                                                                Page 3  of 54
<PAGE> 


receive the aggregate per share consideration into which 
such Company Common Stock was converted in the Merger.  
No fractional share of Acquiror Common Stock shall be 
issued, and, in lieu thereof, a cash payment shall be 
made pursuant to Section 2.02(d) hereof.

     (d)     No fractional shares of Acquiror Common 
Stock shall be issued, but in lieu thereof each holder 
of shares of Company Common Stock who would otherwise be 
entitled to receive a fraction of a share of Acquiror 
Common Stock (after aggregating all fractional shares of 
Acquiror Common Stock to be received by such holder) 
shall receive from Acquiror an amount of cash equal to 
the product of (i) the fraction of a share of Acquiror 
Common Stock to which such holder would otherwise be 
entitled, and (ii) the average closing price, as 
reported on the Nasdaq National Market, of a share of 
Acquiror Common Stock for the ten (10) days on which 
Acquiror Common Stock has traded immediately preceding 
the Closing (the  Market Value ).

     (e)     Each share of Company Common Stock held in 
the treasury of the Company shall be cancelled and 
extinguished without any conversion of such shares and 
no payment shall be made with respect to such shares.

SECTION 2.02  Delivery of Per Share Merger 
Consideration;.  (a) At the Closing, Acquiror shall 
deliver to Norwest Bank Colorado, N.A., in Denver, 
Colorado, acting in the capacity of escrow agent (the  
Escrow Agent ), and to the holders of the Outstanding 
Company Shares, certificates representing the shares of 
Acquiror Common Stock and the cash, in immediately 
available funds, to which the holders of Outstanding 
Company Shares shall be entitled pursuant to Section 
2.01, as further provided below.  Fifty percent (50%) of 
the fees of the Escrow Agent shall be borne by the 
Acquiror, and twenty five percent (25%) of the fees of 
the Escrow Agent shall be borne by each of the 
Shareholders.

     (b)     At the Closing, each holder of record 
(other than Acquiror or Acquiror Sub or any other 
Subsidiary of Acquiror) of a certificate or certificates 
which immediately prior to the Effective Time 
represented Outstanding Company Shares (individually a  
Certificate  and collectively the  Certificates ) shall 
deliver to the Acquiror such shareholder s Certificates.  
The holder of such Certificate(s) shall be entitled to 
receive in exchange therefor a certificate representing 
all of the shares of Acquiror Common Stock (other than 
those shares being placed in escrow as described below) 
and the cash, if any, that such holder is entitled to 
receive pursuant to Section 2.01(d).  Of the shares 
otherwise issuable to the holders of Outstanding Company 


                                                                Page 4  of 54
<PAGE> 


Shares, an aggregate number of shares equal to 10% of 
the number of shares of Acquiror Common Stock issuable 
to such holders hereunder (the  Indemnification Escrow 
Shares ) shall be deposited by the Acquiror with the 
Escrow Agent in accordance with the terms and provisions 
of an escrow agreement substantially in the form 
attached as Exhibit 2.02 (the  Escrow Agreement ).  The 
number of Indemnification Escrow Shares to be delivered 
to the Escrow Agent on behalf of each holder of 
Outstanding Company Shares shall equal the product of 
(i) the total number of Escrow Shares to be delivered to 
the Escrow Agent and (ii) a fraction, the numerator of 
which is the number of shares of Acquiror Common Stock 
into which such holder s Outstanding Company Shares are 
converted as a result of the Merger and the denominator 
of which is the total number of shares of Acquiror 
Common Stock into which all of the Outstanding Company 
Shares are converted as a result of the Merger, rounded 
up to the next whole share.  The delivery of the 
Indemnification Escrow Shares shall be made on behalf of 
the holders of the Outstanding Company Shares in 
accordance with the provisions hereof, with the same 
force and effect as if such shares had been delivered by 
Acquiror directly to such holders and subsequently 
delivered by such holders to the Escrow Agent.  The 
shares so deposited shall be evidenced by separate 
certificates in the names of each of the holders of the 
Outstanding Company Shares.  The adoption of this 
Agreement by the Shareholders shall also constitute 
their approval of the terms and provisions of the Escrow 
Agreement, including the indemnification provided for 
therein and their confirmation of the appointment of 
Norwest Bank Colorado, N.A. to act as Escrow Agent.  

     (c)     If any certificate for shares of Acquiror 
Common Stock is to be issued in a name other than that 
in which the certificate surrendered in exchange 
therefor is registered, it will be a condition of the 
issuance thereof that such transfer be in compliance 
with any applicable state and federal securities laws 
and that the certificate so surrendered will be properly 
endorsed and otherwise in proper form for transfer and 
that the person requesting such exchange will have paid 
to Acquiror or any agent designated by it any transfer 
or other taxes required by reason of the issuance of a 
certificate for shares of Acquiror Common Stock in any 
name other than that of the registered holder of the 
certificate surrendered, or established to the 
satisfaction of Acquiror or any agent designated by it 
that such tax has been paid or is not payable.

     (d)     Until surrendered as contemplated by this 
Section 2.02, each Certificate shall be deemed at any 
time after the Effective Time to represent only the 
right to receive upon surrender (i) the Per Share Merger 


                                                                Page 5  of 54
<PAGE> 


Consideration into which the shares of Company Common 
Stock previously represented by such Certificate were 
converted at the Effective Time, (ii) cash in lieu of 
any fractional shares of Acquiror Common Stock to which 
such holder is entitled pursuant to Section 2.01(d) and 
(iii) any dividends or other distributions to which such 
holder is entitled pursuant to Section 2.02(f).

     (e)      At and after the Effective Time, the 
holders of Certificates shall cease to have any rights 
as shareholders of the Company, except for the right to 
surrender Certificates to be converted pursuant to 
Section 2.01.  All shares of Acquiror Common Stock 
issued (and cash paid in lieu of fractional shares) upon 
conversion of the shares of Company Common Stock in 
accordance with the terms of this Agreement shall be 
deemed to have been issued and paid in full satisfaction 
of all rights pertaining to such shares of Company 
Common Stock.

     (f)     Holders of unsurrendered Certificates with 
respect to the shares of Acquiror Common Stock 
represented thereby shall be entitled to receive 
dividends and other distributions declared or made with 
respect to Acquiror Common Stock with a record date as 
of the close of business on or after the date on which 
the Effective Time occurs.  No such dividends or other 
distributions, however, and no cash payment in lieu of 
fractional shares payable pursuant to Section 2.01(d), 
shall be paid to the holder of any such unsurrendered 
Certificate until such holder shall surrender such 
Certificate.  Subject to the effect of escheat, tax or 
other applicable laws, following surrender of any such 
Certificate, there shall be paid to the holder of the 
certificates representing whole shares of Acquiror 
Common Stock issued in exchange therefor, without 
interest, (i) promptly, the amount of any cash payable 
with respect to a fractional share of Acquiror Common 
Stock to which such holder is entitled pursuant to 
Section 2.01(d) and the amount of dividends or other 
distributions with a record date as of the close of 
business on or after the Effective Time theretofore paid 
with respect to such whole shares of Acquiror Common 
Stock, and (ii) at the appropriate payment date, the 
amount of dividends or other distributions, with a 
record date as of the close of business on or after the 
Effective Time but prior to surrender, payable with 
respect to such whole shares of Acquiror Common Stock.

     (g)     If, between the date hereof and the 
Effective Time, the outstanding shares of Acquiror 
Common Stock shall be changed into a different number of 
shares or a different class by reason of any 
reclassification, recapitalization, split-up, exchange 
of shares or readjustment, or if a stock dividend 


                                                                Page 6  of 54
<PAGE> 


thereon shall be declared with a record date within such 
period, the number of shares of Acquiror Common Stock to 
be issued and delivered in the Merger for each 
outstanding shares of Company Common Stock as provided 
in this Agreement shall be correspondingly adjusted.  It 
is agreed and understood that the grant by the Acquiror 
of stock options pursuant to any stock option or stock 
incentive plan, or the exercise by any holder of such a 
stock option, shall not constitute an action of the type 
requiring adjustment pursuant to this Section 2.02.

SECTION 2.03 Registration Rights;.  The shares of 
Acquiror Common Stock received in the Merger shall be 
entitled to certain registration rights, as defined in 
and pursuant to the Registration Agreement attached as 
Exhibit 2.03.

SECTION 2.04 Accounting Treatment;.  The parties intend 
that the Merger shall be treated as a pooling of 
interests for accounting purposes.

SECTION 2.05 Tax Treatment;.  The Company and the 
Shareholders intend that the Merger will be a non-
taxable transaction to the holders of Company Common 
Stock under section 368(a)(2)(E) of the Internal Revenue 
Code of 1986, as amended.

                       ARTICLE III

                       DEFINITIONS 

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.

The term  Affiliate  means, with respect to a given 
person, a person who controls, is controlled by or is 
under common control with, such person.

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  means any 
change or effect that is materially adverse to the 
financial condition, results of operations, businesses, 
properties, assets or liabilities of the Company and its 
Subsidiaries, taken as a whole.  A change or effect 
shall be considered materially adverse if it has a 


                                                                Page 7  of 54
<PAGE> 


negative financial impact of at least $40,000.

The term  employee   includes, but is not limited to, 
any leased employee, co-employee, worksite employee, 
internal employee or corporate employee.

The term   Governmental Entity  means any federal, 
state, local, or foreign government or any agency 
thereof.

The term  knowledge  means the actual knowledge of a 
person, or of its current officers and directors in the 
case of a corporate person, after reasonable 
investigation.  For purposes of this definition,  
reasonable investigation  means that inquiry has been 
made of those Company persons employed or retained by 
the Company or its Subsidiaries (excluding leased 
employees of the Company) who are likely to know the 
facts of the subject matter being investigated and all 
files or documents in the possession of all such persons 
which relate to the subject matter being investigated 
have been reviewed.

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

The term  person  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  Subsidiary  (or its plural) as used in this 
Agreement with respect to the Company, Acquiror, the 
Surviving Corporation or any other person shall mean any 
corporation, partnership, joint venture or other legal 
entity of which the Company, Acquiror, the Surviving 
Corporation or such other  person, 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 THE SHAREHOLDERS

     The Company and each of the Shareholders jointly 
and severally represent and warrant to Acquiror that the 
statements contained in this Article IV are correct and 


                                                                Page 8  of 54
<PAGE> 


complete as of the date of this Agreement and will be 
correct and complete immediately prior to the Effective 
Time (as though made then and as though the Effective 
Time were substituted for the date of this Agreement 
throughout this Article IV).  In the event that, after 
the date hereof and prior to the Effective Time, any of 
the statements contained in this Article IV becomes 
incorrect or incomplete, the Company and the 
Shareholders shall provide notice to the Acquiror 
pursuant to Section 8.02.

SECTION 4.01  Organization and Qualification; No 
Subsidiaries;.  The Company and each of its Subsidiaries 
is a corporation, duly incorporated, validly existing 
and in good standing under the laws of its state of 
incorporation, and has all requisite corporate or other 
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 business conducted by it or the 
ownership or leasing of its properties makes such 
qualification necessary, except where the failure to be 
so qualified will not have, individually or in the 
aggregate with any other failure to be qualified, a 
Company Material Adverse Effect.  All of the Company s 
Subsidiaries, and their respective states of 
incorporation, are set forth in Section 4.01 of the 
disclosure schedule attached as Exhibit 4.01 (the  
Company Disclosure Schedule ).  Other than the entities 
listed in Section 4.01 of the Company Disclosure 
Schedule, the Company has never had, nor does it 
currently have, any Subsidiaries, nor has it owned, nor 
does it currently own, directly or indirectly, any 
capital stock or other equity securities of any 
corporation or have direct or indirect equity or 
ownership interest in any association, partnership, 
joint venture or other entity.  Section 4.01 of the 
Company Disclosure Schedule also lists by state, as of 
the most recent practicable date, the number of 
employees of the Company and each of its Subsidiaries in 
each state, according to the state(s) in which the 
employee is working as of such date.  Such list includes 
all employees of the Company or any of its Subsidiaries 
and includes separate lists for each of the Company and 
its Subsidiaries.

SECTION 4.02  Articles of Incorporation; By-Laws;.  The 
Company has furnished to Acquiror complete and correct 
copies of the Articles of Incorporation and By-Laws of 
the Company, Staff Administrators of California, Inc. ( 
SAI California ), Staff Administrators of Western 
Colorado, Inc. ( Western Colorado ), and Staff 
Administrators of CO., Inc. ( SAI Colorado ), as amended 
or restated, and as currently in effect.  Neither the 


                                                                Page 9  of 54
<PAGE> 


Company nor any of its Subsidiaries is 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 10,000 shares 
of Company Common Stock, of which 200 shares are issued 
and outstanding.  The Company has no other classes of 
stock.  The authorized capital stock of SAI California 
consists of 10,000 shares of common stock, no par value 
( SAI California Common Stock ), of which 10,000 shares 
are issued and outstanding.  All such issued and 
outstanding shares of SAI California Common Stock are 
owned, as of the date hereof, by the Company.  SAI 
California has no other classes of stock.  The 
authorized capital stock of SAI Colorado consists of 
1,000 shares of common stock, par value $10.00 per share 
( SAI Colorado Common Stock ), of which 1,000 shares are 
issued and outstanding.  All such issued and outstanding 
shares of SAI Colorado Common Stock are owned, as of the 
date hereof, by the Company.  SAI Colorado has no other 
classes of stock.  The authorized capital stock of 
Western Colorado consists of 50,000 shares of common 
stock, no par value ( Western Colorado Common Stock ), 
of which 50,000 shares are issued and outstanding.  
25,500 of such issued and outstanding shares of Western 
Colorado Common Stock are owned, as of the date hereof, 
by the Company, and 24,500 shares are owned by Kris 
Smith.  Western Colorado has no other classes of stock.  
At no time since January 1,1994 has the Company been 
controlled by another corporation.

     (b)     All outstanding shares of Company Common 
Stock, Western Colorado Common Stock, SAI Colorado 
Common Stock and SAI California Common Stock are duly 
authorized, validly issued, fully paid and 
non-assessable.  No outstanding shares of Company Common 
Stock, Western Colorado Common Stock, SAI Colorado 
Common Stock or SAI California Common Stock have been 
issued in violation of, or are currently subject to, any 
preemptive or similar rights, except that the parties 
acknowledge that the stock of SAI Colorado is subject to 
pre-emptive rights pursuant to its Articles of 
Incorporation.  Except as set forth in Section 4.03 of 
the Company Disclosure Schedule, there are no options, 
warrants or other rights, agreements, arrangements or 
commitments to which the Company or any of its 
Subsidiaries is a party of any character relating to the 
issued or unissued capital stock of any of the Company 
or its Subsidiaries or obligating any of them to grant, 
issue, sell or register for sale any shares of capital 
stock, by sale, lease, license or otherwise.  As of the 
date of this Agreement, there are no obligations, 
contingent or otherwise, of any of the Company or its 
Subsidiaries to provide funds to, or make any investment 


                                                                Page 10 of 54
<PAGE> 


in (in the form of a loan, capital contribution or 
otherwise), or provide any guarantee with respect to the 
obligations of, any other person (including the Company 
or any other Subsidiary).

     (c)     Since January 1, 1994, there have been no 
changes in the proportionate equity ownership of the 
Company.

SECTION 4.04  Authority; Enforceability;.  The Board of 
Directors of the Company has adopted this Agreement and 
recommended the Merger for the approval of the 
Shareholders pursuant to Sections 7-111-101 and 7-111-
103 of the Colorado Code.  The Shareholders have 
unanimously adopted and approved the Agreement and the 
Merger contemplated hereby.  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 and shareholder action and no 
other corporate or shareholder proceedings on the part 
of the Company, other than the filing of the Articles of 
Merger, 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 equitable 
principles.

SECTION 4.05  Noncontravention; 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 or 
any of its Subsidiaries; (ii) subject to giving the 
notices and obtaining the consents, approvals, 
authorizations or permits described in Section 4.05 of 
the Company Disclosure Schedule and the filing of the 
Articles of Merger, conflict with or violate any Laws 
applicable to the Company or its Subsidiaries or by 
which any of the Company or its Subsidiaries or their 
respective properties are 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, 


                                                                Page 11 of 54
<PAGE> 


or result in the creation of a lien or encumbrance on 
any of the properties or assets of the Company or its 
Subsidiaries pursuant to, any note, bond, mortgage, 
indenture, contract, agreement, lease, license, permit, 
franchise or other instrument or obligation to which the 
Company or any of its Subsidiaries is a party or by 
which the Company or any of its Subsidiaries or any of 
their respective properties are bound or affected, 
except for any such conflicts or violations described in 
clause (ii) that would not have, individually or in the 
aggregate, a Company Material Adverse Effect, and any 
such breaches or defaults described in clause (iii) that 
would not, individually or in the aggregate, have a 
Company Material Adverse Effect.

SECTION 4.06  Permits; Compliance;.  The Company and its 
Subsidiaries are in possession of all material 
franchises, grants, authorizations, licenses, permits, 
easements, variances, exemptions, consents, 
certificates, approvals and orders necessary for the 
Company and its Subsidiaries to own, lease and operate 
their properties or to carry on their businesses 
substantially as they are now being conducted (the  
Company Permits ) except where failure to have such 
Company Permits would not, individually or in the 
aggregate, have a Company Material Adverse Effect, and 
no suspension, revocation or cancellation of any of the 
Company Permits is pending or, to the knowledge of the 
Company and the Shareholders, threatened.  All of the 
Company Permits are set forth in Section 4.06 of the 
Company Disclosure Schedule.  The Company, its 
Subsidiaries and each of the Shareholders are licensed 
or registered as professional employer organizations 
and/or as control persons thereof, as appropriate, in 
each jurisdiction in which their activities require such 
licensing or registration, except where failure to be so 
licensed or registered will not have, individually or in 
the aggregate, a Company Material Adverse Effect.  All 
such professional employer organization licenses and 
registrations are set forth in Section 4.06 of the 
Company Disclosure Schedule.  Neither the Company nor 
any of its Subsidiaries nor, to the knowledge of the 
Company and the Shareholders, any client of the Company 
or any of its Subsidiaries, has operated (nor is any of 
the Company or any of its Subsidiaries or their 
respective clients currently operating) in violation of 
any Law applicable to the Company or its Subsidiaries or 
their respective clients or by which any of their 
respective properties is bound or affected, including 
without limitation, laws with respect to the regulation 
or licensure of professional employer organizations, the 
Occupational Safety and Health Act, the Environmental 
Protection Act, the Equal Employment Opportunities Act, 
the Age Discrimination in Employment Act, Title VII of 
the Civil Rights Act, the Vocational Rehabilitation Act, 


                                                                Page 12 of 54
<PAGE> 


the Americans with Disabilities Act (except that, as to 
the clients of the Company and its Subsidiaries, no 
representation is made as to compliance with the 
physical premises provisions thereof), the Vietnam Era 
Veterans Readjustment Act, the Fair Labor Standards Act, 
the Federal Drug Free Workplace Act, Laws with respect 
to immigration and naturalization and all Laws relating 
to wages and hours, workers  compensation, labor 
practice regulations, employment discrimination and 
state employee leasing and registration requirements, 
other than violations that, individually or in the 
aggregate, would not have a Company Material Adverse 
Effect.  Other than as disclosed in Section 4.09(a) of 
the Company Disclosure Schedule, neither the Company nor 
any of its Subsidiaries nor, to the knowledge of the 
Company and the Shareholders, any or their respective 
clients, is 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 
the respective incorporation of each, the Company and 
each of its Subsidiaries have 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 ), 
other than those forms, reports, statements or other 
documents, the failure of which to file has not had, and 
will not have, individually or in the aggregate, a 
Company Material Adverse Effect.  The Company Reports 
were prepared in all material respects in accordance 
with the requirements of applicable Law.

     (b)     The audited balance sheets of the Company 
for the years ended December 31, 1995 and December 31, 
1994 and the statements of income, changes in 
stockholders  equity and cash flows for each of the 
fiscal years in the three-year period ended on December 
31, 1995, including any notes thereto (the  Company 
Financial Statements ), all of which have been audited 
by Ehrhardt Keefe Steiner & Hottman P.C., certified 
public accountants, are attached as Section 4.07(b) of 
the Company Disclosure Schedule.  The Company Financial 
Statements (i) have been prepared 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 


                                                                Page 13 of 54
<PAGE> 


dates thereof and the results of operation and cash 
flows for the periods indicated.

     (c)     The unaudited balance sheet and statements 
of income, changes in stockholders  equity and cash 
flows of the Company for the ten months ended October 
31, 1996 attached as Section 4.07(c) of the Company 
Disclosure Schedule (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 past practice (except for 
footnotes to the Interim Financial Statements and 
appropriate year-end adjustments and other presentation 
items), and (ii) present fairly, in all material 
respects, the financial position of the Company as of 
October 31, 1996 and its results of operations and cash 
flows for the ten month period ended October 31, 1996.

     (d)     Except as and to the extent reflected or 
reserved in the balance sheet of the Company for the ten 
month period ended October 31, 1996 attached as Section 
4.07(c) of the Company Disclosure Schedule (the  Interim 
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, prepared in accordance 
with GAAP consistent with past practice, except for 
liabilities or obligations incurred in the ordinary 
course of business since October 31, 1996.

     (e)     Attached as Section 4.07(e) of the Company 
Disclosure Schedule is a true and complete copy of the 
latest projections of the consolidated income of the 
Company and its Subsidiaries for the two (2) months 
ended December 31, 1996.  Such projections are based on 
underlying assumptions of the Company which to the 
Company s and the Shareholders  knowledge provide a 
reasonable basis for the projections contained therein 
and have been prepared on the basis of the assumptions 
set forth therein, which the Company and the 
Shareholders believe are fair and reasonable in light of 
the historical financial performance of the Company and 
its Subsidiaries and of current and reasonably 
foreseeable business conditions.

     (f)     The reserves for workers  compensation and 
health care costs reflected on the Interim Balance Sheet 
are adequate and appropriate and have been accrued in 
accordance with generally accepted accounting 
principles.  The Company has not received any report 
(including, without limitation, a report from any 
actuary, insurance company or accountant) which suggests 
that any of the reserves reflected on the Interim 
Balance Sheet may be inadequate in any material respect.


                                                                Page 14 of 54
<PAGE> 


     (g)     Ehrhardt Keefe Steiner & Hottman P.C., the 
accountants who have audited the Company Financial 
Statements, are independent accountants within the 
meaning of the Securities Act and the rules and 
regulations promulgated thereunder.  
SECTION 4.08  Absence of Certain Changes or 
Events;.  Except as disclosed is Section 4.08 of the 
Company Disclosure Schedule, since December 31, 1995:

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

     (b)     neither the Company nor any of its 
Subsidiaries has increased compensation to officers, key 
employees, consultants or to Excel Business Services, 
Incorporated 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); 

     (c)     neither the Company nor any of its 
Subsidiaries has made any distribution upon its capital 
stock, by way of dividend, repurchase or otherwise or 
made any loan or advance to any officer, director, 
shareholder or Affiliate (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;

     (d)     neither the Company nor any of its 
Subsidiaries has entered into any agreement, contract, 
lease, or license (or series of agreements, contract, 
leases, or licenses related to the same transaction or 
involving the same party or an affiliate thereof) 
involving more than $50,000;

     (e)  no party has accelerated, terminated, 
modified, or cancelled any agreement, contract, lease, 
or license (or series of agreements, contract, leases, 
or licenses related to the same transaction or involving 
the same party or an affiliate thereof) involving more 
than $50,000 to which the Company or any of its 
Subsidiaries is a party or by which the Company or any 
of its Subsidiaries is bound, or notified the Company or 
any of its Subsidiaries that it intends to do any of the 
foregoing;

     (f) neither the Company nor any of its Subsidiaries 
has granted any security interest in any of their 
assets, tangible, or intangible;

     (g) neither the Company nor any of its Subsidiaries 
has made a capital expenditure (or series of related 
capital expenditures) involving more than $50,000;


                                                                Page 15 of 54
<PAGE> 


     (h) neither the Company nor any of its Subsidiaries 
has 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 related to the same transactions or 
involving the same party or an affiliate thereof) 
involving more than $50,000;

     (i) neither the Company nor any of its Subsidiaries 
has delayed or postponed the payment of accounts payable 
and other liabilities;

     (j) neither the Company nor any of its Subsidiaries 
has cancelled, compromised, waived, or released any 
right or claim (or series of related rights or claims) 
involving more than $25,000;

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

     (l)     neither the Company nor any of its 
Subsidiaries has entered into an employee leasing 
agreement which the Company or the Shareholders have 
reason to believe would require Company or any 
Subsidiary to provide services at a loss;

     (m)     neither the Company nor any of its 
Subsidiaries has entered into any commitment (contingent 
or otherwise) to do any of the foregoing.

SECTION 4.09  Absence of Litigation;.  (a) Section 
4.09(a) of the Company Disclosure Schedule lists all 
claims, actions, suits, litigations, proceedings, 
arbitrations or investigations of any kind against the 
Company or any of its Subsidiaries which are pending or, 
to the Company s and the Shareholders  knowledge, 
threatened.  To the knowledge of the Company and the 
Shareholders, there are no facts or circumstances with 
regard to which it is reasonably foreseeable that a 
claim, action, suit, litigation, proceeding, arbitration 
or investigation will be filed or initiated against the 
Company or any of its Subsidiaries, except as set forth 
in Section 4.09(a) of the Company Disclosure Schedule.  
Section 4.09(a) of the Company Disclosure Schedule lists 
all claims, actions, suits, litigations, proceedings, 
arbitrations or investigations of any kind against a 
client of the Company which, to the Company s and the 
Shareholder s knowledge are pending or threatened and 
with regard to which it is reasonably foreseeable that 
the Company or any of its Subsidiaries may be named as a 
defendant or as an indemnitor.  There is no action 
pending seeking to enjoin or restrain the Merger or the 
transactions contemplated by this Agreement. 


                                                                Page 16 of 54
<PAGE> 


     (b)     Except as set forth in Section 4.09(b) of 
the Company Disclosure Schedule, neither the Company nor 
any of its Subsidiaries is subject to any continuing 
order of, consent decree, settlement agreement or other 
similar written agreement with, or, to the knowledge of 
the Company and the Shareholders, continuing 
investigation by, any Governmental Entity, or any 
judgment, order, writ, injunction, decree or award of 
any Governmental Entity or arbitrator, including without 
limitation, cease-and-desist orders.  To the knowledge 
of the Company and the Shareholders, no client of the 
Company or of any of its Subsidiaries is subject to any 
continuing order of, consent decree, settlement 
agreement or other similar written agreement with, or 
continuing investigation by, any Governmental Entity, or 
any judgment, order, writ, injunction, decree or award 
of any Governmental Entity or arbitrator, including 
without limitation, cease-and-desist orders other than 
such orders, decrees, agreements, investigations, 
judgments,  writs, injunctions or awards that (i) 
individually or in the aggregate, would not have a 
Company Material Adverse Effect or (ii) are not related 
to the client s agreement with the Company or any of its 
Subsidiaries.

SECTION 4.10  Contracts; No Default;.  (a) Section 
4.10(a) of the Company Disclosure Schedule sets forth as 
of the date of this Agreement a list of each contract or 
agreement to which the Company or any of its 
Subsidiaries is a party (each, a  Company Contract ):

          (i)      which is a professional employer 
organization agreement with any of the twenty (20) 
largest clients of the Company or any of its 
Subsidiaries, taken as a whole, as measured on the basis 
of either (x) the current number of employees or (y) 
current revenues; 

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

          (iii)     involving annual consideration in 
excess of $25,000;

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

          (v)     concerning confidentiality or non-
competition; 

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

                                                                Page 17 of 54
<PAGE> 


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

          (viii)     concerning consulting services, 
changes of control, or severance or termination 
payments;

          (ix)     with respect to payment of taxes or 
tax sharing; 

          (x)     with respect to the promotion of the 
Company s or any of its Subsidiaries  business through 
the Internet or the World Wide Web or otherwise through 
a computer network; or

          (xi)     which is otherwise material to the 
business of the Company or any of its Subsidiaries, 
taken as a whole, or under which the consequences of a 
default or termination could have a Company Material 
Adverse Effect.

     (b)     The Company has delivered to the Acquiror a 
correct and complete copy of each Company Contract 
listed in Section 4.10(a) of the Company Disclosure 
Schedule.  Each Company Contract is in full force and 
effect, is a 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 
equitable principles, and there is no default (or any 
event known to the Company or the Shareholders which, 
with the giving of notice or lapse of time or both, 
would be a default) by the Company or any of its 
Subsidiaries or any other party to a Company Contract, 
in the timely performance of any obligation to be 
performed or paid under any such contract or agreement.  
The consummation of the transactions contemplated hereby 
will not affect the status of any Company Contract as a 
legal, valid, binding and enforceable agreement.  No 
party is seeking renegotiation of a Company Contract 
(except in connection with the negotiation of a renewal 
of a professional employer organization agreement in the 
ordinary course of business) or substitute performance 
thereunder nor has any party repudiated any provision 
thereunder or indicated that it intends to terminate or 
not renew a Company Contract.

     (c)     With respect to any professional employer 
organization agreement to which the Company or any of 
its Subsidiaries is a party, whether or not such 
agreement is currently in effect, Section 4.10(c) of the 


                                                                Page 18 of 54
<PAGE> 


Company Disclosure Schedule sets forth each claim for 
breach of contract or failure of performance in excess 
of $25,000 made against the Company or any of its 
Subsidiaries during the three years immediately 
preceding the date of this Agreement and through the 
Closing.

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

SECTION 4.11  Employee Benefit Plans; Labor Matters;.  
(a) Section 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 Section 401(k) plan, 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 any of its 
Subsidiaries or their respective ERISA Affiliates (as 
defined in Section 4.11(c) below) are entitled to 
participate by reason of their employment with the 
Company or any of its Subsidiaries or their respective 
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 any of its 
Subsidiaries or their respective ERISA Affiliates are a 
party or a sponsor or a fiduciary thereof or by which 
the Company or any of its Subsidiaries or their 
respective ERISA Affiliates (or any of their rights,  
properties or assets) are bound or (ii) with respect to 
which the Company or any of its Subsidiaries or their 
respective ERISA Affiliates have made any payments, 
contributions or commitments, or may otherwise have any 
liability (whether or not the Company or any of its 
Subsidiaries or their respective ERISA Affiliates still 
maintains such plan, trust, arrangement, contract, 
agreement, policy or commitment) (the  Employee Benefit 
Plans ).  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 


                                                                Page 19 of 54
<PAGE> 


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 or 
any of its Subsidiaries within the meaning of Section 
414(b), (c), (m) or (o) of the Code.  Section 4.11 of 
the Company Disclosure Schedule lists all ERISA 
Affiliates of the Company or any of its Subsidiaries.

     (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 and with respect to each of the 
Employee Benefit Plans that is subject to ERISA, other 
than a plan described in Section 3(2) of ERISA, the 
Company has at all times and continues to operate such 
plans in compliance (both in form and operation) with 
ERISA, the Code and all other applicable laws; no 
Employee Benefit Plan has an accumulated or waived 
funding deficiency within the meaning of Section 412 of 
the 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 any of its 
Subsidiaries or any of their ERISA Affiliates of 
incurring a liability to or on account of an 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 plan; and 
all contributions, premium payments or other amounts 
payable by the Company or any of its Subsidiaries or 


                                                                Page 20 of 54
<PAGE> 


their ERISA Affiliates through the Effective Time 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 Effective Time) 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)     Except for the employment, 
consulting, change of control and severance agreements 
set forth in Section 4.10(a) of the Company Disclosure 
Schedule, 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 any of its Subsidiaries or their ERISA 
Affiliates.

     (f)     The Company, its Subsidiaries and their 
respective clients are not a party to any collective 
bargaining or other labor union contracts.  There are no 
union organization attempts underway with respect to 
such employees.  There is no pending or, to the 
knowledge of the Company and the Shareholders, 
threatened labor dispute, strike or work stoppage 
involving such employees.  To the knowledge of the 
Company and the Shareholders, neither the Company nor 
any of its Subsidiaries nor any of their respective 
clients has committed any unfair labor practices (as 
defined in the National Labor Relations Act of 1947, as 
amended) in connection with the operation of its 
business, and there is no pending or, to the knowledge 
of the Company and the Shareholders, threatened charge 
or complaint against the Company or any of its 
Subsidiaries or any of their respective clients by the 
National Labor Relations Board or any comparable state 
or local agency.

SECTION 4.12 Taxes;. (a) Except as set forth in Section 
4.12 of the Company Disclosure Schedule: 

          (i)     all Returns (as defined below) in 
respect of Taxes (as defined below) required to be filed 
with respect to the Company or any of its Subsidiaries 
have been timely filed (including extensions) and no 
extension of time within which to file any such Return 


                                                                Page 21 of 54
<PAGE> 


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 or any of its Subsidiaries under Section 6655 of 
the Code or any comparable provision of state, local or 
foreign law have been made on the basis of a 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;

          (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;

          (v)     there are no outstanding subpoenas or 
requests for information with respect to any Returns or 
the Taxes reflected on such Returns;
          (vi)     neither the Company nor any of its 
Subsidiaries is a party to any Tax allocation or sharing 
agreement. Neither the Company nor any of its 
Subsidiaries (A) has ever been a member of an Affiliated 
Group, nor (B) has any 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;

          (vii)     neither the Company nor any of its 
Subsidiaries has, 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 or its 
Subsidiary, and no corporation that was included in the 
filing of a Return with the Company or any of its 
Subsidiaries 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;

          (viii)     no consent under Section 341(f) of 
the Code has been filed with respect to the Company or 
any of its Subsidiaries;

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



                                                                Page 22 of 54
<PAGE> 


          (x)  all Taxes required to be withheld, 
collected or deposited by the Company or any of its 
Subsidiaries 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 or any of its 
Subsidiaries in an appropriate proceeding, and adequate 
reserves therefor have been provided on the Company s 
financial statements;

          (xi)     neither the Company nor any of its 
Subsidiaries was 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 or any of its Subsidiaries;

          (xii)     there is no material difference on 
the books of the Company or any of its Subsidiaries 
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;

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

          (xiv) neither the Company nor any of its 
Subsidiaries is, 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; and

          (xv) Staff Administrators of Western Colorado, 
Inc. made a valid election under Section 1362 of the 
Code and any corresponding state or local tax provisions 
to be an S corporation for the taxable periods set forth 
in Section 4.12 of the Company Disclosure Schedule.

     (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 
Governmental Entity or taxing authority or agency, 
including, without limitation, income, franchise, net 
worth, profits, gross receipts, minimum, alternative 
minimum, estimated, ad valorem, value added, sales, use, 


                                                                Page 23 of 54
<PAGE> 


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 taxes 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 by 
the Company or any of its Subsidiaries 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 
and each of its Subsidiaries owns, licenses 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 or in violation of any license 
or other agreement with respect thereto.  Each item of 
intellectual property owned or used by the Company prior 
to the Closing will be owned or available for use by the 
Surviving Corporation on the same terms and conditions 
immediately following the Closing.  The Company and each 
of its Subsidiaries has taken all such actions as are 
reasonably necessary to maintain and protect its 
intellectual property.  Section 4.13 of the Company 
Disclosure Schedule lists all of the intellectual 
property rights used by the Company or any of its 
Subsidiaries as well as any intellectual property rights 
owned by third parties and used by the Company or any of 
its Subsidiaries pursuant to licenses, sublicenses, 
agreements 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;.  Section 4.14(a) of the 
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 or any of its Subsidiaries (the  
Insurance Policies ), all of which have been made 
available to Acquiror.  The Insurance Policies are in 
full force and effect and neither the Company nor any of 
its Subsidiaries is in default with respect to any 


                                                                Page 24 of 54
<PAGE> 


provision contained in any Insurance Policy.  Neither 
the Company nor any of its Subsidiaries has 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.  Except as disclosed in 
Section 4.14(a) of the Company Disclosure Schedule, the 
Company and each of its Subsidiaries has been covered 
during the past three years by insurance for the 
activities in which it has engaged and the assets it has 
owned during this three year period.  A copy of each 
such Insurance Policy has been previously provided to 
Acquiror.

SECTION 4.15  Brokers;.  No broker, finder or investment 
banker 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 Shareholders.

SECTION 4.16  Title to Properties;. (a) Neither the 
Company nor any of its Subsidiaries owns any real 
property.

     (b)     All of the real property leased by the 
Company or any of its Subsidiaries (the  Leased Real 
Property ) is described in Section 4.16(b) of the 
Company Disclosure Schedule.  The leases for the Leased 
Real Property are in full force and effect and the 
Company or its Subsidiary 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 
Shareholders, neither the Company nor any of its 
Subsidiaries is in default under, and to the knowledge 
of the Company and the Shareholders no circumstances 
exist which, if unremedied, would, either with or 
without notice or the passage of time or both, result in 
the Company s or the Subsidiary s default under any of 
such leases.

     (c)     There are no pending or, to the knowledge 
of the Company and the Shareholders,  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 operation thereof under the Company's


                                                                Page 25 of 54
<PAGE> 


leases and have been operated and maintained in 
accordance with applicable laws, rules, and regulations 
as required under the Company's leases.

     (e)     To the knowledge of the Company and the 
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 and there are no parties (other than a 
Subsidiary of the Company) in possession of any Leased 
Real Property of a Subsidiary of the Company.

     (g)     All facilities located on the 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, to 
the knowledge of the Company and the Shareholders, 
adequate in accordance with all applicable laws, 
ordinances, rules and regulations.

     (h)     Each parcel of Leased Real Property abuts 
on and has direct vehicular access to a public road.

     (i)     To the knowledge of the Company and the 
Shareholders, neither the Company nor any of its 
Subsidiaries is in violation of any applicable zoning 
ordinance or other similar law, regulation or 
requirement.

     (j)     Neither the Company nor any of its 
Subsidiaries is in violation of laws relating to 
environmental protection with respect to the Leased Real 
Property or with respect to any other real property 
leased or occupied by such person at any time or with 
respect to any real property for which such person could 
be liable as a result of the activities or actions of 
its employees, nor is any such person subject to any 
liability for clean up or remediation under any federal, 
state or local law.  Neither the Company nor any of its 
Subsidiaries has received any written notification from 
any Governmental Entity with respect to existing 
violations of any Laws governing environmental 
protection with respect to the Leased Real Property or 
with respect to any other real property leased or 
occupied by such person at any time or with respect to 
any real property for which such person could be liable 
as a result of the activities or actions of its 
employees.




                                                                Page 26 of 54
<PAGE> 


     (k)     The Company and each of its Subsidiaries 
owns good title to each item of tangible personal 
property reflected in the Interim Financial Statements 
free and clear of any liens, encumbrances, options or 
other agreements, except as described in Section 4.16(k) 
of the Company Disclosure Schedule.

SECTION 4.17 Notes and Accounts Receivable;.  All notes 
and accounts receivable of the Company and its 
Subsidiaries are (i) reflected properly on the Company s 
books and records; (ii) are valid receivables subject to 
no contractual setoffs or, to the knowledge of the 
Company and the Shareholders, common law rights of 
setoff or counterclaim; and (iii) are current and 
collectible, subject only to the reserve for bad debts 
set forth on the face of the Interim Balance Sheet (as 
defined in Section 4.07), 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 who 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 date of this Agreement equals 
the amount of payments due to the relevant Tax 
authorities.

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

SECTION 4.19 Related Parties;.  Except as set forth in 
Section 4.19 of the Company Disclosure Schedule, no 
officer or director of the Company or any of its 
Subsidiaries, or any Affiliate of such person, has, 
either directly or indirectly, (a) an interest in any 
corporation, partnership, firm or other person or entity 
which furnishes or sells services or products which are 
similar to those furnished or sold by the Company or its 
Subsidiaries, or (b) a beneficial interest in any 
contract or agreement to which the Company or any of its 
Subsidiaries is a party or by which the Company or any 
of its Subsidiaries may be bound.  For purposes of this 
Section 4.19, there shall be disregarded any interest 
which arises solely from ownership of less than a five 
percent (5%) equity interest in a corporation whose 
stock is regularly traded or quoted on a national 
securities exchange or over-the-counter market. 

SECTION 4.20  Disclosure;.  No representation or 
warranty contained in this Article IV, as qualified by 
the Company Disclosure Schedule, or in any Schedule or 


                                                                Page 27 of 54
<PAGE> 


Exhibit hereto or any closing certificate furnished or 
to be furnished by either the Company or the 
Shareholders to the Acquiror pursuant to this Agreement 
or in connection with the Merger contains or, at the 
Effective Time, will contain any untrue statement of a 
material fact, or omits or, at the Effective Time, will 
omit to state a material fact necessary to make the 
statements contained herein or therein not misleading.

                       ARTICLE V

            REPRESENTATIONS AND WARRANTIES 
                OF THE SHAREHOLDERS

     Each of the Shareholders severally but not jointly 
represents and warrants to Acquiror that the statements 
contained in this Article V are correct and complete as 
of the date of this Agreement and will be correct and 
complete as of the Effective Time (as though made then 
and as though the Effective Time were substituted for 
the date of this Agreement throughout this Article V).

SECTION 5.01 Authority; Enforceability;.  The 
Shareholder has full power and authority to execute and 
deliver this Agreement and to perform his obligations 
hereunder.  This Agreement constitutes the valid and 
legally binding obligation of the Shareholder, 
enforceable in accordance with its terms and conditions, 
subject to bankruptcy, insolvency, reorganization, 
moratorium and other laws limiting creditors  rights 
generally and to general equitable principles.  The 
Shareholder need not give any notice to, make any filing 
with, or obtain any authorization, consent, or approval 
of any Governmental Entity in order to consummate the 
transactions contemplated by this Agreement.  The 
Shareholder has taken all action required under Section 
7-111-103 of the Colorado Code to adopt and approve this 
Agreement and the Merger.

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 Governmental Entity, or court 
to which the Shareholder or the Company or any of its 
Subsidiaries 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 
Shareholder is a party or by which he is bound or to 
which any of his assets is subject.



                                                                Page 28 of 54
<PAGE> 


SECTION 5.03 Investment;.  Except as may be contemplated 
by the terms of the Registration Agreement, the 
Shareholder (A) is acquiring Acquiror Common Stock 
solely for his own account for investment purposes, and 
not with a view to the distribution or resale thereof, 
(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 
Prospectus of Acquiror dated May 9, 1996 and Acquiror s 
quarterly report on Form 10-Q for the quarter ended 
September 30, 1996, and has had the opportunity to 
obtain additional information as desired in order to 
evaluate the merits and the risks of an investment in 
Acquiror Common Stock, and (D) agrees to indemnify 
Acquiror and Acquiror Sub against any adverse 
consequences which shall arise as a result of a sale or 
distribution of such shares by Shareholder in violation 
of the Securities Act and state securities or state Blue 
Sky laws.  Shareholder acknowledges that the shares of 
Acquiror Common Stock being issued pursuant to the 
Merger have not been registered under the Securities Act 
or state securities or state Blue Sky laws and may only 
be transferred in compliance with such laws.

SECTION 5.04  Company Shares.;  The Shareholder owns of 
record and beneficially 100 shares of Company Common 
Stock, free and clear 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, demands, rights of first refusal or first offer, 
voting agreements or other limitations except as set 
forth in Section 5.04 of the Company Disclosure 
Schedule.  The Shareholder is not a party to any option, 
warrant, purchase right, or other contract or commitment 
that could require the Shareholder to sell, transfer, or 
otherwise dispose of any capital stock of the Company 
(other than this Agreement).  The 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 the Company.  The 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 preemptive or similar rights.

SECTION 5.05 Share Ownership;.  The Shareholder owns no 
shares of Acquiror Common Stock other than those it will 
receive pursuant to the Merger.  The Shareholder 


                                                                Page 29 of 54
<PAGE> 


understands that it is the intent of all parties that 
the Merger constitute a reorganization pursuant to Code 
section 368(a), and therefore represents that he has no 
present intent to dispose of Acquiror Common Stock 
received in the Merger.

SECTION 5.06 Disclosure;.  No representation or warranty 
contained in this Article V or in the Company Disclosure 
Schedule contains or, at the Effective Time, will 
contain any untrue statement of a material fact, or 
omits or, at the Effective Time, will omit to state a 
material fact necessary to make the statements contained 
herein or therein not misleading.

                        ARTICLE VI

             REPRESENTATIONS AND WARRANTIES
                       OF ACQUIROR 


     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 Florida, 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 business 
conducted by it or the ownership or leasing of its 
properties makes such qualification necessary, except 
where the failure to be so qualified will not have, 
individually or in the aggregate with any other failure 
to be qualified, an Acquiror Material Adverse Effect.  
On or prior to Closing, Acquiror Sub will be a 
corporation duly incorporated, validly existing and in 
good standing under the laws of its state of 
incorporation.

SECTION 6.02  Capitalization;.  (a) As of the date 
hereof, the authorized capital stock of Acquiror 
consisted of the following:

(i)     60,000,000 shares of Acquiror Common 
Stock of which:

               (y)     8,013,332 shares were issued and 
outstanding; and

               (z)     1,466,665 shares were reserved 
for future issuance pursuant to Acquiror 
s stock option and incentive plans 
relating to stock options and awards for 


                                                                Page 30 of 54
<PAGE> 


certain officers, employees, consultants 
and directors (the  Acquiror Options ); 
and

          (ii)     20,000,000 shares of series preferred 
stock, par value $.01 per share of which none 
was issued or outstanding.

     (b)     As of the date of this Agreement, all 
shares of Acquiror Common Stock issued and outstanding 
are duly authorized, validly issued, fully paid and 
non-assessable and not subject to preemptive rights, 
whether created by the Florida Business Corporation Act 
(the  Florida Act ) or otherwise and any shares of 
Acquiror Common Stock issuable in the Merger, when 
issued pursuant to this Agreement, will be duly 
authorized, validly issued, fully paid and non-
assessable and not subject to preemptive rights created 
by the Florida Act or otherwise.

     (c)     As of the Closing, the authorized capital 
stock of Acquiror Sub will consist of 1,000 shares of 
Common Stock, $.01 par value ( Acquiror Sub Common Stock 
) and will be held by Acquiror of record and 
beneficially.  Acquiror Sub will be a newly formed 
Subsidiary of Acquiror with no obligations except as 
contemplated by this Agreement.

SECTION 6.03  Authority;.  Acquiror has the requisite 
corporate power and authority to execute and deliver 
this Agreement, to perform its obligations hereunder and 
to consummate the transactions contemplated hereby.  The 
execution and delivery of this Agreement by Acquiror and 
the consummation by Acquiror of the transactions 
contemplated hereby 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 hereby, subject to the 
corporate and shareholder approvals of Acquiror Sub 
(which Acquiror shall cause to be obtained prior to 
Closing).  This Agreement has been duly executed and 
delivered by Acquiror and, assuming the due 
authorization, execution and delivery by the other 
parties hereto, constitutes the 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 6.04  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 and Acquiror Sub will not, (i) 
conflict with or violate the Articles of Incorporation 


                                                                Page 31 of 54
<PAGE> 


or By-Laws of Acquiror or Acquiror Sub, (ii) subject to 
the filing of the Articles of Merger, conflict with or 
violate any Laws applicable to Acquiror, Acquiror Sub or 
any of Acquiror s Subsidiaries or by which any of their 
respective properties is bound or affected, or (iii) 
subject to the receipt of consents from Fleet National 
Bank pursuant to the Amended and Restated Credit 
Agreement of the Acquiror dated June 5, 1996, as amended 
through the date hereof and under the Registration 
Rights Agreement between the Acquiror, Greylock Equity 
Limited Partnership, Carlos A. Saladrigas and Jose M. 
Sanchez dated February 10, 1995, as amended through the 
date hereof, 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 Acquiror 
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 6.05  Reports; Financial Statements;.  (a) Since 
May 9, 1996, Acquiror and its Subsidiaries have filed 
all forms, reports, statements and other documents 
required to be filed with the Securities and Exchange 
Commission (collectively, the  Acquiror SEC Reports ).  
The Acquiror SEC Reports, including all such reports 
filed after the date of this Agreement and prior to the 
Effective Time, (i) were or will be prepared in all 
material respects in accordance with the 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, 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  Effective Time, (i) 
have been or will be prepared in all material respects 
in accordance with the published rules and regulations 
of the Securities and Exchange Commission (the  SEC ) 


                                                                Page 32 of 54
<PAGE> 


and generally accepted accounting principles ( 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 September 
30, 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 6.06  Absence of Certain Changes or Events;.  
Since May 9, 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 6.07  Brokers;.  No broker, finder or investment 
banker 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 Acquiror.

                       ARTICLE VII

        COVENANTS RELATING TO CONDUCT OF BUSINESS




                                                                Page 33 of 54
<PAGE> 


SECTION 7.01  Affirmative Covenants of the Company;.  
The Company hereby covenants and agrees that, prior to 
the Effective Time, unless otherwise expressly 
contemplated by this Agreement or otherwise consented to 
in writing by Acquiror, which consent shall not be 
unreasonably withheld, the Company will, and will cause 
its Subsidiaries to:

     (a)     operate their businesses in the usual and 
ordinary course and consistent with past practice;

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

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

     (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 its 
Subsidiaries, 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 
Shareholders of any of their representations, warrants, 
covenants and agreements contained in this Agreement or 
in any of the agreements or documents delivered in 
connection herewith.  The Shareholders agree and 
covenant to cause the Company to comply with its 
covenants and agreements set forth in this Section 7.01; 
and

     (e)     use best reasonable efforts to cause a 
merger agreement, in the form attached as Exhibit 7.01, 
to be authorized and executed and will use best 
reasonable efforts to cause the transactions 
contemplated thereby to be consummated.

SECTION 7.02  Negative Covenants of the Company;.  
Except as expressly contemplated by this Agreement, 
described in Section 7.02 of the Company Disclosure 
Schedule or otherwise consented to in writing by 
Acquiror, which consent shall not be unreasonably 
withheld, from the date of this Agreement until the 


                                                                Page 34 of 54
<PAGE> 


Effective Time, the Company shall not, and the 
Shareholders shall not (whether in their capacity as 
shareholders or directors of the Company and its 
Subsidiaries) and shall cause the Company and its 
Subsidiaries not to, do any of the following:

     (a)     (i) increase the compensation payable or to 
become payable to any director or officer of the Company 
or any Subsidiary or to any employee other than a leased 
employee; (ii) grant any severance or termination pay 
(other than pursuant to any severance agreement of the 
Company or a Subsidiary described in Section 4.11 of the 
Company Disclosure Schedule), or enter into any 
severance agreement with, any director, officer or 
employee, (iii) enter into or amend any employment 
agreement with any director, officer or employee that 
would extend beyond the Effective Time except on 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;

     (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;



                                                                Page 35 of 54
<PAGE> 


     (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 or any of its 
Subsidiaries to take any such action, and the 
Shareholders and the Company shall use their best 
reasonable efforts to cause the officers, employees, 
agents and representatives of the Company and its 
Subsidiaries (including, without limitation, any 
investment banker, financial advisor, attorney or 
accountant retained by the Company) not to take any such 
action.  The Company 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 or 
any of its Subsidiaries (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 or any of its Subsidiaries in a single 
transaction or a series of related transactions or 
assignment of any contract the Company or any of its 
Subsidiaries has with any of its clients; or (iii) any 
tender offer or exchange offer for twenty percent or 
more of the outstanding shares of capital stock of the 
Company or any of its Subsidiaries 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; 


                                                                Page 36 of 54
<PAGE> 


provided, however, that it shall not constitute a breach 
of this covenant if the Company settles its current 
Internal Revenue Service audit of the Company s federal 
taxes for 1994 for an amount not in excess of the amount 
reserved in the Interim Financial Statements with 
respect thereto;

     (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 or any of its Subsidiaries which is used in 
the conduct of its business or compromise any obligation 
or amount owed to the Company or any of its 
Subsidiaries;

     (l)     incur any Expenses (as defined in Section 
10.03) other than reasonable Expenses which are 
reasonably related to the Company s participation in the 
transaction.  Such Expenses shall not exceed $225,000.

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

SECTION 7.03  Access and Information;.  Subject to the 
Confidentiality Agreement dated July1,1996, 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.


                        ARTICLE VIII

                   ADDITIONAL AGREEMENTS

SECTION 8.01  Appropriate Action; Consents; Filings;.  
(a) The Company, the Shareholders and Acquiror shall use 
best reasonable 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) 


                                                                Page 37 of 54
<PAGE> 


make all necessary notifications and filings, and 
thereafter make any other required submissions, with 
respect to this Agreement and the Merger 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 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, the Shareholders 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, 
best reasonable efforts to obtain any third party 
consents, (A) necessary, proper or advisable to 
consummate the transactions contemplated in this 
Agreement, (B) disclosed or required to be disclosed in 
the Company Disclosure Schedule, or (C) required to 
prevent a Company Material Adverse Effect or an Acquiror 
Material Adverse Effect from occurring prior to or after 
the Effective Time.

          (ii)     If either party fails to obtain any 
third party consent described in subsection (b)(i) 
above, such party shall use best reasonable 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 Effective 
Time, from the failure to obtain such consent.
     (c)     From the date of this Agreement until the 
Effective Time, 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 the Merger or (ii) seeking to restrain 
or prohibit the consummation of the Merger or otherwise 
limit the right of Acquiror or, to the knowledge of the 
Company, its Subsidiaries, to own or operate all or any 
portion of the businesses or assets of the Company or 
its Subsidiaries.

     (d)     From the date of this Agreement until the 


                                                                Page 38 of 54
<PAGE> 


Effective Time, 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 the Merger or (ii) seeking to restrain 
or prohibit the consummation of the Merger or otherwise 
limit the right of the Acquiror or its Subsidiaries to 
own or operate all or any portion of the business or 
assets of the Company.

     (e)     The parties hereto shall do and perform or 
cause to be done and performed all such further actions 
and things and shall execute and deliver all such other 
agreements, certificates, instruments or documents as 
any other party hereby may reasonably request in order 
to carry out the intent and purposes of this Agreement 
and the consummation of the transactions contemplated 
hereby.

SECTION 8.02  Update Disclosure; Breaches;.  From and 
after the date of this Agreement until the Effective 
Time, each party shall promptly notify the other party 
hereto by written update 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 
Merger and the other transactions contemplated by this 
Agreement not to be satisfied, or (ii) the  failure of 
the Company, Acquiror or Acquiror Sub, as the case may 
be, 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 Merger and the other transactions 
contemplated by this Agreement not to be satisfied.  In 
addition, the Company and the Shareholders shall notify 
Acquiror in writing of (i) such additional information 
with respect to any matters or events discovered 
subsequent to the date hereof and prior to the Effective 
Time, which if existing and known on the date hereof 
would have rendered any representation or warranty made 
by the other party, or any information contained in any 
Exhibit hereto, then inaccurate or incomplete and (ii) 
any development after the date hereof and prior to the 
Effective Time causing a breach of any representation or 
warranty in Article IV or V above.  Unless the Acquiror 
elects to terminate this Agreement pursuant to Section 
10.01 below within the period of 10 business days 
following such notice, the written notice pursuant to 
this Section will be deemed to have qualified the 
relevant provision of Article IV or V and/or the Company 
Disclosure Schedule, and to have cured any 
misrepresentation or breach of warranty that otherwise 
might have existed hereunder.  Receipt of such 


                                                                Page 40 of 54
<PAGE> 


information by the other parties hereto shall not 
operate as a waiver of the non-disclosing party s right 
to terminate this Agreement as provided herein.

SECTION 8.03  Affiliate Agreements; Tax Treatment;.  
Section 8.03 of the Company Disclosure Schedule lists 
all persons who are, in the Company s reasonable 
judgment, affiliates of the Company within the meaning 
of Rule 145 of the rules and regulations promulgated by 
the SEC under the Securities Act ( Rule 145").  As of 
the date hereof, the Company has delivered agreements 
from Michael C. Koltak and Robert J. Quinette 
(collectively, the  Affiliate Agreements ) in a form 
attached to this Agreement as Exhibit 8.03.  Acquiror 
shall be entitled to issue appropriate stop transfer 
instructions to the transfer agent for Acquiror Common 
Stock consistent with the terms of the Affiliate 
Agreements.  Each party shall use its best reasonable 
efforts to cause the Merger to qualify, and shall not 
take any actions which could prevent the Merger from 
qualifying, as a reorganization under the provisions of 
Section 368(a) of the Code.

SECTION 8.04  Public Announcements;.  Acquiror, the 
Company and the Shareholders shall consult in good faith 
with each other before issuing any press release or 
otherwise making any public statements with respect to 
the Merger and neither the Company nor any Shareholder 
shall issue any such press release or make any such 
public statement without the prior written approval of 
the Acquiror.

SECTION 8.05 NMS Listing;.  Acquiror shall cause those 
shares of Acquiror Common Stock to be issued in the 
Merger to be listed on the Nasdaq National Market 
System, subject only to official notice of issuance 
thereof.

SECTION 8.06 Survival of Representations and Warranties; 
Indemnification;.

     (a)     Notwithstanding any right of any party to 
the Agreement to fully investigate the affairs of any 
other party to the Agreement and notwithstanding any 
knowledge of facts determined or determinable by any 
party pursuant to such investigation or right of 
investigation, each party to the Agreement has the right 
to rely fully upon the representations and warranties of 
any other party to the Agreement contained in this 
Agreement or in any Schedule or Exhibit or any closing 
certificate furnished or to be furnished by any such 
other party pursuant to this Agreement or in connection 
with the Merger.  Except as expressly set forth in 
Articles IV and V of this Agreement, and in the 
Schedules and Exhibits hereto and in any closing 


                                                                Page 41 of 54
<PAGE> 


certificate delivered in connection herewith, the 
Company and the Shareholders make no representation or 
warranty with respect to the Company, its Subsidiaries 
or the Shareholders, or any of their respective assets, 
liabilities or operations, and any such other 
representations or warranties are hereby expressly 
disclaimed.  Except as expressly set forth in Article VI 
of this Agreement, and in the Schedules and Exhibits 
hereto and in any closing certificate delivered in 
connection herewith, the Acquiror makes no 
representation or warranty with respect to the Acquiror 
or its Subsidiaries, or any of their respective assets, 
liabilities or operations, and any such other 
representations or warranties are hereby expressly 
disclaimed.  

     (b)     All representations and warranties of the 
Company, the Shareholders and the Acquiror contained 
herein and in the Schedules and the Exhibits hereto and 
in any closing certificates delivered pursuant hereto 
shall survive the execution and delivery of this 
Agreement and the Closing; provided, however, that, 
notwithstanding the foregoing, the representations and 
warranties set forth in Articles IV, V and VI of this 
Agreement, and in the Schedules and Exhibits hereto and 
in any closing certificate delivered in connection 
herewith, relating to matters that would be expected to 
be resolved by an audit conducted in accordance with 
generally accepted auditing standards shall survive the 
execution and delivery of this Agreement and the Escrow 
Agreement and the Closing until the date of issuance of 
the report of Acquiror s independent public accountants 
with respect to the first audit of financial statements 
containing combined operations of Acquiror and the 
Company (the  Audit Date ), unless a notice of claim of 
a breach of such representation or warranty shall have 
been given prior to such date; and provided further that 
all other representations and warranties set forth in 
Articles IV, V and VI of this Agreement and in the 
Schedules and Exhibits hereto and in any closing 
certificate delivered in connection herewith shall 
survive the execution and delivery of this Agreement and 
the Escrow Agreement and the Closing until the first 
anniversary of the Effective Time, unless a notice of 
claim of a breach of such representation or warranty 
shall have been given prior to such date.  Nothing in 
this Agreement or the Escrow Agreement shall be deemed 
to limit any right or remedy of any party at law or in 
equity or for criminal activity or fraud.

     (c)     With respect to claims arising in 
connection with actions or omissions of the Company or 
any of the officers, directors, agents, employees or 
shareholders of the Company which occurred prior to the 
Effective Time or claims arising in connection with the 


                                                                Page 42 of 54
<PAGE> 


negotiation and consummation of the transactions 
contemplated by this Agreement, each of the 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 or Acquiror Sub against such 
Shareholder (whether such action, suit, proceeding, 
complaint, claim, or demand is pursuant to this 
Agreement, applicable law, or otherwise).

     (d)     The parties to this Agreement agree to 
indemnify one another on the terms set forth in the 
Escrow Agreement set forth as Exhibit 2.02 to this 
Agreement.

SECTION 8.07  Obligations of Acquiror Sub;.  Acquiror 
shall take all action necessary to cause Acquiror Sub to 
consummate the Merger on the terms and conditions set 
forth in this Agreement.

SECTION 8.08  Accounting Treatment;.  Acquiror, the 
Company and the Shareholders shall use best reasonable 
efforts and shall cooperate fully to allow the Merger 
and other transactions contemplated by this Agreement to 
be accounted for as a  pooling of interests  in 
accordance with GAAP acceptable to the SEC.

SECTION 8.09  Good Faith;.  Each party shall act in good 
faith in an attempt to cause all the conditions 
precedent to its obligations under this Agreement to be 
satisfied.  Each party will act in good faith and take 
all reasonable action within its capability necessary to 
render accurate as of the Effective Time its 
representations and warranties required to be true as of 
such time contained in this Agreement.

SECTION 8.10  Publication of Post-Merger Results;.  As 
soon as practicable following the Effective Time, and in 
any event not more than 40 days after the calendar month 
commencing on or next following the Closing, Acquiror 
shall make publication sufficient to satisfy SEC rules 
governing pooling of interests accounting in such form 
of publication which complies with SEC rules covering at 
least one calendar month of post-Merger combined 
operations of Acquiror and Company.



                                                                Page 43 of 54
<PAGE> 


SECTION 8.11  Legend;.  Each certificate representing 
shares of Acquiror Common Stock issued pursuant to the 
Merger shall bear a legend substantially in the 
following form:

 The shares represented by this certificate have 
not been registered under the Securities Act of 
1933, as amended, and may not be offered, sold or 
otherwise transferred, pledged or hypothecated 
unless and until such shares are registered under 
such Act or an opinion of counsel satisfactory to 
the Company is obtained to the effect that such 
registration is not required. 

SECTION 8.12  Employee Benefit Plan;.  The Company shall 
not make, nor shall it allow any participant to make, 
contributions to the Company s 401(k) benefit plan after 
December 31, 1996.

SECTION 8.13 Confidentiality and Non-Competition 
Agreement;.  The Company and the Shareholder shall use 
their best reasonable efforts to cause the following 
employee(s) of the Company to enter into a 
confidentiality and non-competition agreement in the 
form attached as Exhibit 9.01(c)(v): Bill Hatfield.

                     ARTICLE IX

                 CLOSING CONDITIONS

SECTION 9.01  Conditions to Obligations of Each Party 
Under This Agreement;.

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

          (i)     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 any securities of 
the Company or any of its Subsidiaries; (b) imposing or 
seeking to impose limitations on the ability of Acquiror 
to combine and operate the business and assets of the 


                                                                Page 44 of 54
<PAGE> 


Company with any of Acquiror s Subsidiaries or other 
operations; (c) imposing or seeking to impose other 
sanctions, damages or liabilities arising out of the 
Merger on the Acquiror, Acquiror Sub 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 business, assets or property 
of the Company or any of its Subsidiaries; or (e) 
restraining, enjoining or prohibiting or seeking to 
restrain, enjoin or prohibit the consummation of the 
Merger, which, in the case of claims (a) through (d) 
above, would or is reasonably likely to result in a 
Company Material Adverse Effect at or prior to the 
Effective Time or an Acquiror Material Adverse Effect 
at, prior to or after the Effective Time or which, with 
respect to clauses (a) through (e) above, would or is 
reasonably likely to subject any of their respective 
officers or directors to substantial penalties or 
criminal liability; provided, however that prior to 
invoking this condition the party seeking to invoke it 
shall have used its best reasonable efforts to have any 
such action or proceeding dismissed or such order or 
decree vacated.

          (ii)     All consents, waivers, approvals and 
authorizations required to be obtained, and all filings 
or notices required to be made, by Acquiror and Acquiror 
Sub and the Company or any Subsidiary prior to 
consummation of the transactions contemplated in this 
Agreement (other than the filing of Articles of Merger 
in accordance with the Colorado Code) 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 Effective Time or an Acquiror Material Adverse 
Effect after the Effective Time or be reasonably likely 
to subject the Company, Acquiror, Acquiror Sub 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 
11.03, the respective obligations of the Company and the 
Shareholders to effect the Merger and the other 
transactions contemplated by this Agreement shall be 
subject to the satisfaction at or prior to the Effective 
Time of the following conditions:

          (i)     The Escrow Agreement, substantially in 
the form of attached Exhibit 2.02, shall have 
been executed by the Acquiror.

          (ii)     The Registration Agreement, 


                                                                Page 45 of 54
<PAGE> 


substantially in the form of attached 
Exhibit 2.03, shall have been executed by the 
Acquiror.

          (iii)     [intentionally omitted]

          (iv)     [intentionally omitted]

          (v)     Each of the representations and 
warranties of Acquiror contained in this 
Agreement shall be true and correct in all 
material respects as of the Effective Time, as 
though made on and as of the Effective Time; 
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 of Acquiror, to that effect.

          (vi)     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 Effective Time.  The 
Company shall have received a certificate of 
Acquiror, executed by the Chief Executive 
Officer of Acquiror, to that effect.

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

          (viii)     The Company shall have received an 
opinion dated the Closing of Steel Hector & 
Davis LLP in a form mutually acceptable to 
Steel Hector & Davis LLP and Minor & Brown, 
P.C.

(ix)     The Company shall have received an 
opinion dated the Closing of Gorsuch Kirgis 
L.L.C. in a form mutually acceptable to 
Gorsuch Kirgis L.L.C., Minor & Brown, P.C. and 
Steel Hector & Davis LLP.

     (c)     Subject to waiver as set forth in Section 
11.03, the obligations of the Acquiror to effect the 
Merger and the other transactions contemplated by this 
Agreement shall be subject to the satisfaction at or 
prior to the Effective Time of the following conditions:

          (i)     The Escrow Agreement, substantially in 
the form of attached Exhibit 2.02, shall have 
been executed by the Shareholders.


                                                                Page 46 of 54
<PAGE> 


          (ii)     The Registration Agreement, 
substantially in the form of attached 
Exhibit 2.03, shall have been executed by the 
Shareholders.

          (iii)     [intentionally omitted]

          (iv)     [intentionally omitted]

          (v)     A Non-Competition and Confidentiality 
Agreement, substantially in the form of 
attached Exhibit 9.01(c)(v), shall have been 
entered into and executed by each of the 
following persons:

               (a)     Thomas Preslan
               (b)     Joan Weder
               (c)     Rick Taibl
               (d)     Kris Smith

          (vi)     All amounts owed by the Company to 
any one or more of the Shareholders or to any 
person controlled or owned by Robert J. 
Quinette and/or Michael C. Koltak shall have 
been satisfied and the obligation be no longer 
outstanding.

          (vii)     The management agreement between 
Excel Business Services Incorporated and the 
Company shall have been terminated and shall 
be of no further force or effect and no 
amounts shall be outstanding thereunder.

          (viii)     The Acquiror shall have received an 
opinion of Price Waterhouse LLP, independent 
certified accountants, satisfactory to 
Acquiror concerning accounting for the 
transaction, including an opinion that the 
Merger satisfies all of the requirements for 
treatment as a pooling transaction under GAAP.  
The Affiliate Agreements shall be in full 
force and effect.

          (ix)     The Acquiror shall have received an 
opinion dated the Closing of Minor & Brown, 
P.C., in a form mutually acceptable to Minor & 
Brown, P.C. and Steel Hector & Davis LLP.

          (x)     Each of the representations and 
warranties of the Company and the Shareholders 
contained in this Agreement shall be true and 
correct in all material respects as of the 
Effective Time, as though made on and as of 
the Effective Time; provided, however, that 
those representations and warranties which 


                                                                Page 47 of 54
<PAGE> 


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 certificates of the Shareholders to 
that effect and a certificate of the Company, 
executed by the Chief Executive Officer of the 
Company, to that effect.

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

          (xii)     The Company shall have obtained the 
consents and approvals set forth in Section 
9.01(c)(xii) of the Company Disclosure 
Schedule and any other consents and approvals 
of third parties necessary to the consummation 
of the Merger, except those for which failure 
to obtain such consents and approvals would 
not have a Company Material Adverse Effect 
prior to or after the Effective Time or an 
Acquiror Material Adverse Effect after the 
Effective Time.

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

          (xiv)     All other certificates, opinions, 
instruments and documents required by law to 
effect the Merger will have been received in 
form and substance satisfactory to Acquiror.

          (xv)     A merger agreement between Staff 
Administrators of Western Colorado, Inc., its 
shareholders and the Acquiror, substantially 
in the form of Exhibit 7.01, (the  Western 
Colorado Merger Agreement ), shall have been 
executed by Staff Administrators of Western 
Colorado, Inc. and the shareholders thereof 
and all of the conditions to the consummation 
of the merger (the  Western Colorado Merger ) 
contemplated thereby (other than the 
consummation of the Merger) shall have been 
satisfied or waived by the party entitled to 
satisfaction thereof.

          (xvi)     All amounts owed to the Company or 


                                                                Page 48 of 54
<PAGE> 


any of its Subsidiaries by either of the 
Shareholders or by any person controlled or 
owned by Michael C. Koltak and/or Robert J. 
Quinette (including, without limitation, Excel 
Business Services, Inc.) shall have been paid 
in full, other than indebtedness in the amount 
of $126,362 owed to the Company by Excel 
Business Services, Inc., which indebtedness 
shall, on or prior to the Closing Date, have 
been assumed jointly and severally by the 
Shareholders and shall at the Closing Date be 
evidenced by an executed promissory note in 
the form attached as Exhibit 9.01(c)(xvi).  

(xvii)     The Acquiror shall have received an 
opinion, dated the Closing, of Stewart W. 
Olive, Esq. in a form mutually acceptable to 
Stewart W. Olive, Esq. and Steel Hector & 
Davis LLP.

(xviii) The Company shall provide evidence 
satisfactory to Acquiror that it has made 
refunds in the approximate amount of $19,000 
on or prior to December 31, 1996 to those 
highly compensated employees necessary to 
correct the Company s 1995 nondiscrimination 
test with respect to the Company s 401(k) 
plan.

                           ARTICLE X

                          TERMINATION

SECTION 10.01 Termination;.  This Agreement may be 
terminated at any time prior to the Effective Time:

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

     (b)     (i)     by Acquiror, if there has been a 
breach by the Company or the Shareholders of any of 
their respective covenants or agreements contained in  
this Agreement or if any of the representations and 
warranties of the Company or the Shareholders shall have 
become untrue; 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;

     (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 


                                                                Page 49 of 54
<PAGE> 


Governmental Entity preventing or prohibiting 
consummation of the Merger shall have become final and 
nonappealable; or

     (d)     by either Acquiror or the Company if the 
Merger shall not have been consummated before January 
31, 1997.

SECTION 10.02 Effect of Termination;.  In the event of 
the termination of this Agreement pursuant to Section 
10.01, this Agreement shall forthwith become void, and 
there shall be no liability under this Agreement on the 
part of Acquiror or the Company or any of their 
respective stockholders, officers or directors and all 
rights and obligations of each party hereto shall cease, 
except as provided in Section 10.03-Fees and Expenses.  
Notwithstanding anything herein to the contrary, the 
parties agree that if this Agreement is terminated, the 
obligations of the parties pursuant to the 
Confidentiality Agreement between Acquiror and Company, 
dated July 1, 1996, shall survive the termination of 
this Agreement.

SECTION 10.03  Fees and Expenses;.  (a)  All Expenses 
(as defined below) incurred by the parties shall be 
borne solely and entirely by the party which has 
incurred the same, except as follows:

          (i)  In the event of a termination of this 
Agreement by the Company as a result of a failure by 
Acquiror to consummate the Merger despite the 
satisfaction of the conditions to this Agreement (or the 
waiver by the Company and the Shareholders of those 
conditions set forth in Section 9.01(b)), the Acquiror 
shall indemnify the Company for the costs of the 
preparation of the Company s 1993 and 1994 audited 
financial statements by the Company s independent 
accountants.

          (ii)  In the event of a termination of this 
Agreement by the Acquiror pursuant to a breach of 
Section 7.02(g), the Company shall reimburse the 
Acquiror for all Expenses (as defined below) incurred by 
the Acquiror.

     (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 


                                                                Page 50 of 54
<PAGE> 


Agreement.


                        ARTICLE XI

                   GENERAL PROVISIONS

SECTION 11.01  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 22134
                         Telecopier no.: (305) 460-2396
                         Attention: General Counsel

     With a copy to:     Steel Hector & Davis LLP
                         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:  Staff Administrators, Inc.
                         12075 E. 45th Avenue, 
                         Vista Suite
                         Denver, CO 80237-2843
                         Telecopier No.: (303) 371-8970
                         Attn:  Robert J. Quinette
                              
     With a copy to:     Minor & Brown, P.C.
                         650 South Cherry Street
                         Cherry Creek Plaza, Suite 1100
                         Denver, CO 80222
                         Telecopier No.: (303) 320-6330
                         Attn:  Ned Minor, Esq.

     If to Robert J. Quinette: 

                         Robert J. Quinette
                         12075 E. 45th Avenue, 
                         Vista Suite
                         Denver, CO 80237-2843
                         Telecopier No.: (303) 371-8970




                                                                Page 51 of 54
<PAGE> 


     If to Michael C. Koltak:

                         Michael C. Koltak
                         5115 Hogan Court
                         Fort Collins, CO  80525
                         Telecopier No.: (907) 225-3954


SECTION 11.02 Amendment;.  Subject to applicable 
provisions of the Colorado Code or the Florida Act, this 
Agreement may be amended by the parties by action taken 
by or on behalf of their respective Boards of Directors 
at any time prior to the Effective Time.  This Agreement 
may not be amended except by an instrument in writing 
signed by the parties.

SECTION 11.03 Waiver;.  At any time prior to the 
Effective Time, 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 for the benefit of the 
waiving party 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 only if set forth in an instrument in writing 
signed by the party or parties to be bound thereby.

SECTION 11.04 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 11.05 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.




                                                                Page 52 of 54
<PAGE> 


SECTION 11.06 Entire Agreement;.  This Agreement 
(together with the Exhibits, the Schedules and any 
closing certificates), is intended as a full integration 
of the parties  understandings, 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 11.07 Assignment;.  This Agreement shall not be 
assigned without the written consent of the other 
parties hereto.

SECTION 11.08 Parties in Interest;.  This Agreement 
shall be binding upon and inure solely to the benefit of 
each party and to that party s permitted successors, 
assigns, heirs and personal representatives, 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 11.09 Governing Law;.  This Agreement shall be 
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 11.10  Counterparts; Facsimile Signatures;.  
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.  
The parties hereby acknowledge and agree that facsimile 
signatures of this Agreement and any Exhibit hereto 
shall have the same force and effect as original 
signatures.

SECTION 11.11 Attorneys  Fees;.  If any party shall 
commence any action or proceeding against another party 
in order to enforce the provisions hereof, or to recover 
damages as the result of the alleged breach of any of 
the provisions hereof, the prevailing party therein 
shall be entitled to recover all reasonable costs 
incurred in connection therewith, including, but not 
limited to, reasonable attorneys  fees and expenses.

[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]

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



                                                                Page 53 of 54
<PAGE> 


THE VINCAM GROUP, INC.


By:
Name:
      -------------------------------
Title:
      -------------------------------


STAFF ADMINISTRATORS, INC.


By:
Name:
      -------------------------------
Title:
      -------------------------------

SHAREHOLDERS


-------------------------------------
Michael C. Koltak


-------------------------------------
Robert J. Quinette





























                                                                Page 54 of 54
<PAGE>                                                     Exhibit 2.02


                           ESCROW AGREEMENT

     Escrow Agreement entered into as of ---------------, 
199- (the  Agreement ), by and among The Vincam 
Group, Inc., a Florida corporation ( Acquiror ), Michael 
C. Koltak, Robert J. Quinette and Norwest Bank Colorado, 
N.A. (the  Indemnification Escrow Agent ).  In this 
Agreement, Messrs. Koltak and Quinette are referred to 
collectively as the  Shareholders  and individually as a  
Shareholder. 

RECITALS:

     1.     Acquiror, Staff Administrators, Inc., a 
Colorado corporation (the  Company ),  and the 
Shareholders have entered into an Agreement and Plan of 
Merger dated as of-------------, 1996 (the  Merger Agreement).

     2.     It is a condition of the Merger Agreement 
that the parties hereto enter into
this Agreement.

     3.     Unless otherwise specified herein, all 
capitalized terms shall have the meanings provided in 
the Merger Agreement, which meanings are hereby 
incorporated herein by reference .

               NOW, THEREFORE, in consideration of the 
premises and of the mutual provisions, agreements and 
covenants herein contained, Acquiror, the Shareholders 
and the Indemnification Escrow Agent agree as follows:

     Section 1.  Delivery of Indemnification Escrow 
Shares to Indemnification Escrow Agent.  At the Closing, 
Acquiror will deliver to the Indemnification Escrow 
Agent the Indemnification Escrow Shares, with stock 
powers related thereto duly endorsed in blank.  The 
Indemnification Escrow Shares shall be held by the 
Indemnification Escrow Agent pursuant to the terms of 
this Agreement.

     Section 2.  Survival of Representations and 
Warranties.  Notwithstanding any right of any party to 
the Merger Agreement to fully investigate the affairs of 
any other party to the Merger Agreement and 
notwithstanding any knowledge of facts determined or 
determinable by any party pursuant to such investigation 
or right of investigation, each party to the Merger 
Agreement has the right to rely fully upon the 
representations and warranties of any other party to the 
Merger Agreement contained in the Merger Agreement or in 
any Schedule or Exhibit or any closing certificate 
furnished or to be furnished by any such other party 
pursuant to the Merger Agreement or in connection with 
the Merger.  Except as expressly set forth in Articles 


                                                                Page 1  of 17
<PAGE>


IV and V of the Merger Agreement, and in the Schedules 
and Exhibits thereto and in any closing certificate 
delivered in connection therewith, the Company and the 
Shareholders make no representation or warranty with 
respect to the Company, its Subsidiaries or the 
Shareholders, or any of their respective assets, 
liabilities or operations, and any such other 
representations or warranties are hereby expressly 
disclaimed.  Except as expressly set forth in Article VI 
of the Merger Agreement, and in the Schedules and 
Exhibits thereto and in any closing certificate 
delivered in connection therewith, the Acquiror makes no 
representation or warranty with respect to the Acquiror 
or its Subsidiaries, or any of their respective assets, 
liabilities or operations, and any such other 
representations or warranties are hereby expressly 
disclaimed.  All representations and warranties of the 
Company, the Shareholders and the Acquiror contained in 
the Merger Agreement and in the Schedules and Exhibits 
thereto and in any closing certificates delivered in 
connection therewith shall survive the execution and 
delivery of the Merger Agreement and this Agreement and 
the Closing; provided, however, that notwithstanding the 
foregoing, the representations and warranties set forth 
in Articles IV, V and VI of the Merger Agreement, and in 
the Schedules and Exhibits thereto and in any closing 
certificate delivered in connection therewith, relating 
to matters that would be expected to be resolved by an 
audit conducted in accordance with generally accepted 
auditing standards shall survive the execution and 
delivery of this Agreement and the Merger Agreement and 
the Closing until the date of issuance of the report of 
Acquiror s independent public accountants with respect 
to the first audit of financial statements containing 
combined operations of Acquiror and the Company (the  
Audit Date ), unless a notice of claim of a breach of 
such representation or warranty shall have been given 
prior to such date; and provided further that all other 
representations and warranties set forth in Articles IV, 
V and VI of the Merger Agreement, and in the Schedules 
and Exhibits thereto and in any closing certificate 
delivered in connection therewith, shall survive the 
execution and delivery of this Agreement and the Merger 
Agreement and the Closing until the first anniversary of 
the effective date and time (the  Effective Time ) 
specified in the Articles of Merger filed pursuant to 
Section 1.02 of the Merger Agreement  (the  
Indemnification Termination Date ), unless a notice of 
claim of a breach of such representation or warranty 
shall have been given prior to such date.  The Acquiror 
shall provide the Indemnification Escrow Agent with 
written notice specifying the Effective Time as promptly 
as practicable after the filing of such Articles of 
Merger.  Nothing in this Agreement or the Merger 
Agreement shall be deemed to limit any right or remedy 


                                                                Page 2  of 17
<PAGE>


of any party at law or in equity or for criminal 
activity or fraud.

     Section 3.  Indemnification.  

     (a) Subject to the survival period set forth in 
Section 2 above, Acquiror shall be indemnified and held 
harmless by the Shareholders, jointly and severally,  
from and against 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, 
liens, losses, expenses and fees, including court costs 
and reasonable attorneys  fees and expenses 
(collectively,  Adverse Consequences ) suffered by 
Acquiror or any Subsidiary of Acquiror (including the 
Surviving Corporation and any of its Subsidiaries) 
resulting from any inaccuracy in or breach of any of the 
representations and warranties of the Company and the 
Shareholders set forth in Article IV of the Merger 
Agreement, and in the Schedules and Exhibits thereto and 
in any closing certificate delivered in connection 
therewith, which has not been waived in writing by 
Acquiror on or prior to the Closing.

     (b)   Subject to the survival period set forth in 
Section 2 above, Acquiror shall be indemnified and held 
harmless by the Shareholders, severally, from and 
against all Adverse Consequences suffered by Acquiror or 
any Subsidiary of Acquiror (including the Surviving 
Corporation and any of its Subsidiaries) resulting from 
any inaccuracy in or breach of any of the 
representations and warranties of the Shareholders set 
forth in Article V of  the Merger Agreement, and in the 
Schedules and Exhibits thereto and in any closing 
certificate delivered in connection therewith, which has 
not been waived in writing by Acquiror on or prior to 
the Closing.

     (c) Subject to the survival period set forth in 
Section 2 above, each Shareholder shall be indemnified 
and held harmless by Acquiror from and against all 
Adverse Consequences suffered by the Shareholder 
resulting from any inaccuracy in or breach of any of the 
representations and warranties of the Acquiror set forth 
in Article VI of the Merger Agreement, and in the 
Schedules and Exhibits thereto and in any closing 
certificate delivered in connection therewith, which has 
not been waived in writing by the Shareholder on or 
prior to the Closing.

     (d)  Acquiror shall be indemnified and held 
harmless by the Shareholders, jointly and severally, 
from and against all Adverse Consequences suffered by 


                                                                Page 3  of 17
<PAGE>


Acquiror or any Subsidiary of Acquiror (including the 
Surviving Corporation and any of its Subsidiaries) 
arising out of: (i) the disallowance of the Company s 
deductions relating to workers  compensation reserves or 
management fees with respect to its federal taxes in 
respect of periods ending prior to the Effective Time in 
excess of amounts reserved therefor in the Company s 
Interim Financial Statements, (ii) Environmental Claims 
(as defined below) based on actions or omissions by 
Staff Administrators of CO, Inc. (formerly known as 
Assurance L.P.M., Inc.), or any of its officers, 
directors, employees, independent contractors, agents or 
shareholders occurring prior to the Effective Time, 
(iii) the failure of the Company s 401(k) Plan to be  
qualified  under the Internal Revenue Code of 1986, as 
amended, or to be operated and administered in 
accordance with applicable laws and regulations, and 
(iv) the failure by the Company to invest any 
performance deposits (i.e., deposits by the Company s 
clients of a prepayment to guarantee performance by the 
client under the Company s subscriber services 
agreement) made by the Company s clients in an interest-
bearing account for the benefit of such clients or to 
accrue interest payable to and/or to pay interest to 
such clients with respect to such deposits.  
Notwithstanding anything in this Agreement to the 
contrary, (x) the indemnification obligations of the 
Shareholders provided by paragraph (d)(i) and (d)(iii) 
shall survive until the earlier of the date the statute 
of limitations with respect to such tax or plan year 
expires and the date that the Surviving Corporation 
enters into a closing agreement with the IRS with 
respect to such tax or plan year and (y) the 
indemnification obligations of the shareholders provided 
by paragraphs (d)(ii) and (d)(iv) shall survive until 
the expiration of the applicable statute of limitation.   
Environmental Claim  shall mean any Adverse Consequence 
arising from or related to any violations or alleged 
violations of any federal, state or local law, ordinance 
or regulation designed to prohibit or regulate the 
release of pollutants or hazardous substances or 
materials into the environment, to reduce the 
quantities, prevent the release or minimize the 
hazardous characteristics of wastes, to assure that 
products are designed, packaged and used so that they do 
not present unreasonable risks to human health or the 
environment when used or disposed of, to protect natural 
resources or species, and to reduce the risks inherent 
in transportation of hazardous substances, pollutants, 
oil or other potentially harmful substances.

     (e)  The liability of each Shareholder hereunder 
shall in no event exceed an amount equal to 250,000 
times the average closing price, as reported on the 
Nasdaq National Market, of a share of Acquiror Common 


                                                                Page 4  of 17
<PAGE>


Stock for the ten (10) days on which Acquiror Common 
Stock has traded, immediately preceding the Closing Date 
(such average closing price per share of Acquiror Common 
Stock being referred to herein as the  Market Value ).  
The liability of the Acquiror hereunder shall in no 
event exceed an amount equal to 500,000 times the Market 
Value per share of Acquiror Common Stock.  

     (f)  No party shall have any liability for 
indemnification pursuant to Sections 3(a), (b) or (c) 
hereof until the cumulative and aggregate amount of the 
Adverse Consequences suffered by the party making a 
claim for indemnification exceeds forty thousand dollars 
($40,000) (the  Indemnification Threshold ), and then 
only for the amount by which such Adverse Consequences 
exceed the Indemnification Threshold.  The 
Indemnification Threshold shall not apply to the 
indemnification obligations of the Shareholders set 
forth in Section 3(d) hereof.

     Section 4.  Distributions and Claims.

     (a)     Upon obtaining knowledge of any state of 
facts, claim or demand which has given rise to, a claim 
for indemnification hereunder (referred to herein as an  
Indemnification Claim ), the party seeking 
indemnification (the  Indemnified Party ) shall give 
written notice of such state of facts, claim or demand, 
specifying, if applicable, the section of the Merger 
Agreement containing the representation and warranty 
giving rise to the claim or demand ( Notice of Claim ) 
to the party from whom indemnification is sought (the  
Indemnifying Party ) and to the Indemnification Escrow 
Agent.  In the event that a Notice of Claim is given by 
Acquiror after the date all Indemnification Escrow 
Shares have been delivered to Acquiror in satisfaction 
of other Indemnification Claims, such Notice of Claim 
shall be delivered only to the each of the Shareholders.    
No party shall be entitled to give a Notice of Claim 
after the Indemnification Termination Date except with 
respect to (i) any matter which was the subject of a 
Notice of Claim given prior to such date or (ii) a claim 
by Acquiror pursuant to Section 3(d). The Notice of 
Claim shall set forth the amount of the Adverse 
Consequences suffered, or which may be suffered, by the 
Indemnified Party and in the case of a Notice of Claim 
delivered by the Acquiror after the date all 
Indemnification Escrow Shares have been delivered to the 
Acquiror in satisfaction of other Indemnification 
Claims, the amount to be paid by the Shareholders.  
Subject to the applicable survival periods set forth in 
section 2 hereof, no failure or delay by the Indemnified 
Party in the giving a Notice of Claim shall reduce or 
otherwise affect the Indemnified Party s right to 
indemnification hereunder except to the extent that the 


                                                                Page 5  of 17
<PAGE>


Indemnifying Party has been prejudiced thereby.  The 
date of a Notice of Claim shall be deemed to be:

     (x)     the second business day after the 
date of the postmark on the registered or 
certified mail (postage prepaid, return 
receipt requested) containing the Notice of 
Claim;

     (y)     if the Notice of Claim is 
personally delivered, the date of such 
personal delivery;

               (z)     if the Notice of Claim is sent by 
overnight courier, the first business day 
following the deposit of such Notice of Claim 
with such courier.
           
     (b)(i)     Upon receipt at any time prior to the 
Indemnification Termination Date of a Notice of Claim, 
the Indemnification Escrow Agent shall, subject to the 
provisions of Section 4(b)(ii) hereof, deliver to 
Acquiror as promptly as practicable after expiration of 
the twenty-day notice period, Indemnification Escrow 
Shares having an aggregate Market Value (as of the date 
of the Notice of Claim) equal to the amount set forth in 
the Notice of Claim rounded up to the next number of 
whole shares.

     (ii)     Each Shareholder shall have twenty (20) 
days from the date of a Notice of Claim within which to 
object, by written notice of objection given to Acquiror 
and the Indemnification Escrow Agent, to any 
Indemnification Claim (a  Challenged Claim ).  If notice 
of objection to any such claim is not provided by either 
Shareholder, the validity and stated amount of the claim 
will be deemed to have been accepted (such claims being 
referred to herein as  Accepted Claims ).  In the case 
of Accepted Claims, each Shareholder shall have twenty 
(20) days from the date of a Notice of Claim to elect in 
writing to satisfy such claim in cash rather than 
Indemnification Escrow Shares.  Such written notice 
shall be delivered to the Indemnification Escrow Agent 
and the Acquiror prior to the expiration of such twenty 
day period and payment of the Indemnification Claim 
shall be made in immediately available funds within five 
(5) days of the delivery of such notice in the case of 
an Accepted Claim.  The parties shall submit the matter 
of a Challenged Claim to arbitration in accordance with 
Section 8 hereof.  In the case of a Challenged Claim, 
each Shareholder shall have twenty (20) days from the 
date of the arbitration award to elect in writing to 
satisfy such claim in cash rather than Indemnification 
Escrow Shares.  Such written notice shall be delivered 
to the Indemnification Escrow Agent and the Acquiror 


                                                                Page 6  of 17
<PAGE>


prior to the expiration of such twenty day period and 
payment of the Indemnification Claim shall be made in 
immediately available funds within five (5) days of the 
delivery of such notice.  If a Notice of Claim sets 
forth a claim or demand asserted by a third party (a  
Third Party Claim ), the provisions of Section 4(d) 
shall apply.

     (iii)     The Indemnification Escrow Agent shall 
retain in escrow after the Indemnification Termination 
Date the number of Indemnification Escrow Shares 
(rounded up to the nearest whole share) having an 
aggregate Market Value  (as of the Indemnification 
Termination Date) equal to the dollar amount of all 
Challenged Claims and pending or threatened 
Indemnification Claims which have not been finally 
determined ( Pending Claims ).  The  dollar amount  of 
any Pending Claim shall be calculated by Acquiror, using 
its reasonable discretion, assuming the maximum possible 
Adverse Consequences; provided, however, that with 
respect to a Pending Claim in respect of a third party 
action for which legal action has not been taken against 
Acquiror or the Surviving Corporation within two years 
following the Notice of Claim (the  Period ), then the 
dollar amount of such Pending Claim shall be as agreed 
upon by Acquiror and the Shareholders, and if they 
cannot agree within 90 days of the end of the Period, 
then such dollar amount shall be determined by 
arbitration in accordance with Section 8 herein.

     (iv)     Notwithstanding the Shareholders  
continued indemnification obligation pursuant to Section 
3(d) hereof, on the Indemnification Termination Date, 
the Indemnification Escrow Agent shall deliver to the 
Shareholders the balance of the Indemnification Escrow 
Shares not delivered to Acquiror or retained in escrow 
pursuant to Section 4(b)(iii).  Each Shareholder shall 
receive his proportional share interest in such 
distribution, to be determined as follows: the number of 
Indemnification Escrow Shares to be delivered to each 
Shareholder shall be equal to the total number of 
Indemnification Escrow Shares to be delivered to both 
Shareholders multiplied by a fraction, the numerator of 
which is the number of Indemnification Escrow Shares 
deposited by the Acquiror with the Indemnification 
Escrow Agent for such Shareholder s account at the 
Effective Time of the Merger, and the denominator of 
which is the aggregate number of Indemnification Escrow 
Shares deposited by the Acquiror with the 
Indemnification Escrow Agent at the Effective Time of 
the Merger.

     (v)     [Intentionally omitted].




                                                                Page 7  of 17
<PAGE>


     (vi)     Upon receipt at any time prior to the 
Indemnification Termination Date of a Notice of Claim 
made pursuant to Section 3(c) hereof, Acquiror shall, 
subject to the provisions of Section 4(b)(vii) hereof, 
deliver to the Shareholder within five (5) days of the 
expiration of the twenty-day notice period cash equal to 
the amount set forth in the Notice of Claim.

     (vii)     Acquiror shall have twenty (20) days from 
the date of a Notice of Claim within which to object, by 
written notice to the Shareholder, to any 
Indemnification Claim (an  Acquiror Challenged Claim ).  
If notice of objection to any such claim is not provided 
by Acquiror to Shareholder, the validity and stated 
amount of the claim will be deemed to have been 
accepted. The parties shall submit the matter of a 
Acquiror Challenged Claim to arbitration in accordance 
with Section 8 hereof.  If a Notice of Claim sets forth 
a Third Party Claim, the provisions of Section 4(d) 
shall apply.

     (c)     Indemnification Escrow Shares that are not 
distributed to the Shareholders on the Indemnification 
Termination Date because they have been retained 
pursuant to Section 4(b)(iii) shall be distributed (as 
appropriate) as promptly as practicable after 
disposition of each such Pending Claim.  Upon the date 
after which the last of all Challenged Claims and all 
other Pending Claims have been finally determined and 
the final distribution has been made to Acquiror (the  
Termination Date ), the balance of all Indemnification 
Escrow Shares shall be delivered to the Shareholders in 
accordance with Section 4(b)(iv).

     (d)(i)     In the event of a Third Party Claim, 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 10 days after the 
date of the Notice of Claim concerning the commencement 
or assertion 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 
reasonably 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, 


                                                                Page 8  of 17
<PAGE>


the Third Party Claim is not, in the good faith judgment 
of the Indemnified Party, likely to establish a 
precedent adverse to the continuing business interests 
of the Indemnified Party (provided, however, that in no 
event shall the Indemnifying Party be liable for Adverse 
Consequences in excess of the amount for which the 
Indemnifying Party can establish, to the reasonable 
satisfaction of the Indemnified Party, that such Third 
Party Claim could  be settled without regard to such 
potential adverse precedent) and (E) the Indemnifying 
Party conducts the defense of the Third Party Claim 
actively and diligently as reasonably determined in good 
faith by the Indemnified Party.

     (ii)     So long as the Indemnifying Party is 
conducting the defense of the Third Party Claim in 
accordance with Section 4(d)(i) 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).

     (iii)     In the event any of the conditions in 
Section 4(d)(i) above is not satisfied or ceases to be 
satisfied, 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 4.

     (iv)     Within 10 days of the date a court of 
competent jurisdiction or arbitrator shall determine 
that the Indemnified Party is liable for all or a 
portion of the monetary liability arising out of any 
Third Party Claim or a settlement is reached, the 
Indemnifying Party shall be obligated to deliver to the 
Indemnified Party cash or shares of Acquiror Common 


                                                                Page 9  of 17
<PAGE>


Stock having a Market Value, calculated as of the date 
of such determination, equal to such liability or 
settlement. The parties shall submit disputes regarding 
any payments due under this Section 4(d)(iv) to 
arbitration in accordance with Section 8.
     (v)     The Indemnifying Party and the Indemnified 
Party shall cooperate in the defense or prosecution of 
any Third Party Claim and shall furnish or cause to be 
furnished such records, information and testimony, and 
attend such conferences, discovery proceedings, 
hearings, trials or appeals, as may be requested in 
connection therewith.

     Section 5.  Voting Rights and Distributions.
    
     (a)     The Indemnification Escrow Shares, unless 
and until delivered to Acquiror pursuant to this 
Agreement, shall be registered in the respective names 
of the Shareholders, who shall be entitled to vote their 
respective Indemnification Escrow Shares.  All cash 
dividends or distributions of assets declared by 
Acquiror with respect to its Common Stock prior to the 
Indemnification Termination Date, shall be paid directly 
to the Shareholders as if each had received all of the 
shares of Acquiror Common Stock deliverable to him at 
the Effective Time of the Merger and no shares had been 
placed into escrow under this Agreement (subject to 
reduction to reflect the delivery of Indemnification 
Escrow Shares to Acquiror under this Agreement).

     (b)     All shares of Acquiror Common Stock 
relating to Indemnification Escrow Shares still held by 
the Indemnification Escrow Agent under this Agreement 
and resulting from conversion, stock dividend, stock 
split, reclassification, recapitalization or corporate 
reorganization of Acquiror, shall be delivered to the 
Indemnification Escrow Agent when deliverable to holders 
of other outstanding shares of Acquiror Common Stock, 
shall be credited to the accounts of the Shareholders 
and shall constitute additional Indemnification Escrow 
Shares.
     
     Section 6.  Interest in Indemnification Escrow 
Shares.  The interest of the Shareholders in the 
Indemnification Escrow Shares (until released to them 
hereunder) is nonassignable and shall be transferable 
only by operation of law.

     Section 7.  Provisions Concerning the 
Indemnification Escrow Agent.
    
     (a)     The Indemnification Escrow Agent shall be 
entitled to the compensation described on Exhibit A 
hereto for all services rendered hereunder and to 
reimbursement of reasonable out-of-pocket expenses 


                                                                Page 10 of 17
<PAGE>


incurred by it in the performance of its obligations 
hereunder.  The Indemnification Escrow Agent shall be 
entitled to employ such legal counsel and other experts 
as it may deem necessary to properly advise it in 
connection with its obligations hereunder, and may rely 
on the advice of such counsel, and may pay them 
reasonable compensation therefor.  The Acquiror shall 
bear 50% of all such fees and expenses and the 
Shareholders shall each bear 25% of such compensation, 
fees and expenses.  The Indemnification Escrow Agent has 
the right, regardless of any Notice of Claim or 
objection thereto it may receive, or any other 
instrument it may receive, to hold the Indemnification 
Escrow Shares until all expenses, fees and charges as 
described in this Agreement are fully paid.

     (b)     The Indemnification Escrow Agent shall not 
be liable for any diminution of value of the 
Indemnification Escrow Shares.  The Indemnification 
Escrow Agent shall have no authority to sell or 
otherwise dispose of or encumber the Indemnification 
Escrow Shares except as provided herein.

     (c)     Notwithstanding any other provisions herein 
contained, the Indemnification Escrow Agent may at all 
times act upon and in accordance with the joint written 
instructions of Acquiror and the Shareholders. The 
Indemnification Escrow Agent shall not be liable for any 
act done or omitted by it in accordance with such 
instructions or pursuant to the advice of counsel of its 
selection.

     (d)     The duties and responsibilities of the 
Indemnification Escrow Agent shall be limited to those 
expressly set forth in this Agreement and instructions 
given to the Indemnification Escrow Agent pursuant to 
this Agreement, and the Indemnification Escrow Agent 
shall not be subject to, nor obligated to recognize, any 
other agreement between any or all of the parties hereto 
even though reference thereto may be made herein; 
provided, however, this Agreement may be amended 
pursuant to Section 16 hereof.   The Indemnification 
Escrow Agent shall advise Acquiror and each of the 
Shareholders from time to time, upon request, as to (i) 
the number of Indemnification Escrow Shares represented 
by certificates held by the Indemnification Escrow 
Agent, and (ii) the number of Indemnification Escrow 
Shares distributed by the Indemnification Escrow Agent 
to the Acquiror.

     (e)     The Indemnification Escrow Agent shall not 
be responsible for the sufficiency or accuracy of the 
form, execution, validity or genuineness of documents or 
securities now or hereafter deposited hereunder, or of 
any endorsement thereof, or for any lack of endorsement 


                                                                Page 11 of 17
<PAGE>


thereon, or for any description therein, nor shall it be 
responsible or liable in any respect on account of the 
identity, authority or rights of the persons executing 
or delivering or purporting to execute or deliver any 
such document, security or endorsement of this 
Agreement, and the Indemnification Escrow Agent shall be 
fully protected in relying upon any written notice, 
demand, certificate or document which it in good faith 
believes to be genuine.

     (f)     The Indemnification Escrow Agent is 
authorized, in its sole discretion, to disregard any and 
all notices or instructions given by any of the parties 
hereto or by any other person, firm or corporation, 
except only such notices or instructions as are herein 
provided for in this Agreement and orders or process of 
any court entered or issued with or without 
jurisdiction. If any property subject hereto is at any 
time attached, garnished or levied upon under any court 
order, or in case the payment, assignment, transfer, 
conveyance or delivery of any such property shall be 
stayed or enjoined by any court order, or in case any 
order, judgment or decree shall be made or entered by 
any court affecting such property or any part thereof, 
then and in any of such events, the Indemnification 
Escrow Agent is authorized, in its sole discretion, to 
rely upon and comply with any such order, writ, judgment 
or decree which the Indemnification Escrow Agent is 
advised by legal counsel of its own choosing is binding 
upon it; and if the Indemnification Escrow Agent 
complies with any such order, writ, judgment or decree, 
it shall not be liable to any of the parties hereto or 
to any other person, firm or corporation by reason of 
such compliance even though such order writ, judgment or 
decree may be subsequently reversed, modified, annulled, 
set aside or vacated.

     (g)     The Indemnification Escrow Agent may resign 
by giving thirty (30) days advance written notice to 
Acquiror and each of  the Shareholders and thereafter 
shall deliver the Indemnification Escrow Shares to such 
substitute escrow agent as Acquiror and the Shareholders 
shall jointly direct in writing.  If such discretion to 
deliver to a substitute escrow agent is not received by 
the Indemnification Escrow Agent within thirty (30) days 
after mailing such notice of resignation, it is 
unconditionally and irrevocably authorized, directed and 
empowered to deliver all items held by it to any other 
bank or trust company in the City of Denver with capital 
and surplus of at least $20,000,000 which is selected by 
the Indemnification Escrow Agent; such bank or trust 
company then shall hold the same as the Indemnification 
Escrow Agent, subject to the provisions hereof.

     (h)     In consideration of its acceptance of the 


                                                                Page 12 of 17
<PAGE>


appointment as the Indemnification Escrow Agent, the 
Acquiror and the Shareholders jointly and severally 
agree to indemnify and hold the Indemnification Escrow 
Agent harmless as to any liability incurred by it to any 
person, firm or corporation by reason of its having 
accepted the same or in carrying out any of the terms 
hereof (except as such liability may arise out of or be 
barred upon the gross negligence or willful misconduct 
of the Indemnification Escrow Agent), and to reimburse 
the Indemnification Escrow Agent for all its reasonable 
expenses, including, among other things, counsel fees 
and court costs, incurred by reason of its position 
hereunder or actions taken pursuant hereto.

     Section 8.  Arbitration.  Any dispute arising 
hereunder, including any dispute as to the 
enforceability or applicability of this arbitration 
provision, shall be submitted to final and binding 
arbitration under the Federal Arbitration Act and the 
auspices of the American Arbitration Association within 
ten (10) business days of the date that a notice of 
objection is delivered to the Indemnification Escrow 
Agent.  Such arbitration shall be conducted in Miami, 
Florida applying the governing law set forth in Section 
17 hereof and in accordance with the Commercial 
Arbitration Rules of the American Arbitration 
Association using the Florida Rules of Civil Procedure 
and the Florida Rules of Evidence.  The arbitrators 
shall consist of a panel of three (3) arbitrators (the  
Arbitrators ), one of whom shall be selected by the 
Shareholders within three business days of the date that 
a notice of objection is delivered to the 
Indemnification Escrow Agent, one of whom shall be 
selected by Acquiror within such three business day 
period, and one of whom, who shall act as chairman, to 
be selected by the other two arbitrators within two 
business days of the appointment of the last arbitrator 
selected.  If the two appointed arbitrators shall fail 
to select a third arbitrator within the such two 
business day period, the parties shall mutually select 
the third arbitrator.  If the parties are unable to 
agree within two business days thereafter as to the 
third arbitrator, then either party may request the 
American Arbitration Association to select the third 
arbitrator.  The arbitrators shall meet the 
qualifications and abide by the Code of Ethics for 
arbitrators in commercial disputes of the American 
Arbitration Association.  All costs and expenses of the 
arbitration, including actual attorneys  fees and 
disbursements, shall be allocated among the parties 
according to the Arbitrators  discretion.  The 
Arbitrators  award resulting therefrom may be confirmed 
and entered as a final judgment in any court of 
competent jurisdiction and enforced accordingly.  Each 
party hereto agrees to use its respective best efforts 


                                                                Page 13 of 17
<PAGE>


to conduct and conclude the arbitration of any dispute 
under this Agreement as quickly as possible.

     Section 9.  Interpleader.  If the parties to this 
Escrow Agreement disagree about the interpretation of 
this Escrow Agreement or about the rights and 
obligations of the Indemnification Escrow Agent or the 
propriety of any action contemplated by the 
Indemnification Escrow Agent, the Indemnification Escrow 
Agent may, but shall not be required to, (i) submit an 
action of interpleader to final and binding arbitration 
pursuant to Section 8 by delivering a written demand for 
arbitration to the other parties hereto in the manner 
described in Section 10 and (ii) transfer the 
Indemnification Escrow Shares to the arbitrators to 
resolve the disagreement.  If the Indemnification Escrow 
Agent transfers the Escrow Shares to the arbitrators and 
submits to the arbitrators an action of interpleader, 
the Indemnification Escrow Agent shall be released and 
relieved from all further obligation and liability 
hereunder.

     Section 10.  Notices.  All notices, requests, 
claims, demands and other communications hereunder shall 
be in writing and shall be given if delivered in person, 
by cable, telegram or telex (and shall be deemed to have 
been duly given on the date of delivery if so given), or 
by registered or certified mail (postage prepaid, return 
receipt requested) (and shall be deemed to have been 
duly given the second business day after the date of the 
postmark if so given) to the respective parties as 
follows:

     If to Acquiror:     The Vincam Group, Inc.
                         2850 Douglas Road
                         Coral Gables, FL 22134
                         Telecopier no.: (305) 460-2396
                         Attention: General Counsel

     With a copy to:     Steel Hector & Davis LLP
                         200 South Biscayne Boulevard, 
                         40th Floor
                         Miami, Florida 33131-2398
                         Telecopier No.: (305) 577-7001
                         Attention:  Ira N. Rosner, P.A.
                              
     If to Robert J. Quinette: 
                         Robert J. Quinette
                         12075 E. 45th Avenue, 
                         Vista Suite
                         Denver, CO 80237-2843
                         Telecopier No.: (303) 371-8970





                                                                Page 14 of 17
<PAGE>


     With a copy to:     Minor & Brown, P.C.
                         650 South Cherry Street
                         Cherry Creek Plaza, Suite 1100
                         Denver, CO 80222
                         Telecopier No.: (303) 320-6330
                         Attention:  Ned Minor, Esq.

     If to Michael C. Koltak:  
                         Michael C. Koltak
                         5115 Hogan Court
                         Fort Collins, CO  80525
                         (970) 225-3954

     With a copy to:     Minor & Brown, P.C.
                         650 South Cherry Street
                         Cherry Creek Plaza, Suite 1100
                         Denver, CO 80222
                         Telecopier No.: (303) 320-6330
                         Attention:  Ned Minor, Esq.
     If the Indemnification 
     Escrow Agent:   
                         Norwest Bank Colorado, N.A.
                         
                         --------------------
                         --------------------
                         --------------------
                         
     With a copy to:     
                         --------------------
                         --------------------
                         --------------------
                         
or to such other address as any party may have furnished 
to the others in writing in accordance herewith, except 
that notices of changes of address shall only be 
effective upon receipt.

     Section 11.  Headings.  The descriptive headings in 
this Agreement have been inserted for convenience only 
and shall not be deemed to limit or otherwise affect the 
construction of any provision hereof.

     Section 12.  Entire Agreement; Assignment.  This 
Agreement and the Merger Agreement constitutes the 
entire agreement among the parties with respect to the 
subject matter hereof and thereof and supersede all 
other prior agreements and understandings, both written 
and oral, among the parties or any of them with respect 
to the subject matter hereof and thereof.  The parties 
hereto acknowledge and agree that the Indemnification 
Escrow Agent is not a party to the Merger Agreement.  
This Agreement shall not be assigned by operation of law 
or otherwise.

     Section 13.  Parties in Interest.  This Agreement 


                                                                Page 15 of 17
<PAGE>


shall be binding upon and inure solely to the benefit of 
the parties hereto, and nothing in this Agreement, 
express or implied, is intended to confer upon any other 
person any rights or remedies of any nature whatsoever 
under or by reason of this Agreement.

     Section 14.  Validity.  The invalidity or 
unenforceability of any provision of this Agreement 
shall not affect the validity or enforceability of any 
other provisions of this Agreement, each of which shall 
remain in full force and effect, provided that 
enforcement of such other provisions in the absence of 
the invalid or unenforceable provisions does not deprive 
either the Company or Acquiror of the benefit of the 
bargain.

     Section 15.  Counterparts; Facsimile Signatures.  
This Agreement may be executed in two or more 
counterparts, each of which shall be deemed to be an 
original but all of which shall constitute one and same 
Agreement.  The parties hereto hereby acknowledge and 
agree that facsimile signatures of this Agreement shall 
have the same force and effect as original signatures.

     Section 16.  Modification.  The Indemnification 
Escrow Agent shall not be bound by any modification, 
cancellation or rescission of this Agreement unless in 
writing and signed by the Acquiror and the Shareholders.  
In no event, however, shall any modification of this 
Agreement, which shall affect the rights or duties of 
the Indemnification Escrow Agent, be binding on the 
Escrow Agent unless it shall have given its prior 
written consent.

     Section 17.  Governing Law.  This Agreement shall 
be 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 laws thereof.

     Section 18.  Pooling of Interest.  If any provision 
of this Agreement or the application of any such 
provision to any person or circumstance shall preclude 
the use of  pooling of interest  accounting treatment in 
connection with the Merger, then, at the Acquiror s sole 
option, such provision shall be of no force and effect 
to the extent, and solely to the extent, necessary to 
preserve such accounting treatment for the Merger, and 
in that event, the remainder of this Agreement shall not 
be affected, and in lieu of such provision there shall 
be added as part of this Agreement a provision as 
similar in terms as may be possible for the Merger to be 
treated as a  pooling of interests  for accounting 
purposes.



                                                                Page 16 of 17
<PAGE>


[The remainder of this page is intentionally left 
blank.]


     IN WITNESS WHEREOF, Acquiror, the Shareholders and 
the Indemnification Escrow Agent have caused this 
Agreement to be signed by their respective officers 
thereunto duly authorized, and their respective seals to 
be affixed hereto, as of the date first written above.

                              THE VINCAM GROUP, INC.

                                    
                              By:                              
                              Name:                              
                              Title:                              
                              I.R.S. Employer 
                              Identification No.: 59-2452823 
                                  
                              
                                                            
                              Robert J. Quinette
                              Social Security No. ###-##-####


                                                            
                              Michael C. Koltak
                              Social Security No. ###-##-####


                              NORWEST BANK COLORADO, N.A.
                              As Indemnification Escrow Agent
                                  

                              By:                              
                              Name:                              
                              Title:                              




















                                                                Page 17 of 17
<PAGE>                                                     Exhibit 2.03


                       REGISTRATION AGREEMENT


     THIS REGISTRATION AGREEMENT (this  Agreement ) is 
entered into as of January ---, 1997 by The Vincam 
Group, Inc., a Florida corporation ( Vincam ), and each 
of the undersigned shareholders of Vincam (individually 
a  Shareholder  and collectively the  Shareholders ).


Recitals

     Vincam has entered into an Agreement and Plan of 
Merger, dated as of December ---, 1996 (the  SAI Merger 
Agreement ), with Staff Administrators, Inc. ( SAI ), 
Michael C. Koltak and Robert J. Quinette, pursuant to 
which Vincam shall cause a subsidiary to merge with SAI 
(the  SAI Merger ) in exchange for shares of Vincam 
Common Stock, par value $.001 per share.  In addition, 
Vincam has entered into an Agreement and Plan of Merger, 
dated as of December ---, 1996 (the  Western Colorado 
Merger Agreement ), with Staff Administrators of Western 
Colorado, Inc., a Colorado corporation ( Western 
Colorado ), SAI and Kris A. Smith, pursuant to which 
Vincam shall cause a subsidiary to merge with Western 
Colorado (the  Western Colorado Merger ) in exchange for 
shares of Vincam Common Stock.   The shares of Vincam 
Common Stock to be issued to the Shareholders pursuant 
to the SAI Merger Agreement and the Western Colorado 
Merger Agreement shall hereinafter be referred to as the  
Registrable Shares.    Capitalized terms used but not 
defined herein shall have the respective meanings 
ascribed to them in the SAI Merger Agreement unless 
otherwise indicated in this Agreement.

     The Registrable Shares to be received by the 
Shareholders pursuant to the SAI Merger Agreement and 
the Western Colorado Merger Agreement have not been 
registered under the Securities Act of 1933, as amended 
(the  Securities Act ), or the securities laws of any 
state.

     In consideration of the purchase of the Registrable 
Shares and to induce SAI, Western Colorado and the 
Shareholders to enter into the respective merger 
agreements, Vincam has agreed to undertake to register 
the Registrable Shares under the Securities Act and 
applicable state securities laws.

Agreement

     1.     Registration of Registrable Shares by 
Vincam.  

     (a)     Within 10 days of the public release by 
Vincam, pursuant to the requirements of Section 8.10 of 

                                                                Page 1  of 12
<PAGE>


the SAI Merger Agreement, of a report including the 
combined financial results of Vincam and SAI for a 
period of at least 30 days of combined operations of 
Vincam and SAI (the  30 Day Report ) within the meaning 
of Accounting Series Release No. 135 as amended, of the 
Securities and Exchange Commission (the  Commission ), 
Vincam will prepare and file a registration statement on 
Form S-1 (or on any other form for the general 
registration of securities to be resold for cash) with 
the Securities and Exchange Commission (the  Commission 
) to cover 30% of the Registrable Shares (the  Initially 
Registered Shares  ) issued to each of the Shareholders.  
Thereafter,  Vincam will prepare and file a registration 
statement on Form S-1 (or on any other form for the 
general registration of securities to be resold for 
cash) with the Commission covering an additional 23.33% 
of the Registrable Shares on the first business day 
following each of the first, second and third 
anniversaries of the Closing Date.  Each of these 
registration statements is referred to herein 
individually as a  Registration Statement  and 
collectively as the  Registration Statements.   The 
Indemnification Escrow Shares (as such term is defined 
in the SAI Merger Agreement) shall constitute a portion 
of the Registrable Shares to be registered on the first 
business day following the third anniversary of the 
Closing Date.  All such Indemnification Escrow Shares, 
other than any such shares distributed to Vincam in 
satisfaction of claims made pursuant to the Escrow 
Agreement, shall be registered as part of the 
Registration Statement to be filed on the first business 
day following the third anniversary of the Closing Date.
     
     (b)     Vincam will use its best reasonable efforts 
to cause the Registration Statements to become effective 
and to effect the registration of the Registrable Shares 
under the Securities Act such that the Registrable 
Shares may be offered and sold by the Shareholders on a 
delayed or continuous basis in accordance with Rule 415 
under the Securities Act.  Notwithstanding the 
foregoing, Vincam may, at its option and in its sole 
discretion, register Registrable Shares prior to the 
dates set forth above.  In connection with the 
preparation and filing of the Registration Statements 
and any amendments or supplements thereto, Vincam will 
furnish to the Shareholders copies of all documents 
proposed to be filed, which documents will be subject to 
their review and reasonable approval with respect to any 
information contained therein concerning the 
Shareholders.  

     (c)     Vincam will pay all expenses of the 
registration, including without limitation legal and 
accounting fees and disbursements, blue sky fees and 
expenses, printing costs and related expenses arising 


                                                                Page 2  of 12
<PAGE>


out of the preparation, filing, amending and 
supplementing of the Registration Statements and any 
prospectus a part thereof, other than fees and 
disbursements of counsel, accountants and other advisors 
for the Shareholders, underwriting commissions and 
discounts, brokerage commissions, agents  fees and 
transfer taxes relating to the offer and sale of the 
Registrable Shares.

     2.     Registration of Registrable Shares in 
Underwritten Offering.   Vincam agrees that, at the 
option of the Shareholders and upon receipt of written 
notice from the Shareholders as hereinafter required, it 
will include the Initially Registered Shares in the 
first underwritten public offering of Vincam equity 
securities consummated after the  public release by 
Vincam of the 30 Day Report.  Vincam will provide each 
Shareholder with at least 10 business days  written 
notice prior to the filing of a registration statement 
relating to any such underwritten offering.  Each 
Shareholder shall have five business days from the 
receipt of such notice from Vincam within which to 
notify Vincam in writing of an election to participate 
in the underwritten offering.  If a Shareholder does not 
notify Vincam of such election within such period, 
Vincam shall have no further obligation to such 
Shareholder under this Section 2.  Such inclusion shall 
be prior to the inclusion of any shares of Vincam Common 
Stock held by any person other than the Shareholders; 
provided however, that such number of Initially 
Registered Shares included in such offering shall be 
subject to reduction to the extent that Vincam intends 
to sell shares of Common Stock in such underwritten 
offering and the underwriters thereof advise Vincam that 
it is appropriate, because of marketing factors, to 
limit the number of Initially Registered Shares to be 
included in such offering in order to permit Vincam to 
sell the shares to be offered for its own account.

     3.     Registration of Additional Securities.  
Vincam shall, at its option, be entitled to include in 
either or all of the Registration Statements Vincam 
securities, to be sold for its own account or the 
account of others; provided, however, that in the event 
that any of such Registration Statements shall be filed 
in connection with an underwritten public offering of 
Vincam securities, the inclusion of the Registrable 
Shares shall be prior to the inclusion of any shares of 
Vincam Common Stock held by any person other than the 
Shareholders.

     4.     Registration Procedures.  In connection with 
the registration of the Registrable Shares, Vincam will, 
as expeditiously as possible:



                                                                Page 3  of 12
<PAGE>


     (a)  prepare and file with the Commission such 
amendments and supplements to each Registration 
Statement and the prospectus (including documents 
incorporated by reference therein) a part thereof 
(a  Prospectus,  which term shall for all purposes 
of this Agreement include any amendments or 
supplements to such Prospectus) as are necessary to 
maintain the effectiveness of such Registration 
Statement and to comply with the provisions of the 
Securities Act and the Securities Exchange Act of 
1934, as amended (the  Exchange Act ), with respect 
to the disposition of the Registrable Shares until 
all of the Registrable Shares have been disposed of 
in accordance with the intended methods of 
disposition of the Shareholders, as set forth in 
the Registration Statement, or until counsel for 
Vincam has in writing advised Vincam and each 
Shareholder who continues to own Registrable Shares 
that such counsel is of the opinion that such 
Shareholder has no further obligation to comply 
with the registration requirements  of the 
Securities Act or to deliver a Prospectus meeting 
the requirements of Section 10(a) of the Securities 
Act in connection with further sales of Registrable 
Shares by such Shareholder, but in no event shall 
Vincam be required to maintain the effectiveness of 
any Registration Statement for a period of more 
than one year after the effective date thereof;

     (b)  furnish to each Shareholder two conformed 
copies of each Registration Statement and of each 
related amendment and supplement and in each case 
including all exhibits, a number of copies of the 
related Prospectus (including any related 
preliminary prospectus and summary prospectus), in 
conformity with the requirements of the Securities 
Act, and such other documents, as such Shareholder 
reasonably requests to facilitate the disposition 
of his or her Registrable Shares;

     (c)  use its best reasonable efforts to 
register or qualify the Registrable Shares under 
the securities or blue sky laws of those 
jurisdictions within the United States which each 
Shareholder reasonably requests, except that Vincam 
shall not be required to file a general consent to 
service of process or to qualify to do business as 
a foreign corporation in any jurisdiction wherein 
it is not so qualified, or to subject itself to 
taxation in any jurisdiction, and provided that 
Vincam reserves the right, in its sole discretion, 
not to register or qualify the Registrable Shares 
in any jurisdiction where the Registrable Shares do 
not meet such jurisdiction s requirements for 
registration or qualification;


                                                                Page 4  of 12
<PAGE>


     (d)  notify promptly each Shareholder, at any 
time when a Prospectus is required to be delivered 
under the Securities Act, of (i) the happening of 
any event as a result of which such Prospectus, as 
then in effect, includes an untrue statement of a 
material fact or omits to state a material fact 
required to be stated therein or necessary to make 
the statements made, in the light of the 
circumstances then existing, not misleading; and at 
the request of any Shareholder prepare, file with 
the Commission and furnish to such Shareholder a 
reasonable number of copies of a supplement to or 
an amendment of such Prospectus, so that, as 
thereafter delivered to the purchasers of such 
Registrable Shares, such Prospectus does not 
include an untrue statement of a material fact or 
omit to state a material fact required to be stated 
therein or necessary to make the statements made, 
in the light of the circumstances then existing, 
not misleading; (ii) the issuance by the Commission 
of a stop order suspending the effectiveness of a 
Registration Statement or the initiation of 
proceedings for such purpose; and (iii) the receipt 
by Vincam of any notification with respect to the 
suspension of the qualification or exemption from 
qualification of any of the Registrable Shares for 
sale in any jurisdiction or the initiation of 
proceedings for such purpose;

     (e)  otherwise use its best reasonable efforts 
to comply with the Securities Act, the Exchange Act 
and all applicable rules and regulations of the 
Commission, and make generally available to holders 
of its securities, as soon as practicable, an 
earnings statement covering the period of at least 
12 months, beginning with the first day of the 
first fiscal quarter next succeeding the effective 
date of each Registration Statement (as defined in 
Rule 158 under the Securities Act), which earnings 
statement shall satisfy the provisions of Section 
11(a) of the Securities Act; and

     (f)  use its best reasonable efforts to list 
the Registrable Shares on the automated quotation 
system and/or securities exchanges upon which 
Vincam s Common Stock is listed generally.

     Notwithstanding anything contained in this 
Agreement to the contrary, Vincam shall not be obligated 
to effect, or to take any action to effect, any 
registration pursuant to this Agreement or file any 
supplement or amendment thereto or to any Prospectus, 
if, in the good faith judgment of the Board of Directors 
of Vincam, such registration, supplement or amendment 
would contain disclosure which, in the good faith 


                                                                Page 5  of 12
<PAGE>


judgment of the Board of Directors, would be detrimental 
to Vincam at such time and which Vincam would not 
otherwise be obligated to disclose, or if, at the time 
it is required to file a registration statement pursuant 
to Section 1(a) hereof, Vincam is engaged or has fixed 
plans to engage in a registered public offering within 
90 days as to which the Shareholders may include the 
Registrable Shares otherwise required to be the subject 
of a  Registration Statement pursuant to Section 1(a) at 
that time.  In such event, Vincam may at its option 
defer the filing of such document for a period not in 
excess of 180 days from the date it is required to file 
such document and in such event, or upon the occurrence 
of any event described paragraph (d)(ii) or (d)(iii) 
above, each Shareholder shall at Vincam s written 
request refrain from making any sale or disposition of 
Registrable Shares which sale or disposition requires 
the delivery of a Prospectus until Vincam shall have 
given written notice that such sales or dispositions may 
resume, it being understood that Vincam shall use its 
best reasonable efforts to obtain the withdrawal of any 
stop order or the lifting of any suspension of 
qualification or exemption from qualification.  
     
     5.     Conditions to Registration. Each Shareholder 
s right to have Registrable Shares included in a 
Registration Statement shall be subject to the following 
conditions or limitations:

     (a)  The Shareholder shall furnish Vincam in a  
timely manner with all information required by the 
applicable rules and regulations of the Commission, 
including without limitation the proposed method of 
sale or other disposition of the Registrable 
Shares, the identity of and compensation to be paid 
to any person to be employed in connection 
therewith, and all other information as Vincam may 
reasonably require; and

     (b)  All Shareholders who desire to sell and 
distribute Registrable Shares over a period of 
time, or from time to time, at then prevailing 
market prices, shall execute and deliver to Vincam 
those written undertakings which Vincam and its 
counsel may reasonably require in order to assure 
full compliance with relevant provisions of the 
Securities Act and the Exchange Act; 

     (c)  Each Shareholder hereby agrees that upon 
the written request of Vincam and the managing 
underwriter of an underwritten offering of equity 
securities or debt securities convertible into 
equity securities of Vincam, it shall not sell 
publicly or otherwise transfer or dispose of any 
Registrable Shares or other equity securities of 


                                                                Page 6  of 12
<PAGE>


Vincam held by such Shareholder during the period 
starting up to 45 days prior to Vincam s good faith 
estimate of the date of filing with the Commission 
of, and ending on a date up to 90 days (or up to 
180 days if so requested by the underwriter) after 
the effective date of, a registration statement 
relating thereto, provided that Vincam is actively 
employing in good faith all reasonable efforts to 
cause such registration statement to become 
effective; and

     (d) To the extent that any Registrable Shares 
are included in an underwritten offering, the 
Shareholders so selling shall execute an 
underwriting agreement containing customary terms 
including, without limitation, with respect to 
indemnification provisions, and such other 
agreements as may be reasonably requested by Vincam 
and the underwriters. 

6.     Indemnification.

          6.1  Indemnification by Vincam.  Vincam will, 
to the extent permitted by law, indemnify and hold 
harmless each Shareholder who is the seller of 
Registrable Shares, each other person, if any, who 
participates as an underwriter, broker or dealer in the 
offering or sale of the Registrable Shares and each 
other person, if any, who controls any participating 
person within the meaning of the Securities Act, against 
any losses, claims, demands, damages or liabilities, 
joint or several, to which such indemnified person may 
become subject under the Securities Act or otherwise, 
insofar as the losses, claims, demands, damages or 
liabilities (or actions or proceedings in respect 
thereof) arise out of or are based upon (a) any untrue 
statement or alleged untrue statement of any material 
fact contained or incorporated by reference in a 
Registration Statement, a Prospectus or a preliminary or 
summary prospectus contained therein, any amendment or 
supplement thereto, or any document (or part thereof) 
incorporated by reference therein, or (b) the omission 
or alleged omission to state therein a material fact 
required to be stated therein or necessary to make the 
statements therein not misleading; and Vincam will 
reimburse each indemnified person for all legal or other 
expenses reasonably incurred by them in connection with 
investigating or defending any such loss, claim, demand, 
damage, liability, action or proceeding, except that 
Vincam will not be liable in any such case to the extent 
that the loss, claim, demand, damage or liability arises 
out of or is based upon an untrue statement or alleged 
untrue statement or omission or alleged omission made or 
incorporated by reference in such Registration 
Statement, Prospectus or  preliminary or summary 


                                                                Page 7  of 12
<PAGE>


prospectus, amendment or supplement in reliance upon and 
in conformity with  information furnished to Vincam by 
the indemnified person.  This indemnity shall remain in 
full force and effect regardless of any investigation 
made by or on behalf of an indemnified person and shall 
survive the transfer of Registrable Shares by a 
Shareholder.

          6.2  Indemnification by Shareholders.  Each 
Shareholder will, to the extent permitted by law, 
indemnify and hold harmless Vincam, each director of 
Vincam, each officer of Vincam who signs a Registration 
Statement, and each other person, if any, who controls 
Vincam, against any losses, claims, demands, damages or 
liabilities, joint or several, to which Vincam or such 
director, officer or controlling person may become 
subject under the Securities Act or otherwise, insofar 
as the losses, claims, demands, damages or liabilities 
(or actions or proceedings in respect thereof) arise out 
of or are based upon (a) any untrue statement or alleged 
untrue statement of any material fact contained or 
incorporated by reference in a Registration Statement, 
Prospectus or preliminary or summary prospectus 
contained therein, any amendment or supplement thereto, 
or any document (or part thereof) incorporated by 
reference therein, or (b) the omission or alleged 
omission to state therein a material fact required to be 
stated therein or necessary to make the statements 
therein not misleading, which untrue statement or 
alleged untrue statement or omission or alleged omission 
has been made or incorporated therein in reliance upon 
and in conformity with information furnished to Vincam 
by such Shareholder, and will reimburse Vincam and each 
director, officer and controlling person for all legal 
or other expenses reasonably incurred by them in 
connection with investigating or defending any such 
loss, claim, demand, damage, liability, action or 
proceeding.  This indemnity shall remain in full force 
and effect regardless of any investigation made by or on 
behalf of Vincam or such director, officer or 
controlling person and shall survive the transfer of 
Registrable Shares by such Shareholder.

          6.3  Notices of Claims.  Promptly after 
receipt by an indemnified party of a demand or notice of 
the commencement of any action or proceeding involving 
losses, claims, demands, damages or liabilities referred 
to in Section 6.1 or 6.2 (each, an  Indemnified Claim ), 
the indemnified party will, if a claim for 
indemnification is to be made against an indemnifying 
party, give written notice to the latter of the 
Indemnified Claim,  provided that the failure of any 
indemnified party to give notice as provided herein 
shall not relieve the indemnifying party of its 
obligations under Section 6.1 or 6.2, except to the 


                                                                Page 8  of 12
<PAGE>


extent that the indemnifying party is actually 
prejudiced by the failure to give notice.  Unless in the 
reasonable judgment of counsel for an indemnifying party 
a conflict of interest exists between such indemnifying 
party and the indemnified party or parties with respect 
to the Indemnified Claim, each indemnified party agrees 
to permit the indemnifying party to assume the defense 
of the Indemnified Claim with counsel reasonably 
satisfactory to the indemnified party or parties.  If 
the indemnifying party is not entitled to, or elects not 
to, assume the defense of an Indemnified Claim, it will 
not be obligated to pay the fees and expenses of more 
than one counsel for such indemnified party or parties 
with respect to the Indemnified Claim.  No indemnifying 
party will consent to entry of any judgment or enter 
into any settlement which does not include as an 
unconditional term the giving by the claimant or 
plaintiff to the indemnified party of a release from all 
liability in respect of the Indemnified Claim.

          6.4  Contribution.  If the indemnification 
provided for in Section 6.1 or 6.2 from the indemnifying 
party is unavailable to an indemnified party in respect 
of any losses, claims, demands, damages or liabilities 
referred to therein, then each indemnifying party, in 
lieu of indemnifying the indemnified party, shall 
contribute to the amount paid or payable by each 
indemnified party as a result of such losses, claims, 
demands, damages or liabilities in such proportion as is 
appropriate to reflect the relative fault of such 
indemnifying party on the one hand and of the 
indemnified party or parties on the other in connection 
with the statements or omissions that resulted in such 
loss, liability, claim, damage, or expense as well as 
any other relevant equitable considerations.  The 
relative fault of the indemnifying party and of the 
indemnified party shall be determined by reference to, 
among other things, whether the untrue or alleged untrue 
statement of a material fact or the omission or alleged 
omission to state a material fact relates to information 
supplied by the indemnifying party or by the indemnified 
party and the parties  relative intent, knowledge, 
access to information, and opportunity to correct or 
prevent such statement or omission.

     The parties agree that it would not be just and 
equitable if contribution pursuant to this Section 6 
were determined by pro rata allocation or by any other 
method of allocation which does not take account of the 
equitable considerations referred to in the immediately 
preceding paragraph.  No person liable for fraudulent 
misrepresentation (within the meaning of Section 11(f) 
of the Securities Act) shall be entitled to contribution 
from any person who was not liable for such fraudulent 
misrepresentation.


                                                                Page 9  of 12
<PAGE>


     7.     Expenses. Except as otherwise specifically 
provided in this Agreement, each party shall pay its own 
expenses incident to the performance or enforcement of 
this Agreement, including all fees and expenses of its 
counsel for all activities of counsel undertaken 
pursuant to this Agreement.

     8.     Notices. All notices and other 
communications under this Agreement shall be in writing 
and shall be (i) mailed by first class or express mail, 
postage prepaid, (ii) sent by telex, telegram, telecopy 
or other similar form of rapid transmission, confirmed 
by mailing (by first class or express mail, postage 
prepaid) written confirmation at substantially the same 
time as the rapid transmissions or (iii) personally, 
delivered to the receiving party.  All such 
communications shall be mailed, sent or delivered:

          (a)  If to Vincam, as specified in the Merger 
Agreement, or to such other person(s) or address(es) as 
Vincam shall have furnished to the other parties in 
writing; and

          (b)  If to any Shareholder, at its address as 
the same may appear on the records of Vincam or to such 
other address as it may have furnished in writing to 
Vincam.

     Any notice shall be deemed to be given when so 
mailed.  Any notice so sent by rapid transmission shall 
be deemed to be given when transmitted, and any 
communication so delivered in person shall be deemed to 
be given when receipted for by, or actually received by, 
the party (or its agent) to whom it is given.

      9.     Entire Agreement.  This Agreement 
constitutes the entire agreement among the parties with 
respect to its subject matter and supersedes all prior 
agreements and understandings between them as to its 
subject matter.

     10.     Waivers and Further Agreements.  A waiver 
of any of the terms or conditions of this Agreement 
shall be in writing and shall not operate as a waiver of 
any other breach of such terms or conditions or any 
other term or condition, nor shall any failure to 
enforce any provision hereof operate as a waiver of such 
provision or of any other provision.  No such written 
waiver shall be construed to effect a continuing waiver 
of the provision being waived, unless it specifically 
provides to the contrary, and no such waiver in any 
instance shall constitute a waiver in any other instance 
or for any other purpose or impair the right of the 
party against whom such waiver is claimed in all other 
instances or for all other purposes to require full 


                                                                Page 10 of 12
<PAGE>


compliance with such provision.  Each of the parties 
agrees to execute all further instruments and documents 
and to take all further action as the other parties may 
reasonably require in order to effectuate the purposes 
and intent of this Agreement.

     11.     Amendments.  This Agreement may not be 
amended nor shall any waiver, change, modification, 
consent or discharge be effected except by an instrument 
in writing executed by or on behalf of the party or 
parties against whom enforcement of any amendment, 
waiver, change, modification, consent or discharge is 
sought.

     12.     Assignment; Successors and Assigns.  This 
Agreement and the rights provided hereunder shall not be 
assignable but shall be binding upon and shall inure to 
the benefit of the parties and their respective 
successors, heirs, executors and legal representatives.

     13.     Restrictions on Transfer of Registrable 
Shares.  The Shareholders acknowledge that the 
Registrable Shares have not been registered under the 
Securities Act or the securities laws of any 
jurisdiction and may not be sold or transferred unless 
they are registered or Vincam receives an opinion of 
counsel reasonably satisfactory to Vincam that an 
exemption from applicable registration requirements is 
available.  The certificates representing the 
Registrable Shares will bear a restrictive legend to the 
foregoing effect until such time as such Registrable 
Shares are the subject of an effective Registration 
Statement.  Each of the Shareholders agrees not to sell 
or otherwise transfer any Registrable Shares except in 
compliance with the Securities Act and other applicable 
laws and the provisions hereof.  Each of the 
Shareholders may pledge his Registrable Shares, provided 
the pledgee agrees in writing not to sell or otherwise 
transfer pledged Registrable Shares except in compliance 
with the Securities Act and other applicable laws.  

     14.     Representations and Warranties of 
Shareholders.  Each of the Shareholders represents and 
warrants to Vincam that he is acquiring the Registrable 
Shares for his own account for investment purposes and 
not with a view toward the resale or distribution 
thereof, except pursuant to an available exemption from 
the registration requirement of the Securities Act or to 
the Registration Statement.

     15.     Severability.  Except as provided in 
Section 6.4, if any provision of this Agreement is held 
or deemed to be, or in fact is, invalid, inoperative or 
unenforceable for any reason, this Agreement shall be 
construed as though such invalid, inoperative or 


                                                                Page 11 of 12
<PAGE>


unenforceable provision had never been contained in this 
Agreement.

     16.     Governing Law.  This Agreement shall be 
governed by and construed and enforced in accordance 
with the laws of the State of Florida, regardless of the 
laws which might otherwise be applicable under 
principles of conflicts of law.

     17.     Counterparts; Facsimile Signatures.  This 
Agreement may be executed in two or more counterparts, 
each of which need not be executed by each of the 
parties and each of which shall be deemed an  original, 
but all of which together shall constitute one and the 
same instrument.  The parties hereby acknowledge and 
agree that facsimile signatures of this Agreement shall 
have the same force and effect as original signatures.  

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


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


The Vincam Group, Inc.     Shareholders


By:                           
Name:                                 
Robert J. Quinette
Title:                         
                                   
     Michael C. Koltak
     
                              
     Kris A. Smith

















                                                                Page 12 of 12
<PAGE>                                                            Exhibit 7.01













                       Agreement and Plan of Merger

                               by and among

                          The Vincam Group, Inc.,

              Staff Administrators of Western Colorado, Inc.,

               Staff Administrators, Inc. and Kris A. Smith


                            December 24, 1996



































<PAGE>


THE PAGINATION REFERENCE IN THE FOLLOWING TABLE OF CONTENTS MAKE
REFERENCE TO THE ORIGINAL DOCUMENT.

TABLE OF CONTENTS

     ARTICLE I
     THE MERGER                                      1
     SECTION 1.01  The Merger                        1
     SECTION 1.02  Effective Time                    1
     SECTION 1.03  Effect of the Merger              1
     SECTION 1.04  Articles of Incorporation; 
          By-Laws                                    2
     SECTION 1.05  Directors and Officers            2
     SECTION 1.06  Taking Necessary Action; 
          Further Action                             2
     SECTION 1.07  The Closing                       2

     ARTICLE II
     EFFECT ON CAPITAL STOCK; EXCHANGE OF 
          CERTIFICATES                               2
     SECTION 2.01 Effect on Capital Stock            2
     SECTION 2.02 Exchange of Certificates           3
     SECTION 2.03 Tax Treatment                      4
     SECTION 2.04 Registration Rights                4

     ARTICLE III
     DEFINITIONS                                     4

     ARTICLE IV
     REPRESENTATIONS AND WARRANTIES OF THE COMPANY 
          AND THE CORPORATE SHAREHOLDER              5
     SECTION 4.01  Authority; Enforceability         6
     SECTION 4.02  Disclosure                        6

     ARTICLE V                                       6
     REPRESENTATIONS AND WARRANTIESOF THE 
          SHAREHOLDERS                               6
     SECTION 5.01 Authority; Enforceability          6
     SECTION 5.02 Investment                         7
     SECTION 5.03  Company Shares.                   7
     SECTION 5.04 Share Ownership                    8
     SECTION 5.05  Brokers                           8
     SECTION 5.06 Disclosure                         8

     ARTICLE VI
     REPRESENTATIONS AND WARRANTIESOF ACQUIROR       8
     SECTION 6.01  Organization and Qualification    8
     SECTION 6.02  Capitalization                    8
     SECTION 6.03  Authority                         9
     SECTION 6.04  No Conflict, Required Filings and 
          Consents                                   9
     SECTION 6.05  Reports; Financial Statements     10
     SECTION 6.06  Absence of Certain Changes or 
          Events                                     11
     SECTION 6.07  Brokers                           11


                                        i
<PAGE>


     ARTICLE VII                                     11
     ADDITIONAL AGREEMENTS                           11
     SECTION 7.01  Public Announcements              11
     SECTION 7.02 NMS Listing                        11
     SECTION 7.03 Survival of Representations, 
          Warranties, Covenants and Agreements       11
     SECTION 7.04  Legend                            12
     SECTION 7.05 Reasonable Efforts; Further 
          Assurances                                 12
     SECTION 7.06 Termination of Purchase Agreement  12
     SECTION 7.07  Affiliate Agreements; Tax 
          Treatment                                  12
     SECTION 7.08  Update Disclosure; Breaches       13

     ARTICLE VIII
     CLOSING CONDITIONS                              13
     SECTION 8.01  Conditions to Obligations of
          Each Party Under This Agreement            13

     ARTICLE IX
     TERMINATION, AMENDMENT                          14
     SECTION 9.01 Termination                        14
     SECTION 9.02 Effect of Termination              15
     SECTION 9.03  Fees and Expenses                 15

     ARTICLE X
     GENERAL PROVISIONS                              15
     SECTION 10.01  Notices                          15
     SECTION 10.02 Amendment                         17
     SECTION 10.03 Waiver                            17
     SECTION 10.04 Headings                          17
     SECTION 10.05 Severability                      17
     SECTION 10.06 Entire Agreement                  17
     SECTION 10.07 Assignment                        18
     SECTION 10.08 Parties in Interest               18
     SECTION 10.09 Governing Law                     18
     SECTION 10.10  Counterparts; Facsimile 
          Signatures                                 18
     SECTION 10.11 Attorneys  Fees                   18

     EXHIBITS

     Exhibit 2.04          Registration Agreement
     Exhibit 7.07          Affiliate Agreement













                                        ii
<PAGE>


                 AGREEMENT AND PLAN OF MERGER

     This Agreement and Plan of Merger, dated as of 
December 24, 1996 (this  Agreement ), is by and among 
The Vincam Group, Inc., a Florida corporation ( Acquiror 
), Staff Administrators of Western Colorado, Inc., a 
Colorado corporation (the  Company ), Staff 
Administrators, Inc. (the  Corporate Shareholder ) and 
Kris A. Smith (the  Individual Shareholder ).  In this 
Agreement, the Corporate Shareholder and the Individual 
Shareholder are referred to collectively as the  
Shareholders. 

RECITALS:

     A.  Subject to the provisions of this Agreement and 
the satisfaction of the conditions to this Agreement, 
the Company shall be merged (the  Merger ) with a 
subsidiary of Acquiror ( Acquiror Sub ) at the time 
provided for in Section 1.02.  Immediately following the 
Merger, the Company shall be a subsidiary of the 
Acquiror.

     B.  The parties hereto desire to enter into this 
Agreement for the purpose of setting forth certain 
representations, warranties and covenants made by each 
to the other as an inducement to the execution and 
delivery of this Agreement and the conditions precedent 
to the consummation of the Merger.

     NOW, THEREFORE, in consideration of the premises 
and of the mutual provisions, agreements and covenants 
herein contained, Acquiror, Company and the Shareholders 
agree as follows:

                          ARTICLE I

                         THE MERGER

SECTION 1.01  The Merger;.  Upon the terms and subject to the 
conditions set forth 
in this Agreement, and in accordance with the Colorado 
Business Corporation Act (the  Colorado Code ), at the 
Effective Time (as defined below), the Acquiror Sub 
shall be merged with and into the Company.  As a result 
of the Merger, the separate corporate existence of the 
Acquiror Sub shall cease and the Company shall continue 
as the surviving corporation of the Merger (the  
Surviving Corporation ).  Acquiror Sub and the Company 
are collectively referred to in this Agreement as the  
Constituent Corporations. 


SECTION 1.02  Effective Time;.  At the Closing (as defined below), 
the parties shall cause the Merger to be consummated by filing 


                                                                Page 1  of 22
<PAGE>


articles of merger (the  Articles of Merger ) with the 
Secretary of State of Colorado in such form as required 
by, and executed in accordance with, the relevant 
provisions of the Colorado Code (the effective date and 
time specified in such filing, which shall be no earlier 
than January 1, 1997, being the  Effective Time ).

SECTION 1.03  Effect of the Merger;.  At the Effective Time, the 
effect of the Merger shall be as provided in the 
applicable provisions of the Colorado Code.  Without 
limiting the generality of such act, and subject to its 
provisions, at the Effective Time, all the property, 
interests, assets, rights, privileges, immunities, 
powers and franchises of Acquiror Sub and the Company 
shall vest in the Surviving Corporation, and all debts, 
liabilities, duties and obligations of Acquiror Sub and 
the Company shall become the debts, liabilities, duties 
and obligations of the Surviving Corporation.

SECTION 1.04  Articles of Incorporation; 
By-Laws;.  At the Effective Time, the Articles of 
Incorporation and the By-Laws of the Acquiror Sub shall 
be the Articles of Incorporation and the By-Laws of the 
Surviving Corporation.

SECTION 1.05  
Directors and Officers;.  The directors of Acquiror Sub 
immediately prior to the Effective Time shall be the 
initial directors of the Surviving Corporation, each to 
hold office in accordance with the Articles of 
Incorporation and By-Laws of the Surviving Corporation, 
and the officers of Acquiror Sub immediately prior to 
the Effective Time shall be the initial officers of the 
Surviving Corporation, in each case until their 
respective successors are duly elected or appointed and 
qualified.

SECTION 1.06  Taking Necessary Action; Further 
Action;.  Acquiror, Acquiror Sub and the Company, 
respectively, shall each use its best reasonable efforts 
to take all such action as may be necessary or 
appropriate to effectuate the Merger under the Colorado 
Code at the Effective Time.  If, at any time after the 
Effective Time, any further action is necessary or 
desirable to carry out the purposes of this Agreement 
and to vest the Surviving Corporation with full right, 
title and possession to all properties, interests, 
assets, rights, privileges, immunities, powers and 
franchises of either of the Constituent Corporations, 
the officers of the Surviving Corporation are fully 
authorized in the name of each Constituent Corporation 
or otherwise to take, and shall take, all such lawful 
and necessary action.




                                                                Page 2  of 22
<PAGE>


SECTION 1.07  The Closing;.  
The closing of the transactions contemplated by this 
Agreement (the  Closing ) shall be held as promptly as 
practicable, but not more than two business days 
following the satisfaction of, or waiver by the party 
entitled to satisfaction of, all conditions precedent to 
the Merger specified in this Agreement, unless duly 
waived by the party entitled to satisfaction thereof.  
The Closing will take place at the offices of Steel 
Hector & Davis LLP, 200 S. Biscayne Blvd., Suite 4000, 
Miami, Florida 33131-2398, at 10:00 a.m. local Miami 
time on such date, or at such other time and place as 
the parties may agree.

                          ARTICLE II

            EFFECT ON CAPITAL STOCK; EXCHANGE OF 
                         CERTIFICATES

SECTION 2.01 
Effect on Capital Stock;.  At the Effective Time, by 
virtue of the Merger and without any further action on 
the part of Acquiror Sub, the Company or the 
Shareholders:

     (a)     All issued and outstanding shares of capital 
stock of Acquiror Sub shall continue to be issued and 
shall be converted into 1,000 shares of common stock of 
the Surviving Corporation.  Each stock certificate of 
Acquiror Sub evidencing ownership of any such shares 
shall evidence ownership of such shares of capital stock 
of the Surviving Corporation.

     (b)     The 24,500 shares of common stock of the 
Company, no par value ( Company Common Stock ), held 
beneficially and of record by the Individual Shareholder 
shall be converted, without any action on the part of 
the Individual Shareholder into 20,000 shares of common 
stock, par value $.001, of the Acquiror (the  Smith 
Merger Consideration ).  All such shares of Company 
Common Stock so converted shall no longer be outstanding 
and shall automatically be cancelled and retired and 
shall cease to exist, and the certificate previously 
representing such shares shall thereafter represent the 
right to receive the Smith Merger Consideration. 

     (c)     The 25,500 shares of Company Common Stock held 
beneficially and of record by the Corporate Shareholder 
shall be converted, without any action on the part of 
the Corporate Shareholder into 20,816 shares of common 
stock, par value $.001, of the Acquiror (the  SAI Merger 
Consideration ).  All such shares of Company Common 
Stock so converted shall no longer be outstanding and 
shall automatically be cancelled and retired and shall 
cease to exist, and the certificate previously 


                                                                Page 3  of 22
<PAGE>


representing such shares shall thereafter represent the 
right to receive the SAI Merger Consideration. 

     (d)     Each share of Company Common Stock held in the 
treasury of the Company shall be cancelled and 
extinguished without any conversion of such shares and 
no payment shall be made with respect to such shares.

SECTION 2.02 
Exchange of Certificates;.  (a) At the Closing, the 
Shareholders shall deliver to Acquiror the certificate 
or certificates representing their shares of Company 
Common Stock issued and outstanding immediately prior to 
the Effective Time (each a  Certificate  and 
collectively the  Certificates ), and Acquiror shall 
deliver to the Individual Shareholder a certificate 
representing the Smith Merger Consideration and to the 
Corporate Shareholder a certificate representing the SAI 
Merger Consideration.

     (b)     Until surrendered as contemplated by this 
Section 2.02, each Certificate shall be deemed at any 
time after the Effective Time to represent only the 
right to receive upon surrender the merger consideration 
into which the shares of Company Common Stock previously 
represented by such Certificate were converted at the 
Effective Time and any dividends or other distributions 
to which such holder is entitled pursuant to Section 
2.02(d).

     (c)      At and after the Effective Time, the holders 
of Certificates shall cease to have any rights as 
shareholders of the Company, except for the right to 
surrender Certificates to be converted pursuant to 
Section 2.01.  All shares of common stock of the 
Acquiror, par value $.001 ( Acquiror Common Stock ), 
issued upon conversion of the shares of Company Common 
Stock in accordance with the terms of this Agreement 
shall be deemed to have been issued and paid in full 
satisfaction of all rights pertaining to such shares of 
Company Common Stock.

     (d)     Holders of unsurrendered Certificates with 
respect to the shares of Acquiror Common Stock 
represented thereby shall be entitled to receive 
dividends and other distributions declared or made with 
respect to Acquiror Common Stock with a record date as 
of the close of business on or after the date on which 
the Effective Time occurs.  No such dividends or other 
distributions, however, shall be paid to the holder of 
any such unsurrendered Certificate until such holder 
shall surrender such Certificate.  Subject to the effect 
of escheat, tax or other applicable laws, following 
surrender of any such Certificate, there shall be paid 
to the holder of the certificates representing the 


                                                                Page 4  of 22
<PAGE>


shares of Acquiror Common Stock issued in exchange 
therefor, without interest, (i) promptly, the amount of 
dividends or other distributions with a record date as 
of the close of business on or after the Effective Time 
theretofore paid with respect to such shares of Acquiror 
Common Stock, and (ii) at the appropriate payment date, 
the amount of dividends or other distributions, with a 
record date as of the close of business on or after the 
Effective Time but prior to surrender, payable with 
respect to such shares of Acquiror Common Stock.

     (e)     If, between the date hereof and the Effective 
Time, the outstanding shares of Acquiror Common Stock 
shall be changed into a different number of shares or a 
different class by reason of any reclassification, 
recapitalization, split-up, exchange of shares or 
readjustment, or if a stock dividend thereon shall be 
declared with a record date within such period, the 
number of shares of Acquiror Common Stock to be issued 
and delivered in the Merger for each outstanding shares 
of Company Common Stock as provided in this Agreement 
shall be correspondingly adjusted.  It is agreed and 
understood that the grant by the Acquiror of stock 
options pursuant to any stock option or stock incentive 
plan, or the exercise by any holder of such a stock 
option, shall not constitute an action of the type 
requiring adjustment pursuant to this Section 2.02.

SECTION 2.03 Tax 
Treatment;.  The Company and the Shareholders intend 
that the Merger will be a non-taxable transaction to the 
Shareholders under section 368(a)(2)(E) of the Internal 
Revenue Code of 1986, as amended.

SECTION 2.04 
Registration Rights;.  The shares of Acquiror Common 
Stock received in the Merger by the Individual 
Shareholder shall be entitled to certain registration 
rights, as defined in and pursuant to the Registration 
Agreement attached as Exhibit 2.04.

                          ARTICLE III

                          DEFINITIONS

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.

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



                                                                Page 5  of 22
<PAGE>


The term  employee   includes, but is not limited to, 
any leased employee, co-employee, worksite employee, 
internal employee or corporate employee.

The term  knowledge  means the actual knowledge of a 
person, or of its current officers and directors in the 
case of a corporate person, after reasonable 
investigation.  For purposes of this definition,  
reasonable investigation  means that inquiry has been 
made of those Company persons employed or retained by 
the Company or its Subsidiaries (excluding leased 
employees of the Company) who are likely to know the 
facts of the subject matter being investigated and all 
files or documents in the possession of all such persons 
which relate to the subject matter being investigated 
have been reviewed.

The term  person  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  Subsidiary  (or its plural) as used in this 
Agreement with respect to the Company, Acquiror, the 
Surviving Corporation or any other person shall mean any 
corporation, partnership, joint venture or other legal 
entity of which the Company, Acquiror, the Surviving 
Corporation or such other  person, 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.

The term  Tax  or  Taxes  shall mean any and all taxes, 
charges, fees, levies, and other governmental 
assessments and impositions of any kind, payable to any 
governmental entity or taxing authority or agency, 
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 taxes imposed with 
respect thereto.






                                                                Page 6  of 22
<PAGE>


                           ARTICLE IV

               REPRESENTATIONS AND WARRANTIES OF 
           THE COMPANY AND THE CORPORATE SHAREHOLDER

     The Corporate Shareholder and the Company jointly 
and severally represent and warrant to Acquiror that the 
statements contained in this Article IV are correct and 
complete as of the date of this Agreement and will be 
correct and complete immediately prior to the Effective 
Time (as though made then and as though the Effective 
Time were substituted for the date of this Agreement 
throughout this Article IV).  In the event that, after 
the date hereof and prior to the Effective Time, any of 
the statements contained in this Article IV becomes 
incorrect or incomplete, the Company and the Corporate 
Shareholder shall provide notice to the Acquiror 
pursuant to Section 7.08.

SECTION 4.01  
Authority; Enforceability;.  The Board of Directors of 
the Company has adopted this Agreement and recommended 
the Merger for the approval of the Shareholders pursuant 
to Sections 7-111-101 and 7-111-103 of the Colorado 
Code.  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 and 
shareholder action and no other corporate or shareholder 
proceedings on the part of the Company, other than the 
filing of the Articles of Merger, 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 equitable principles.

SECTION 4.02  Disclosure;.  
No representation or warranty contained in this Article 
IV, or in any Schedule or Exhibit hereto or any closing 
certificate furnished or to be furnished by either the 
Company or the Corporate Shareholder to the Acquiror 
pursuant to this Agreement or in connection with the 
Merger contains or, at the Effective Time, will contain 
any untrue statement of a material fact, or omits or, at 
the Effective Time, will omit to state a material fact 
necessary to make the statements contained herein or 
therein not misleading.

                                                                Page 7  of 22
<PAGE>


                          ARTICLE V

                REPRESENTATIONS AND WARRANTIES
                     OF THE SHAREHOLDERS.

     Each of the Shareholders severally but not jointly 
represents and warrants to Acquiror that the statements 
contained in this Article V are correct and complete as 
of the date of this Agreement and will be correct and 
complete as of the Effective Time (as though made then 
and as though the Effective Time were substituted for 
the date of this Agreement throughout this Article V), 
other than those statements that, by their terms, are 
made only by the Individual Shareholder or the Corporate 
Shareholder, in which case only the Shareholder to whom 
the statement refers represents and warrants the 
correctness and completeness thereof.

SECTION 5.01 
Authority; Enforceability;.  The Shareholder has full 
power and authority to execute and deliver this 
Agreement and to perform the obligations of the 
Shareholder hereunder.  This Agreement constitutes the 
valid and legally binding obligation of the Shareholder, 
enforceable in accordance with its terms and conditions, 
subject to bankruptcy, insolvency, reorganization, 
moratorium and other laws limiting creditors  rights 
generally and to general equitable principles.  The 
Shareholder need not give any notice to, make any filing 
with, or obtain any authorization, consent, or approval 
of any governmental entity in order to consummate the 
transactions contemplated by this Agreement.  The 
Shareholder has taken all action required under Section 
7-111-103 of the Colorado Code to adopt and approve this 
Agreement and the Merger.

SECTION 5.02 Investment;.  
The Shareholder (A) is acquiring Acquiror Common Stock 
solely for its own account for investment purposes, and 
not with a view to the distribution or resale thereof, 
(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 
Prospectus of Acquiror dated May 9, 1996 and Acquiror s 
quarterly report on Form 10-Q for the quarter ended 
September 30, 1996, and has had the opportunity to 
obtain additional information as desired in order to 
evaluate the merits and the risks of an investment in 
Acquiror Common Stock, and (D) agrees to indemnify 
Acquiror and Acquiror Sub against any adverse 


                                                                Page 8  of 22
<PAGE>


consequences which shall arise as a result of a sale or 
distribution of such shares by Shareholder in violation 
of the Securities Act and state securities or state Blue 
Sky laws.  Shareholder acknowledges that the shares of 
Acquiror Common Stock being issued pursuant to the 
Merger have not been registered under the Securities Act 
or state securities or state Blue Sky laws and may only 
be transferred in compliance with such laws.

SECTION 5.03  Company 
Shares.;  The Individual Shareholder owns of record and 
owns beneficially 24,500 shares of Company Common Stock, 
free and clear of any mortgages, pledges, liens, 
encumbrances, charges, restrictions on transfer, Taxes, 
security interests, options, warrants, purchase rights, 
contracts, commitments, equities, claims, demands, 
rights of first refusal or first offer, voting 
agreements or other limitations (other than any 
restrictions under the Securities Act and Blue Sky laws 
and restrictions under a Purchase Agreement dated 
July 1, 1994 between the Individual Shareholder and the 
Corporate Shareholder (the  Purchase Agreement )).  The 
Corporate Shareholder holds of record and owns 
beneficially 25,500 shares of Company Common Stock, free 
and clear of any mortgages, pledges, liens, 
encumbrances, charges, restrictions on transfer (other 
than any restrictions under the Securities Act and Blue 
Sky laws and restrictions under the Purchase Agreement), 
Taxes, security interests, options, warrants, purchase 
rights, contracts, commitments, equities, claims, 
demands, rights of first refusal or first offer, voting 
agreements or other limitations.  The Individual 
Shareholder is not a party to any option, warrant, 
purchase right, or other contract or commitment that 
could require the Individual Shareholder to sell, 
transfer, or otherwise dispose of any capital stock of 
the Company (other than this Agreement and the Purchase 
Agreement).  The Corporate Shareholder is not a party to 
any option, warrant, purchase right, or other contract 
or commitment that could require the Corporate 
Shareholder to sell, transfer, or otherwise dispose of 
any capital stock of the Company (other than this 
Agreement and the Purchase Agreement).  Neither of the 
Shareholders is a party to any voting trust, proxy, or 
other agreement or understanding with respect to the 
voting of any capital stock of the Company (other than 
the Purchase Agreement).  The Shareholder acknowledges 
and agrees that neither the shares of Company Common 
Stock that the Shareholder owns nor, to the knowledge of 
the Shareholder, any other outstanding stock of the 
Company, has been issued in violation of any preemptive 
or similar rights.

SECTION 5.04 Share Ownership;.  The Shareholder owns no shares of 
Acquiror Common Stock other than those it will receive pursuant 


                                                                Page 9  of 22
<PAGE>


to the Merger.  The Shareholder understands that it is 
the intent of all parties that the Merger constitute a 
reorganization pursuant to Code section 368(a), and has 
no present intent to dispose of Acquiror Common Stock 
received in the Merger.

SECTION 5.05  Brokers;.  No 
broker, finder or investment banker 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 Shareholders.

SECTION 5.06 Disclosure;.  No 
representation or warranty contained in this Article V 
contains or, at the Effective Time, will contain any 
untrue statement of a material fact, or omits or, at the 
Effective Time, will omit to state a material fact 
necessary to make the statements contained herein or 
therein not misleading.

                            ARTICLE VI

                 REPRESENTATIONS AND WARRANTIES
                            OF ACQUIROR

     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 Florida, 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 business conducted by it or the 
ownership or leasing of its properties makes such 
qualification necessary, except where the failure to be 
so qualified will not have, individually or in the 
aggregate with any other failure to be qualified, an 
Acquiror Material Adverse Effect.  On or prior to 
Closing, Acquiror Sub will be a corporation duly 
incorporated, validly existing and in good standing 
under the laws of its state of incorporation.

SECTION 6.02 Capitalization;.  (a) As of the date hereof, the 
authorized capital stock of Acquiror consisted of the 
following:
     (i)     60,000,000 shares of Acquiror Common 
Stock of which:

               (y)     8,013,332 shares were issued and 
outstanding; and



                                                                Page 10 of 22
<PAGE>


               (z)     1,466,665 shares were reserved for 
future issuance pursuant to Acquiror s 
stock option and incentive plans relating 
to stock options and awards for certain 
officers, employees, consultants and 
directors (the  Acquiror Options ); and

          (ii)     20,000,000 shares of series preferred 
stock, par value $.01 per share of which none 
was issued or outstanding.

     (b)     As of the date of this Agreement, all shares 
of Acquiror Common Stock issued and outstanding are duly 
authorized, validly issued, fully paid and 
non-assessable and not subject to preemptive rights, 
whether created by the Florida Business Corporation Act 
(the  Florida Act ) or otherwise and any shares of 
Acquiror Common Stock issuable in the Merger, when 
issued pursuant to this Agreement, will be duly 
authorized, validly issued, fully paid and non-
assessable and not subject to preemptive rights created 
by the Florida Act or otherwise.

     (c)     As of the Closing, the authorized capital 
stock of Acquiror Sub will consist of 1,000 shares of 
Common Stock, $.01 par value ( Acquiror Sub Common Stock 
) and will be held by Acquiror (or a wholly owned 
Subsidiary) of record and beneficially.  Acquiror Sub 
will be a newly formed wholly owned Subsidiary of 
Acquiror which may be held directly or indirectly by 
Acquiror and which will have no obligations except as 
contemplated by this Agreement.

SECTION 6.03  Authority;. Acquiror has the requisite corporate power 
and authority to execute and deliver this Agreement, to perform its 
obligations hereunder and to consummate the transactions 
contemplated hereby.  The execution and delivery of this 
Agreement by Acquiror and the consummation by Acquiror 
of the transactions contemplated hereby 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 hereby, subject to the 
corporate and shareholder approvals of Acquiror Sub 
(which Acquiror shall cause to be obtained prior to 
Closing).  This Agreement has been duly executed and 
delivered by Acquiror and, assuming the due 
authorization, execution and delivery by the other 
parties hereto, constitutes the 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 6.04  No Conflict, Required Filings 


                                                                Page 11 of 22
<PAGE>


and Consents;.  The execution and delivery of this 
Agreement by Acquiror does not, and the performance of 
this Agreement by Acquiror and Acquiror Sub will not, 
(i) conflict with or violate the Articles of 
Incorporation or By-Laws of Acquiror or Acquiror Sub, 
(ii) subject to the filing of the Articles of Merger, 
conflict with or violate any Laws applicable to 
Acquiror, Acquiror Sub or any of Acquiror s Subsidiaries 
or by which any of their respective properties is bound 
or affected, or (iii) subject to the receipt of consents 
from Fleet National Bank pursuant to the Amended and 
Restated Credit Agreement of the Acquiror dated June 5, 
1996, as amended through the date hereof and under the 
Registration Rights Agreement between the Acquiror, 
Greylock Equity Limited Partnership, Carlos A. 
Saladrigas and Jose M. Sanchez dated February 10, 1995, 
as amended through the date hereof, 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 Acquiror 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 6.05  Reports; Financial Statements;.  (a) Since May 9, 
1996, Acquiror and its Subsidiaries have filed all 
forms, reports, statements and other documents required 
to be filed with the Securities and Exchange Commission 
(collectively, the  Acquiror SEC Reports ).  The 
Acquiror SEC Reports, including all such reports filed 
after the date of this Agreement and prior to the 
Effective Time, (i) were or will be prepared in all 
material respects in accordance with the 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, 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 


                                                                Page 12 of 22
<PAGE>


Acquiror SEC Reports filed after the date of this 
Agreement and prior to the  Effective Time, (i) have 
been or will be prepared in all material respects in 
accordance with the published rules and regulations of 
the Securities and Exchange Commission (the  SEC ) and 
generally accepted accounting principles ( 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 September 30, 
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 6.06  Absence of Certain Changes or 
Events;.  Since May 9, 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 6.07  Brokers;.  No 
broker, finder or investment banker 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 Acquiror.

                                                                Page 13 of 22
<PAGE>


                        ARTICLE VII
             
                    ADDITIONAL AGREEMENTS

SECTION 7.01  Public Announcements;.  Acquiror, the Company 
and the Shareholders shall consult in good faith with each other 
before issuing any press release or otherwise making any 
public statements with respect to the Merger and neither 
the Company nor any Shareholder shall issue any such 
press release or make any such public statement without 
the prior written approval of the Acquiror.

SECTION 7.02 NMS Listing;.  
Acquiror shall cause those shares of Acquiror Common 
Stock to be issued to the Individual Shareholder in the 
Merger to be listed on the Nasdaq National Market 
System, subject only to official notice of issuance 
thereof.

SECTION 7.03 Survival of 
Representations, Warranties, Covenants and Agreements;.

     (a)     The representations, warranties, covenants and 
agreements of the parties hereto shall survive the 
execution and delivery of this Agreement and the 
Closing; provided, however, that, notwithstanding the 
foregoing, all representations and warranties set forth 
in Article IV, V and VI shall expire on the second 
anniversary of the Effective Time, unless a notice of 
claim of a breach of such representation or warranty 
shall have been given prior to such date; provided, 
further that nothing in this Agreement shall be deemed 
to limit any right or remedy of any party at law or in 
equity for criminal activity or fraud.

     (b)     The Individual Shareholder hereby agrees not 
to make any claim for indemnification against the 
Company by reason of the fact that she was a director, 
officer, employee, or agent of the Company or was 
serving at the request of the Company 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 or Acquiror Sub against the 
Shareholder (whether such action, suit, proceeding, 
complaint, claim, or demand is pursuant to this 
Agreement, applicable law, or otherwise).

SECTION 7.04  Legend;.  Each 
certificate representing shares of Acquiror Common Stock 
issued pursuant to the Merger shall bear a legend 
substantially in the following form:

                                                                Page 14 of 22
<PAGE>


 The shares represented by this certificate have 
not been registered under the Securities Act of 
1933, as amended, and may not be offered, sold or 
otherwise transferred, pledged or hypothecated 
unless and until such shares are registered under 
such Act or an opinion of counsel satisfactory to 
the Company is obtained to the effect that such 
registration is not required. 

SECTION 7.05 Reasonable Efforts; Further 
Assurances;.  Subject to the terms and conditions of 
this Agreement, each party shall use its best reasonable 
efforts to take, or cause to be taken, all actions and 
to do, or cause to be done, all things necessary, proper 
or advisable consistent with applicable laws and 
regulations to consummate the transactions contemplated 
by this Agreement as promptly as possible.  The parties 
hereto shall do and perform or cause to be done and 
performed all such further actions and things and shall 
execute and deliver all such other agreements, 
certificates, instruments or documents as any other 
party hereby may reasonably request in order to carry 
out the intent and purposes of this Agreement and the 
consummation of the transactions contemplated hereby.

SECTION 7.06 Termination of Purchase 
Agreement;. The Shareholders agree that upon the 
consummation of the transactions contemplated by this 
Agreement, the Purchase Agreement (as defined in Section 
5.03) shall automatically be terminated and shall be of 
no further force or effect as of and after the Closing.  
Subject to the consummation of the Merger, each of the 
Shareholders hereby waives any rights it has or may have 
pursuant to the Purchase Agreement that survived the 
closing of the transactions represented by the Purchase 
Agreement (including but not limited to the right of 
first refusal in Article Four, Section 5 of the Purchase 
Agreement), waives any default under the Purchase 
Agreement that may arise out of the execution of this 
Agreement and hereby waives any further obligations 
under the Purchase Agreement.

SECTION 7.07  Affiliate Agreements; Tax 
Treatment;.  Simultaneously herewith, the Individual 
Shareholder and the Company have executed and delivered 
an agreement in the form attached as Exhibit 7.07 hereto 
(the  Affiliate Agreement ).  The Acquiror shall be 
entitled to issue appropriate stop transfer instructions 
to the transfer agent for Acquiror Common Stock 
consistent with the terms of the Affiliate Agreement.  
Each party shall use its best reasonable efforts to 
cause the Merger to qualify, and shall not take any 
actions which could prevent the Merger from qualifying, 
as a reorganization under the provisions of Section 
368(a) of the Code.


                                                                Page 15 of 22
<PAGE>


SECTION 7.08  Update Disclosure; Breaches;.  From and after the 
date of this Agreement until the Effective Time, each 
party shall promptly notify the other party hereto by 
written update 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 Merger and the 
other transactions contemplated by this Agreement not to 
be satisfied, or (ii) the  failure of the Company, 
Acquiror or Acquiror Sub, as the case may be, 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 
Merger and the other transactions contemplated by this 
Agreement not to be satisfied.  In addition, the Company 
and the Shareholders shall notify Acquiror in writing of 
(i) such additional information with respect to any 
matters or events discovered subsequent to the date 
hereof and prior to the Effective Time, which if 
existing and known on the date hereof would have 
rendered any representation or warranty made by the 
other party, or any information contained in any Exhibit 
hereto, then inaccurate or incomplete and (ii) any 
development after the date hereof and prior to the 
Effective Time causing a breach of any representation or 
warranty in Article IV or V above.  Unless the Acquiror 
elects to terminate this Agreement pursuant to Section 
9.01 below within the period of 10 business days 
following such notice, the written notice pursuant to 
this Section will be deemed to have qualified the 
relevant provision of Article IV or V, and to have cured 
any misrepresentation or breach of warranty that 
otherwise might have existed hereunder.  Receipt of such 
information by the other parties hereto shall not 
operate as a waiver of the non-disclosing party s right 
to terminate this Agreement as provided herein.

                        ARTICLE VIII

                     CLOSING CONDITIONS

SECTION 8.01  Conditions to 
Obligations of Each Party Under This Agreement;.

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

          (i)     The consummation of the merger 
contemplated by the Merger Agreement by and 
among Staff Administrators, Inc., its 


                                                                Page 16 of 22
<PAGE>


shareholders and the Acquiror, entered into as 
of December 24, 1996 (the  SAI Merger 
Agreement ) shall have occurred.

     (b)     Subject to waiver as set forth in Section 
10.03, the respective obligations of the Company and the 
Shareholders to effect the Merger and the other 
transactions contemplated by this Agreement shall be 
subject to the satisfaction at or prior to the Effective 
Time of the following conditions:

          (i)     Each of the representations and 
warranties of Acquiror contained in this 
Agreement shall be true and correct in all 
material respects as of the Effective Time, as 
though made on and as of the Effective Time; 
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.

          (ii)     A registration agreement in the form 
attached as Exhibit 2.04 hereto shall have 
been executed by the Acquiror.

     (c)     Subject to waiver as set forth in Section 
10.03, the obligations of the Acquiror to effect the 
Merger and the other transactions contemplated by this 
Agreement shall be subject to the satisfaction at or 
prior to the Effective Time of the following conditions:

          (i)     All amounts owed by the Company to any 
one or more of the Shareholders shall have 
been satisfied and the obligation be no longer 
outstanding.

          (ii)     Each of the representations and 
warranties of the Company and the Shareholders 
contained in this Agreement shall be true and 
correct in all material respects as of the 
Effective Time, as though made on and as of 
the Effective Time; 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. 

          (iii)     Any accounts receivable of the 
Company owed by either of the Shareholders 
shall have been paid in full.

          (iv)     A registration agreement in the form 
attached as Exhibit 2.04 hereto shall have 
been executed by the Individual Shareholder.


                                                                Page 17 of 22
<PAGE>


                      ARTICLE IX

TERMINATION, AMENDMENT

SECTION 9.01 Termination;.  
This Agreement may be terminated at any time prior to 
the Effective Time:

     (a)     by mutual consent of the parties hereto;

     (b)     (i)     by Acquiror, if there has been a breach 
by the Company or the Shareholders of any of their 
respective covenants or agreements contained in  this 
Agreement or if any of the representations and 
warranties of the Company or the Shareholders shall have 
become untrue; 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;

     (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 Merger shall have become final and 
nonappealable; or

     (d)     by either Acquiror or the Company if the 
Merger shall not have been consummated before January 
31, 1996.


SSECTION 9.02 
Effect of Termination;.  In the event of the termination 
of this Agreement pursuant to Section 9.01, this 
Agreement shall forthwith become void, and there shall 
be no liability under this Agreement on the part of 
Acquiror or the Company or any of their respective 
stockholders, officers or directors and all rights and 
obligations of each party hereto shall cease, except as 
provided in Section 9.03-Fees and Expenses.

SECTION 9.03  Fees 
and Expenses;.  (a)  All Expenses (as defined below) 
incurred by the parties shall be borne solely and 
entirely by the party which has incurred the same.  This 
Section 9.03 shall not be construed to modify or 
contravene Section 10.03 of the SAI Merger Agreement.

     (b)      Expenses  as used in this Agreement shall 
include all reasonable out-of-pocket expenses (including 
without limitation, all fees and expenses of counsel, 


                                                                Page 18 of 22
<PAGE>


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.

                          ARTICLE X

                     GENERAL PROVISIONS

SECTION 10.01  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 22134
                         Telecopier no.: (305) 460-2396
                         Attention: General Counsel

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

     If to the Company:  Staff Administrators of Western 
                          Colorado, Inc.
                         2912 North Avenue, Suite 4
                         Grand Junction, Colorado 81504
                         Telecopier No.: (970) 242-4679
                         Attention: President
                              
     With a copy to:     Minor & Brown, P.C.
                         650 South Cherry Street
                         Cherry Creek Plaza, Suite 1100
                         Denver, CO 80222
                         Telecopier No.: (303) 320-6330
                         Attention:  Ned Minor, Esq.





                                                                Page 19 of 22
<PAGE>


     If to the Corporate
     Shareholder:        Staff Administrators, Inc.
                         12075 E. 45th Avenue, 
                         Vista Suite
                         Denver, CO 80237-2843
                         Telecopier No.: (303) 371-8970
                         Attention:  Robert J. Quinette
                              
     With a copy to:     Minor & Brown, P.C.
                         650 South Cherry Street
                         Cherry Creek Plaza, Suite 1100
                         Denver, CO 80222
                         Telecopier No.: (303) 320-6330
                         Attention:  Ned Minor, Esq.
     If to the Individual          
     Shareholder:        Kris A. Smith
                         1120 23 Road
                         Grand Junction, Colorado 81505

     With a copy to:     Thomas Volkman, Esq.
                         655 North 12th Street
                         Grand Junction, Colorado 81501

SECTION 10.02 Amendment;.  
Subject to applicable provisions of the Colorado Code or 
the Florida Act, this Agreement may be amended by the 
parties by action taken by or on behalf of their 
respective Boards of Directors at any time prior to the 
Effective Time.  This Agreement may not be amended 
except by an instrument in writing signed by the 
parties.

SECTION 10.03 Waiver;.  At any 
time prior to the Effective Time, 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 for the benefit of the waiving party 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 only if set forth in 
an instrument in writing signed by the party or parties 
to be bound thereby.

SECTION 10.04 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.




                                                                Page 20 of 22
<PAGE>


SECTION 10.05 
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 10.06 Entire 
Agreement;.  This Agreement (together with any exhibits 
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 10.07 Assignment;.  
This Agreement shall not be assigned without the written 
consent of the other parties hereto.

SECTION 10.08 
Parties in Interest;.  This Agreement shall be binding 
upon and inure solely to the benefit of each party and 
to that party s permitted successors, assigns, heirs and 
personal representatives, 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 10.09 Governing 
Law;.  This Agreement shall be 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 10.10  Counterparts; Facsimile 
Signatures;.  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.  
The parties hereby acknowledge and agree that facsimile 
signatures of this Agreement and any Exhibit hereto 
shall have the same force and effect as original 
signatures.



                                                                Page 21 of 22
<PAGE>


SECTION 10.11 Attorneys  
Fees;.  If any party shall commence any action or 
proceeding against another party in order to enforce the 
provisions hereof, or to recover damages as the result 
of the alleged breach of any of the provisions hereof, 
the prevailing party therein shall be entitled to 
recover all reasonable costs incurred in connection 
therewith, including, but not limited to, reasonable 
attorneys  fees and expenses.

[Remainder of this page left intentionally blank]

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



THE VINCAM GROUP, INC.


By: /s/ CARLOS A. SALADRIGAS
Name:CARLOS A. SALADRIGAS
Title:PRESIDENT



STAFF ADMINISTRATORS OF WESTERN COLORADO, INC.


By: /s/ KRIS A. SMITH
Name:KRIS A. SMITH
Title:PRESIDENT



SHAREHOLDERS


/s/ KRIS A. SMITH
Kris A. Smith


STAFF ADMINISTRATORS, INC.


By:/s/ ROBERT J. QUINETTE
Name:ROBERT J. QUINETTE
Title:PRESIDENT/CEO







                                                                Page 22 of 22
<PAGE>                                                            Exhibit 10


                        AGREEMENT AND AMENDMENT NO.1 TO 
                      AMENDED AND RESTATED CREDIT AGREEMENT


     AGREEMENT AND AMENDMENT NO.1 TO AMENDED AND RESTATED CREDIT AGREEMENT 
("this Amendment"), dated as of December 31, 1996, by and among THE VINCAM 
GROUP, INC., a Florida Corporation (the "Company"), the Subsidiaries of the 
Company whose names appear on the signature page hereof, all of which are 
Florida corporations (together with the Company, collectively, the "Borrowers") 
and FLEET NATIONAL BANK, a national banking association (the "BANK").

     WHEREAS, the parties hereto desire to amend, on the terms set forth herein,
the Amended and Restated Revolving Credit Agreement, dated as of June 5,1 996 
(the "Credit Agreement"), among the Borrowers and the Bank (capitalized terms 
used but not defined herein shall have the meanings assigned to such terms in 
the Credit Agreement).

     WHEREAS, in consideration of the amendments to the credit Agreement set 
forth herein, the Bank is willing to terminate the Cash Collateral Pledge 
Agreement and discharge and release its security interest in the collateral 
pledged to the Bank pursuant thereto.

     NOW, THEREFORE, in consideration of these premises, and the mutual 
covenants and agreements contained herein, the parties hereto agree as 
follows:

     1.  Amendments to Credit Agreement.

         1.1  Amendments to Section 1.1.
 
         (a)  The definition of "Cash Collateral Pledge Agreement" set 
forth in Section 1.1 of the Credit Agreement is hereby deleted in its entirety.

         (b)  The following definition is hereby inserted in Section 1.1 of 
the Credit Agreement, immediately following the definition of "Letter of 
Credit":

         "Letter of Credit Sublimit" shall have the meaning specified in 
     Section 2.1.

         (c)  The following definition is hereby inserted in Section 1.1 of 
the Credit Agreement, immediately following the definition of "Regulatory 
Change":

         "Required LOC" shall have the meaning specified in Section 5.1.

         (d)  The definition of "Revolver Maturity Date" set forth in 
Section 1.1 of the Credit Agreement is hereby amended and restated to read 
in its entirety as follows:

         "Revolver Maturity Date" shall mean December 31, 1997.

         (e)  The definition of "Security Instruments" set forth in 
Section 1.1 of the Credit Agreement is hereby amended and restated in its 
entirety to read as follows:

         "Security Instruments" shall mean, collectively, the Security


                                                                Page 1  of 4
<PAGE>


     Agreement, the Stock Pledge Agreements and each other instrument or 
     agreement that purports to secure the obligations of the Borrowers to 
     the Bank.

         1.2  Amendment of Section 2.1.  Section 2.1 of the Credit Agreement is 
hereby amended and restated in its entirety as follows:

         2.1  "Amount".  Upon the terms and subject to conditions set forth 
     herein, and in reliance upon the representations, warranties and covenants 
     of the Borrowers herein, the Bank agrees to make loans (each a "Revolving 
     Credit Loan" and collectively the "Revolving Credit Loans") to the 
     Borrowers and to issue Letters of Credit for the account of the Borrowers 
     at the Borrowers' request from time to time from and after the Closing Date
     and prior to the Revolver Maturity Date in aggregate principal amount not 
     to exceed at any one time outstanding the sum of $8,000,000 (the "Revolving
     Credit Commitment"), as the same may be reduced or terminated pursuant to 
     the provisions hereof, provided that the sum of all outstanding Revolving 
     Credit Loans and Letter of Credit Usage shall not at any time exceed the 
     Revolving Credit Commitment, provided, further that the aggregate 
     principal amount of outstanding Revolving Credit Loans shall not at any 
     time exceed the lesser of (i) $2,000,000 (the "Revolving Loan Sublimit") 
     or (ii) the Borrowing Base, and provided, further that the Letter of 
     Credit Usage shall not at any time exceed $6,000,000 foregoing limits and 
     subject to the terms and conditions hereof, the Borrowers may request 
     Letters of Credit and may borrow, repay and reborrow Revolving Credit 
     Loans at any time or from time to time until the Revolver Maturity Date 
     or the earlier termination of the Revolving Credit Commitment.

          1.3  Amendment to Section 2.4.  Section 2.4 of the Credit Agreement 
is amended by deleting the word "and" immediately prior to clause (f) thereof 
and inserting the following immediately after the last word thereof:

     ; and (g) both before the issuance of the requested Letter of Credit and 
       after giving effect to the issuance thereof Letter of Credit Usage 
       shall not exceed the Letter of Credit Sublimit.

          1.4  Amendment of Section 5.1.  Section 5.1 of the Credit Agreement 
is hereby amended by amending and restating subsection (b) thereof to read as 
follows:

          (b)  In order to secure the payment and performance of the Borrowers'
     Obligation, the Borrowers agree to cause a financial institution 
     satisfactory to the Bank to issue a standby letter of credit in the 
     face amount of not less than $4,100,959, in form and substance 
     satisfactory to the Bank ( the "Required LOC") and to maintain the 
     Required LOC so long as any Obligations are outstanding and until the 
     Bank's Commitment shall have terminated.

          1.5  Amendment of Section 6.1. Section 6.1 of the Credit Agreement 
is hereby amended by inserting the following immediately after the last 
sentence of subsection (a) thereof:

     The Bank shall have received the Required LOC.




                                                                Page 2  of 4
<PAGE>


          1.6  Amendment to Section 10.5.  Section 10.5 of the Credit Agreement 
is hereby amended and restated to read in its entirety as follows:

          10.5  Capital Expenditures.  The Borrowers and their subsidiaries 
     shall not make aggregate Capital Expenditures in excess of 
     (i) $1,500,000 during fiscal year ending December 31, 1996, 
     (ii) $2,000,000 during fiscal year ending December 31, 1997, 
     and (iii) $2,500,000 during any fiscal year thereafter.

     2.  Termination of Cash Collateral Pledge Agreement.  The Cash Collateral 
Pledge Agreement is hereby terminated and the Bank releases its security 
interest in the Collateral under and as defined in the Cash Collateral Pledge 
Agreement.

     3.  Representations and warranties.  The Borrowers hereby represent and 
warrant to the Bank as follows:

         3.1  Representations in loan Documents.  Each of the representations 
and warranties made by or on behalf of the Borrowers in any of the Loan 
Documents was true and correct when made and is true and correct on and as of 
the date of this Amendment, except to the extent that any such representation or
warranty relates by its express terms solely to a prior date.

         3.2  No Defaults.  After giving effect to the amendments to the Credit 
Agreement effectuated by this Amendment, no Default or Event of Default exists.

         3.3  Corporate Authority and Enforceability.  This Amendment has been 
duly executed and delivered by the Borrowers and is in full force and effect 
as of the date hereof, and constitutes the valid and biding obligation of the 
Borrowers enforceable against the Borrowers in accordance with its terms.

     4.  No Other Amendments.  Except as specifically provided herein, the terms
and provisions of the Credit Agreement shall be and remain unaltered and in full
force and effect.

     5.  Miscellaneous.  This Amendment shall be governed by and constructed in 
accordance with the laws of The Commonwealth of Massachusetts (without regard to
conflicts of laws principles). This Amendment may be executed in several 
counterparts and by each party on a separate counterpart, each of which when 
so executed and delivered shall be an original, but all of which together shall 
constitute one instrument.
















                                                                Page 3  of 4
<PAGE>


     IN WITNESS WHEREOF, the undersigned have caused this Amendment to be 
executed under seals as of the date first set forth above.


                                          THE VINCAM GROUP, INC.

                                          BY:/s/ CARLOS A. SALADRIGAS
                                             ------------------------------
                                             Name:  Carlos A. Saladrigas
                                             Title: Chairman, President and 
                                                    Chief Financial Officer

                                          VINCAM HUMAN RESOURCES, INC.
                                          VINCAM HUMAN RESOURCES, INC. I
                                          VINCAM HUMAN RESOURCES, INC. II
                                          VINCAM HUMAN RESOURCES, INC. III
                                          VINCAM HUMAN RESOURCES, INC. IV
                                          VINCAM HUMAN RESOURCES, INC. V
                                          VINCAM HUMAN RESOURCES, INC. VI
                                          VINCAM HUMAN RESOURCES, INC. XII
                                          VINCAM HUMAN RESOURCES OF 
                                              MICHIGAN, INC.
                                          VINCAM OCCUPATIONAL HEALTH
                                              SYSTEMS, INC.
                                          PERSONNEL RESOURCES, INC.
                                          VINCAM INSURANCE SERVICES, INC.
                                          VINCAM PRACTICE MANAGEMENT, INC.
                                          AMERICAN PEDIATRIC SYSTEMS, INC.
                                          PSYCH/CARE, INC.

                                          BY:/s/ CARLOS A. SALADRIGAS
                                             ------------------------------
                                             Name:  Carlos A. Saladrigas
                                             Title: President


                                          FLEET NATIONAL BANK

                                          BY:/s/ GINGER C. STOLZENTHALER
                                             ------------------------------
                                             Name:  Ginger C. Stolzenthaler
                                             Title: Vice President
















                                                                Page 4  of 4
<PAGE>
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{"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": "97501053"}, "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)            December 10, 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)             File Number)       Identification No.)

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

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 4
Item 5.  Other Events

On December 24, 1996, The Vincam Group, Inc. entered into a definitive 
merger agreement with Staff Administrators, Inc. ("SAI"), a privately-held 
professional employer organization ("PEO") headquartered in Denver, Colorado 
with approximately 220 clients and 3,600 worksite employees

Vincam will issue 520,000 shares of its common stock in exchange for all of 
the equity in SAI and its subsidiaries. The transaction will be accounted for 
as a pooling of interests and is expected to close in January 1997.

As a PEO, SAI 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.

For the eleven months ended November 30, 1996, SAI had revenues of 
approximately $70 million and expects to have an operating loss for the year 
ending December 31, 1996.

On December 10, 1996, The Vincam Group, Inc. announced that it has entered into 
an agreement with Reliance National Insurance Company to provide workers' 
compensation insurance coverage. The agreement will provide the Company with 
a three-year guaranteed cost program and commutation provision which allows
the Company the opportunity to buy back its losses, for each year, at any
time in the future. Additionaly, the agreement will include a full risk
transfer of the company's losses and exposure through Commercial Risk
Re-Insurance Company and Reliance under its existing large deductible
workers' compensation insurance policies for the years 1994, 1995 and 1996.

On December 31, 1996, The Vincam Group, Inc. signed an Agreement and Amendment 
No. 1 to Amended and Restated Credit Agreement with Fleet National Bank (the 
"Amendment"). Among other things the Amendment terminates the Company's cash 
collateral pledge of approximately $4.0 million, extends the maturity date of 
the revolving line of credit from June 5, 1997 to December 31, 1997, and 
increases the borrowing capacity for working capital under the $13.0 million
revolving line of credit from $1.0 million to $2.0 million.

Certain statements in this Form 8-K constitute "forward-looking statements" 
within the meaning of the Private Securities Litigation Reform Act of 1995. 
For this purpose, any statements contained herein that are not statements of 
historical facts may be deemed to be forward-looking statements. Without 
limiting the foregoing, the words "believes," "anticipates," "plans," 
"expects," "intends" and similar expressions are intended to identify 
forward-looking statements. Such forward-looking statements involve known and 
unknown risks, uncertainties and other factors, which may cause the actual 
results, performance or achievements of the Company to be materially different 
from any future results, performance or achievements expressed or implied by 
such forward-looking statements. Such known and unknown risks, uncertainties 
and other factors include, among others, the following: (i) potential for 
unfavorable interpretation of government regulations relating to labor, taxes,
insurance, employment matters and the provision of managed care services; 
(ii) the Company's ability to obtain or maintain all required licenses or 
certifications required to further expand the range of specialized managed 

                                                                Page 2  of 4
care services offered by the Company; (iii) potential increases in the 
Company's costs, such as health care costs, that the Company may not be able 
to reflect immediately in its service fees; (iv) the Company's ability to 
offer its services to prospective clients in additional states where
it has less or no market penetration; (v) higher than expected workers'
compensation claims under the Company's large deductible workers' compensation
insurance policies; (vi) the level of acquisition opportunities available 
to the Company; (vii) the financial condition of the Company's clients; 
(viii) additional regulatory requirements affecting the Company; (ix) the 
impact of competition from existing and new PEO companies; and (x) other factors
which are described in further detail in the Company's filings with the 
Securities and Exchange Commission.

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

  (c) Exhibits

 Exhibit
   No.
--------

    2    Agreement and Plan of Merger by and Among The Vincam Group, Inc.,
          Staff Administrators, Inc. and Michael C. Koltak and Robert J. 
          Quinette, dated as of December 24, 1996, including the form of 
          Registration Agreement, Escrow Agreement, and Agreement and Plan 
          of Merger with respect to Staff Administrators of Western
          Colorado, Inc. which are exhibits thereto.* 

   10   Agreement and Amendement No.1 to Amended and Restated Credit
         Agreement,dated as of December 31, 1996, by and among The Vincam 
         Group, Inc., its subsidiaries and Fleet National Bank.

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

*  Not all exhibits to Exhibit 2 have not been filed with the Securities and 
   Exchange Commission (the "Commission"). The registrant agrees to provide 
   those exhibits supplementally upon the request of the Commission.

                                                                Page 3  of 4
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:  January 3, 1997                          By /s/ STEPHEN L. WAECHTER
                                                 -----------------------------
                                                 Stephen L. Waechter
                                                 Chief Financial Officer

                                                                Page 4  of 4
THE VINCAM GROUP, INC.

                                   INDEX TO ITEM 7(c)

                                        EXHIBITS

 Exhibit
   No.                  
--------

    2    Agreement and Plan of Merger by and Among The Vincam Group, Inc.,
          Staff Administrators, Inc. and Michael C. Koltak and Robert J. 
          Quinette, dated as of December 24, 1996, including the form of 
          Registration Agreement, Escrow Agreement, and Agreement and Plan 
          of Merger with respect to Staff Administrators, Inc. of Western
          Colorado, Inc. which are exhibits thereto.

   10   Agreement and Amendement No.1 to Amended and Restated Credit
         Agreement,dated as of December 31, 1996, by and among The Vincam 
         Group, Inc., its subsidiaries and Fleet National Bank.
Exhibit 2

                   Agreement and Plan of Merger

                          by and Among

                      The Vincam Group, Inc.,

                    Staff Administrators, Inc.

                                and

              Michael C. Koltak and Robert J. Quinette

                         December 24, 1996
THE PAGINATION REFERENCE IN THE FOLLOWING TABLE OF CONTENTS MAKE
REFERENCE TO THE ORIGINAL DOCUMENT.

TABLE OF CONTENTS

     ARTICLE I
     THE MERGER                                       1
     SECTION 1.01  The Merger                         1
     SECTION 1.02  Effective Time                     2
     SECTION 1.03  Effect of the Merger               2
     SECTION 1.04  Articles of Incorporation; By-Laws 2
     SECTION 1.05  Directors and Officers             2
     SECTION 1.06  Taking Necessary Action; Further 
          Action                                      2
     SECTION 1.07  The Closing                        2

     ARTICLE II
     EFFECT ON CAPITAL STOCK; EXCHANGE OF 
          CERTIFICATES                                3 
     SECTION 2.01 Effect on Capital Stock             3
     SECTION 2.02  Delivery of Per Share Merger 
          Consideration                               4
     SECTION 2.03 Registration Rights                 6
     SECTION 2.04 Accounting Treatment                6
     SECTION 2.05 Tax Treatment                       6

     ARTICLE III
     DEFINITIONS                                      7

     ARTICLE IV
     REPRESENTATIONS AND WARRANTIES OF THE COMPANY 
          AND THE SHAREHOLDERS                        8
     SECTION 4.01  Organization and Qualification; 
          No Subsidiaries                             8
     SECTION 4.02  Articles of Incorporation; By-Laws 9
     SECTION 4.03  Capitalization                     9
     SECTION 4.04  Authority; Enforceability          10
     SECTION 4.05  Noncontravention; Required 
          Filings and Consents                        10
     SECTION 4.06  Permits; Compliance                11
     SECTION 4.07  Reports; Financial Statements      12
     SECTION 4.08  Absence of Certain Changes or 
          Events                                      14
     SECTION 4.09  Absence of Litigation              15
     SECTION 4.10  Contracts; No Default              16
     SECTION 4.11  Employee Benefit Plans; Labor 
          Matters                                     18
     SECTION 4.12 Taxes                               20
     SECTION 4.13 Intellectual Property Rights        22
     SECTION 4.14  Insurance                          23
     SECTION 4.15  Brokers                            23
     SECTION 4.16  Title to Properties                23
     SECTION 4.17 Notes and Accounts Receivable       25
     SECTION 4.18 Tax Payment and Direct Deposit 
          Service                                     25
     SECTION 4.19 Related Parties                     25
     SECTION 4.20  Disclosure                         26
                                         i
ARTICLE V
     REPRESENTATIONS AND WARRANTIES OF THE 
          SHAREHOLDERS                                26
     SECTION 5.01 Authority; Enforceability           26
     SECTION 5.02   Noncontravention                  26
     SECTION 5.03 Investment                          27
     SECTION 5.04  Company Shares                     27
     SECTION 5.05 Share Ownership                     27
     SECTION 5.06 Disclosure                          28

     ARTICLE VI
     REPRESENTATIONS AND WARRANTIES OF ACQUIROR       28
     SECTION 6.01  Organization and Qualification     28
     SECTION 6.02  Capitalization                     28
     SECTION 6.03  Authority                          29
     SECTION 6.04  No Conflict, Required Filings 
          and Consents                                29
     SECTION 6.05  Reports; Financial Statements      30
     SECTION 6.06  Absence of Certain Changes or 
          Events                                      31
     SECTION 6.07  Brokers                            31

     ARTICLE VII
     COVENANTS RELATING TO CONDUCT OF BUSINESS        31
     SECTION 7.01  Affirmative Covenants of the 
          Company                                     31
     SECTION 7.02  Negative Covenants of the 
          Company                                     32
     SECTION 7.03  Access and Information             34

     ARTICLE VIII
     ADDITIONAL AGREEMENTS                            35
     SECTION 8.01  Appropriate Action; Consents; 
          Filings                                     35
     SECTION 8.02  Update Disclosure; Breaches        36
     SECTION 8.03  Affiliate Agreements; Tax 
          Treatment                                   37
     SECTION 8.04  Public Announcements               37
     SECTION 8.05 NMS Listing                         37
     SECTION 8.06 Survival of Representations and 
          Warranties; Indemnification                 37
     SECTION 8.07  Obligations of Acquiror Sub        39
     SECTION 8.08  Accounting Treatment               39
     SECTION 8.09  Good Faith                         39
     SECTION 8.10  Publication of Post-Merger Results 39
     SECTION 8.11  Legend                             39
     SECTION 8.12  Employee Benefit Plan              40
     SECTION 8.13 Confidentiality and Non-Competition 
          Agreement                                   40

     ARTICLE IX
     CLOSING CONDITIONS                               40
     SECTION 9.01  Conditions to Obligations of Each 
          Party Under This Agreement                  40

                                         ii
ARTICLE X
     TERMINATION; AMENDMENT                           45
     SECTION 10.01 Termination                        45
     SECTION 10.02 Effect of Termination              45
     SECTION 10.03  Fees and Expenses                 46

     ARTICLE XI
     GENERAL PROVISIONS                               46
     SECTION 11.01  Notices                           46
     SECTION 11.02 Amendment                          47
     SECTION 11.03 Waiver                             48
     SECTION 11.04 Headings                           48
     SECTION 11.05 Severability                       48
     SECTION 11.06 Entire Agreement                   48
     SECTION 11.07 Assignment                         48
     SECTION 11.08 Parties in Interest                48
     SECTION 11.09 Governing Law                      49
     SECTION 11.10  Counterparts; Facsimile 
          Signatures                                  49
     SECTION 11.11 Attorneys  Fees                    49

     EXHIBITS

     Exhibit 2.02           Escrow Agreement*
     Exhibit 2.03           Registration Agreement*
     Exhibit 4.01           Company Disclosure Schedule
     Exhibit 7.01           Staff Administrators of Western
                             Colorado, Inc. Merger Agreement*
     Exhibit 8.03           Affiliate Agreement
     Exhibit 9.01(c)(v)     Non-Competition and  
                             Confidentiality Agreement
     Exhibit 9.01(c)(xvii)  Promissory Note

* Exhibit included as part of this filing.

                                         iii
AGREEMENT AND PLAN OF MERGER

     This Agreement and Plan of Merger, dated as of 
December 24, 1996 (this  Agreement ), is by and among 
The Vincam Group, Inc., a Florida corporation ( Acquiror 
), Staff Administrators, Inc., a Colorado corporation 
(the  Company ), Michael C. Koltak and Robert J. 
Quinette.  In this Agreement, Messrs. Koltak and 
Quinette are referred to collectively as the  
Shareholders  and individually as a  Shareholder. 

                         RECITALS:

     A.  Subject to the provisions of this Agreement and 
the satisfaction of the conditions to this Agreement, 
the Company shall be merged (the  Merger ) with a wholly 
owned subsidiary of Acquiror ( Acquiror Sub ) at the 
time provided for in Section 1.02.  Following the 
Merger, the Company shall be a wholly owned subsidiary 
of the Acquiror.  Shares of common stock, no par value, 
of the Company ( Company Common Stock ) issued and 
outstanding prior to the Merger will be converted into 
shares of common stock, $.001 par value, of the Acquiror 
( Acquiror Common Stock ) pursuant to the exchange ratio 
set forth in Article II of this Agreement.

     B.  The parties hereto desire to enter into this 
Agreement for the purpose of setting forth certain 
representations, warranties and covenants made by each 
to the other as an inducement to the execution and 
delivery of this Agreement and the conditions precedent 
to the consummation of the Merger.

     NOW, THEREFORE, in consideration of the premises 
and of the mutual provisions, agreements and covenants 
herein contained, Acquiror, Company and the Shareholders 
agree as follows:

                          ARTICLE I

                          THE MERGER

SECTION 1.01  The Merger.  Upon the terms and subject to 
the conditions set forth in this Agreement, and in 
accordance with the Colorado Business Corporation Act 
(the  Colorado Code ), at the Effective Time (as defined 
below), the Acquiror Sub shall be merged with and into 
the Company.  As a result of the Merger, the separate 
corporate existence of the Acquiror Sub shall cease and 
the Company shall continue as the surviving corporation 
of the Merger (the  Surviving Corporation ).  Acquiror 
Sub and the Company are collectively referred to in this 
Agreement as the  Constituent Corporations. 

                                                                Page 1  of 54
SECTION 1.02  Effective Time.  At the Closing (as 
defined below), the parties shall cause the Merger to be 
consummated by filing articles of merger (the  Articles 
of Merger ) with the Secretary of State of Colorado in 
such form as required by, and executed in accordance 
with, the relevant provisions of the Colorado Code (the 
effective date and time specified in such filing, which 
shall be no earlier than January 1, 1997, being the  
Effective Time ).

SECTION 1.03  Effect of the Merger.  At the Effective 
Time, the effect of the Merger shall be as provided in 
the applicable provisions of the Colorado Code.  Without 
limiting the generality of such act, and subject to its 
provisions, at the Effective Time, all the property, 
interests, assets, rights, privileges, immunities, 
powers and franchises of Acquiror Sub and the Company 
shall vest in the Surviving Corporation, and all debts, 
liabilities, duties and obligations of Acquiror Sub and 
the Company shall become the debts, liabilities, duties 
and obligations of the Surviving Corporation.

SECTION 1.04  Articles of Incorporation; By-Laws.  At 
the Effective Time, the Articles of Incorporation and 
the By-Laws of the Acquiror Sub shall be the Articles of 
Incorporation and the By-Laws of the Surviving 
Corporation.

SECTION 1.05  Directors and Officers;.  The directors of 
Acquiror Sub immediately prior to the Effective Time 
shall be the initial directors of the Surviving 
Corporation, each to hold office in accordance with the 
Articles of Incorporation and By-Laws of the Surviving 
Corporation, and the officers of Acquiror Sub 
immediately prior to the Effective Time shall be the 
initial officers of the Surviving Corporation, in each 
case until their respective successors are duly elected 
or appointed and qualified.

SECTION 1.06  Taking Necessary Action; Further Action;.  
Acquiror, Acquiror Sub and the Company, respectively, 
shall each use its best reasonable efforts to take all 
such action as may be necessary or appropriate to 
effectuate the Merger under the Colorado Code at the 
Effective Time.  If, at any time after the Effective 
Time, any further action is necessary or desirable to 
carry out the purposes of this Agreement and to vest the 
Surviving Corporation with full right, title and 
possession to all properties, interests, assets, rights, 
privileges, immunities, powers and franchises of either 
of the Constituent Corporations, the officers of the 
Surviving Corporation are fully authorized in the name 
of each Constituent Corporation or otherwise to take, 
and shall take, all such lawful and necessary action.

                                                                Page 2  of 54
SECTION 1.07  The Closing;.  The closing of the 
transactions contemplated by this Agreement (the  
Closing ) shall be held as promptly as practicable, but 
not more than two business days following the 
satisfaction of, or waiver by the party entitled to 
satisfaction of, all conditions precedent to the Merger 
specified in this Agreement, unless duly waived by the 
party entitled to satisfaction thereof.  The Closing 
will take place at the offices of Steel Hector & Davis 
LLP, 200 S. Biscayne Blvd., Suite 4000, Miami, Florida 
33131-2398, at 10:00 a.m. local Miami time on such date, 
or at such other time and place as the parties may 
agree.

                      ARTICLE II

  EFFECT ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES

SECTION 2.01 Effect on Capital Stock;.  At the Effective 
Time, by virtue of the Merger and without any further 
action on the part of Acquiror Sub, the Company or the 
holders of Company Common Stock:

     (a)     All issued and outstanding shares of 
capital stock of Acquiror Sub shall continue to be 
issued and shall be converted into 1,000 shares of 
common stock of the Surviving Corporation.  Each stock 
certificate of Acquiror Sub evidencing ownership of any 
such shares shall evidence ownership of such shares of 
capital stock of the Surviving Corporation.

     (b)     Each share of Company Common Stock, or 
fraction thereof, issued and outstanding immediately 
prior to the Effective Time (other than any shares of 
Company Common Stock to be cancelled pursuant to Section 
2.01(e)) and other than shares as to which a demand for 
dissenter s rights shall have been duly perfected in 
accordance with the Colorado Code ( Dissenting Shares ), 
shall be converted, without any action on the part of 
the holders thereof into 2,500 shares of Acquiror Common 
Stock (the  Per Share Merger Consideration ).  The 
shares of Company Common Stock issued and outstanding 
immediately prior to the Effective Time (other than any 
shares of Company Common Stock to be cancelled pursuant 
to Section 2.01(e) and any Dissenting Shares) are 
sometimes referred to herein as the  Outstanding Company 
Shares.  

     (c)     All such shares of Company Common Stock so 
converted shall no longer be outstanding and shall 
automatically be cancelled and retired and shall cease 
to exist, and each certificate previously representing 
any such shares shall thereafter represent the right to 

                                                                Page 3  of 54
receive the aggregate per share consideration into which 
such Company Common Stock was converted in the Merger.  
No fractional share of Acquiror Common Stock shall be 
issued, and, in lieu thereof, a cash payment shall be 
made pursuant to Section 2.02(d) hereof.

     (d)     No fractional shares of Acquiror Common 
Stock shall be issued, but in lieu thereof each holder 
of shares of Company Common Stock who would otherwise be 
entitled to receive a fraction of a share of Acquiror 
Common Stock (after aggregating all fractional shares of 
Acquiror Common Stock to be received by such holder) 
shall receive from Acquiror an amount of cash equal to 
the product of (i) the fraction of a share of Acquiror 
Common Stock to which such holder would otherwise be 
entitled, and (ii) the average closing price, as 
reported on the Nasdaq National Market, of a share of 
Acquiror Common Stock for the ten (10) days on which 
Acquiror Common Stock has traded immediately preceding 
the Closing (the  Market Value ).

     (e)     Each share of Company Common Stock held in 
the treasury of the Company shall be cancelled and 
extinguished without any conversion of such shares and 
no payment shall be made with respect to such shares.

SECTION 2.02  Delivery of Per Share Merger 
Consideration;.  (a) At the Closing, Acquiror shall 
deliver to Norwest Bank Colorado, N.A., in Denver, 
Colorado, acting in the capacity of escrow agent (the  
Escrow Agent ), and to the holders of the Outstanding 
Company Shares, certificates representing the shares of 
Acquiror Common Stock and the cash, in immediately 
available funds, to which the holders of Outstanding 
Company Shares shall be entitled pursuant to Section 
2.01, as further provided below.  Fifty percent (50%) of 
the fees of the Escrow Agent shall be borne by the 
Acquiror, and twenty five percent (25%) of the fees of 
the Escrow Agent shall be borne by each of the 
Shareholders.

     (b)     At the Closing, each holder of record 
(other than Acquiror or Acquiror Sub or any other 
Subsidiary of Acquiror) of a certificate or certificates 
which immediately prior to the Effective Time 
represented Outstanding Company Shares (individually a  
Certificate  and collectively the  Certificates ) shall 
deliver to the Acquiror such shareholder s Certificates.  
The holder of such Certificate(s) shall be entitled to 
receive in exchange therefor a certificate representing 
all of the shares of Acquiror Common Stock (other than 
those shares being placed in escrow as described below) 
and the cash, if any, that such holder is entitled to 
receive pursuant to Section 2.01(d).  Of the shares 
otherwise issuable to the holders of Outstanding Company 

                                                                Page 4  of 54
Shares, an aggregate number of shares equal to 10% of 
the number of shares of Acquiror Common Stock issuable 
to such holders hereunder (the  Indemnification Escrow 
Shares ) shall be deposited by the Acquiror with the 
Escrow Agent in accordance with the terms and provisions 
of an escrow agreement substantially in the form 
attached as Exhibit 2.02 (the  Escrow Agreement ).  The 
number of Indemnification Escrow Shares to be delivered 
to the Escrow Agent on behalf of each holder of 
Outstanding Company Shares shall equal the product of 
(i) the total number of Escrow Shares to be delivered to 
the Escrow Agent and (ii) a fraction, the numerator of 
which is the number of shares of Acquiror Common Stock 
into which such holder s Outstanding Company Shares are 
converted as a result of the Merger and the denominator 
of which is the total number of shares of Acquiror 
Common Stock into which all of the Outstanding Company 
Shares are converted as a result of the Merger, rounded 
up to the next whole share.  The delivery of the 
Indemnification Escrow Shares shall be made on behalf of 
the holders of the Outstanding Company Shares in 
accordance with the provisions hereof, with the same 
force and effect as if such shares had been delivered by 
Acquiror directly to such holders and subsequently 
delivered by such holders to the Escrow Agent.  The 
shares so deposited shall be evidenced by separate 
certificates in the names of each of the holders of the 
Outstanding Company Shares.  The adoption of this 
Agreement by the Shareholders shall also constitute 
their approval of the terms and provisions of the Escrow 
Agreement, including the indemnification provided for 
therein and their confirmation of the appointment of 
Norwest Bank Colorado, N.A. to act as Escrow Agent.  

     (c)     If any certificate for shares of Acquiror 
Common Stock is to be issued in a name other than that 
in which the certificate surrendered in exchange 
therefor is registered, it will be a condition of the 
issuance thereof that such transfer be in compliance 
with any applicable state and federal securities laws 
and that the certificate so surrendered will be properly 
endorsed and otherwise in proper form for transfer and 
that the person requesting such exchange will have paid 
to Acquiror or any agent designated by it any transfer 
or other taxes required by reason of the issuance of a 
certificate for shares of Acquiror Common Stock in any 
name other than that of the registered holder of the 
certificate surrendered, or established to the 
satisfaction of Acquiror or any agent designated by it 
that such tax has been paid or is not payable.

     (d)     Until surrendered as contemplated by this 
Section 2.02, each Certificate shall be deemed at any 
time after the Effective Time to represent only the 
right to receive upon surrender (i) the Per Share Merger 

                                                                Page 5  of 54
Consideration into which the shares of Company Common 
Stock previously represented by such Certificate were 
converted at the Effective Time, (ii) cash in lieu of 
any fractional shares of Acquiror Common Stock to which 
such holder is entitled pursuant to Section 2.01(d) and 
(iii) any dividends or other distributions to which such 
holder is entitled pursuant to Section 2.02(f).

     (e)      At and after the Effective Time, the 
holders of Certificates shall cease to have any rights 
as shareholders of the Company, except for the right to 
surrender Certificates to be converted pursuant to 
Section 2.01.  All shares of Acquiror Common Stock 
issued (and cash paid in lieu of fractional shares) upon 
conversion of the shares of Company Common Stock in 
accordance with the terms of this Agreement shall be 
deemed to have been issued and paid in full satisfaction 
of all rights pertaining to such shares of Company 
Common Stock.

     (f)     Holders of unsurrendered Certificates with 
respect to the shares of Acquiror Common Stock 
represented thereby shall be entitled to receive 
dividends and other distributions declared or made with 
respect to Acquiror Common Stock with a record date as 
of the close of business on or after the date on which 
the Effective Time occurs.  No such dividends or other 
distributions, however, and no cash payment in lieu of 
fractional shares payable pursuant to Section 2.01(d), 
shall be paid to the holder of any such unsurrendered 
Certificate until such holder shall surrender such 
Certificate.  Subject to the effect of escheat, tax or 
other applicable laws, following surrender of any such 
Certificate, there shall be paid to the holder of the 
certificates representing whole shares of Acquiror 
Common Stock issued in exchange therefor, without 
interest, (i) promptly, the amount of any cash payable 
with respect to a fractional share of Acquiror Common 
Stock to which such holder is entitled pursuant to 
Section 2.01(d) and the amount of dividends or other 
distributions with a record date as of the close of 
business on or after the Effective Time theretofore paid 
with respect to such whole shares of Acquiror Common 
Stock, and (ii) at the appropriate payment date, the 
amount of dividends or other distributions, with a 
record date as of the close of business on or after the 
Effective Time but prior to surrender, payable with 
respect to such whole shares of Acquiror Common Stock.

     (g)     If, between the date hereof and the 
Effective Time, the outstanding shares of Acquiror 
Common Stock shall be changed into a different number of 
shares or a different class by reason of any 
reclassification, recapitalization, split-up, exchange 
of shares or readjustment, or if a stock dividend 

                                                                Page 6  of 54
thereon shall be declared with a record date within such 
period, the number of shares of Acquiror Common Stock to 
be issued and delivered in the Merger for each 
outstanding shares of Company Common Stock as provided 
in this Agreement shall be correspondingly adjusted.  It 
is agreed and understood that the grant by the Acquiror 
of stock options pursuant to any stock option or stock 
incentive plan, or the exercise by any holder of such a 
stock option, shall not constitute an action of the type 
requiring adjustment pursuant to this Section 2.02.

SECTION 2.03 Registration Rights;.  The shares of 
Acquiror Common Stock received in the Merger shall be 
entitled to certain registration rights, as defined in 
and pursuant to the Registration Agreement attached as 
Exhibit 2.03.

SECTION 2.04 Accounting Treatment;.  The parties intend 
that the Merger shall be treated as a pooling of 
interests for accounting purposes.

SECTION 2.05 Tax Treatment;.  The Company and the 
Shareholders intend that the Merger will be a non-
taxable transaction to the holders of Company Common 
Stock under section 368(a)(2)(E) of the Internal Revenue 
Code of 1986, as amended.

                       ARTICLE III

                       DEFINITIONS 

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.

The term  Affiliate  means, with respect to a given 
person, a person who controls, is controlled by or is 
under common control with, such person.

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  means any 
change or effect that is materially adverse to the 
financial condition, results of operations, businesses, 
properties, assets or liabilities of the Company and its 
Subsidiaries, taken as a whole.  A change or effect 
shall be considered materially adverse if it has a 

                                                                Page 7  of 54
negative financial impact of at least $40,000.

The term  employee   includes, but is not limited to, 
any leased employee, co-employee, worksite employee, 
internal employee or corporate employee.

The term   Governmental Entity  means any federal, 
state, local, or foreign government or any agency 
thereof.

The term  knowledge  means the actual knowledge of a 
person, or of its current officers and directors in the 
case of a corporate person, after reasonable 
investigation.  For purposes of this definition,  
reasonable investigation  means that inquiry has been 
made of those Company persons employed or retained by 
the Company or its Subsidiaries (excluding leased 
employees of the Company) who are likely to know the 
facts of the subject matter being investigated and all 
files or documents in the possession of all such persons 
which relate to the subject matter being investigated 
have been reviewed.

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

The term  person  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  Subsidiary  (or its plural) as used in this 
Agreement with respect to the Company, Acquiror, the 
Surviving Corporation or any other person shall mean any 
corporation, partnership, joint venture or other legal 
entity of which the Company, Acquiror, the Surviving 
Corporation or such other  person, 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 THE SHAREHOLDERS

     The Company and each of the Shareholders jointly 
and severally represent and warrant to Acquiror that the 
statements contained in this Article IV are correct and 

                                                                Page 8  of 54
complete as of the date of this Agreement and will be 
correct and complete immediately prior to the Effective 
Time (as though made then and as though the Effective 
Time were substituted for the date of this Agreement 
throughout this Article IV).  In the event that, after 
the date hereof and prior to the Effective Time, any of 
the statements contained in this Article IV becomes 
incorrect or incomplete, the Company and the 
Shareholders shall provide notice to the Acquiror 
pursuant to Section 8.02.

SECTION 4.01  Organization and Qualification; No 
Subsidiaries;.  The Company and each of its Subsidiaries 
is a corporation, duly incorporated, validly existing 
and in good standing under the laws of its state of 
incorporation, and has all requisite corporate or other 
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 business conducted by it or the 
ownership or leasing of its properties makes such 
qualification necessary, except where the failure to be 
so qualified will not have, individually or in the 
aggregate with any other failure to be qualified, a 
Company Material Adverse Effect.  All of the Company s 
Subsidiaries, and their respective states of 
incorporation, are set forth in Section 4.01 of the 
disclosure schedule attached as Exhibit 4.01 (the  
Company Disclosure Schedule ).  Other than the entities 
listed in Section 4.01 of the Company Disclosure 
Schedule, the Company has never had, nor does it 
currently have, any Subsidiaries, nor has it owned, nor 
does it currently own, directly or indirectly, any 
capital stock or other equity securities of any 
corporation or have direct or indirect equity or 
ownership interest in any association, partnership, 
joint venture or other entity.  Section 4.01 of the 
Company Disclosure Schedule also lists by state, as of 
the most recent practicable date, the number of 
employees of the Company and each of its Subsidiaries in 
each state, according to the state(s) in which the 
employee is working as of such date.  Such list includes 
all employees of the Company or any of its Subsidiaries 
and includes separate lists for each of the Company and 
its Subsidiaries.

SECTION 4.02  Articles of Incorporation; By-Laws;.  The 
Company has furnished to Acquiror complete and correct 
copies of the Articles of Incorporation and By-Laws of 
the Company, Staff Administrators of California, Inc. ( 
SAI California ), Staff Administrators of Western 
Colorado, Inc. ( Western Colorado ), and Staff 
Administrators of CO., Inc. ( SAI Colorado ), as amended 
or restated, and as currently in effect.  Neither the 

                                                                Page 9  of 54
Company nor any of its Subsidiaries is 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 10,000 shares 
of Company Common Stock, of which 200 shares are issued 
and outstanding.  The Company has no other classes of 
stock.  The authorized capital stock of SAI California 
consists of 10,000 shares of common stock, no par value 
( SAI California Common Stock ), of which 10,000 shares 
are issued and outstanding.  All such issued and 
outstanding shares of SAI California Common Stock are 
owned, as of the date hereof, by the Company.  SAI 
California has no other classes of stock.  The 
authorized capital stock of SAI Colorado consists of 
1,000 shares of common stock, par value $10.00 per share 
( SAI Colorado Common Stock ), of which 1,000 shares are 
issued and outstanding.  All such issued and outstanding 
shares of SAI Colorado Common Stock are owned, as of the 
date hereof, by the Company.  SAI Colorado has no other 
classes of stock.  The authorized capital stock of 
Western Colorado consists of 50,000 shares of common 
stock, no par value ( Western Colorado Common Stock ), 
of which 50,000 shares are issued and outstanding.  
25,500 of such issued and outstanding shares of Western 
Colorado Common Stock are owned, as of the date hereof, 
by the Company, and 24,500 shares are owned by Kris 
Smith.  Western Colorado has no other classes of stock.  
At no time since January 1,1994 has the Company been 
controlled by another corporation.

     (b)     All outstanding shares of Company Common 
Stock, Western Colorado Common Stock, SAI Colorado 
Common Stock and SAI California Common Stock are duly 
authorized, validly issued, fully paid and 
non-assessable.  No outstanding shares of Company Common 
Stock, Western Colorado Common Stock, SAI Colorado 
Common Stock or SAI California Common Stock have been 
issued in violation of, or are currently subject to, any 
preemptive or similar rights, except that the parties 
acknowledge that the stock of SAI Colorado is subject to 
pre-emptive rights pursuant to its Articles of 
Incorporation.  Except as set forth in Section 4.03 of 
the Company Disclosure Schedule, there are no options, 
warrants or other rights, agreements, arrangements or 
commitments to which the Company or any of its 
Subsidiaries is a party of any character relating to the 
issued or unissued capital stock of any of the Company 
or its Subsidiaries or obligating any of them to grant, 
issue, sell or register for sale any shares of capital 
stock, by sale, lease, license or otherwise.  As of the 
date of this Agreement, there are no obligations, 
contingent or otherwise, of any of the Company or its 
Subsidiaries to provide funds to, or make any investment 

                                                                Page 10 of 54
in (in the form of a loan, capital contribution or 
otherwise), or provide any guarantee with respect to the 
obligations of, any other person (including the Company 
or any other Subsidiary).

     (c)     Since January 1, 1994, there have been no 
changes in the proportionate equity ownership of the 
Company.

SECTION 4.04  Authority; Enforceability;.  The Board of 
Directors of the Company has adopted this Agreement and 
recommended the Merger for the approval of the 
Shareholders pursuant to Sections 7-111-101 and 7-111-
103 of the Colorado Code.  The Shareholders have 
unanimously adopted and approved the Agreement and the 
Merger contemplated hereby.  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 and shareholder action and no 
other corporate or shareholder proceedings on the part 
of the Company, other than the filing of the Articles of 
Merger, 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 equitable 
principles.

SECTION 4.05  Noncontravention; 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 or 
any of its Subsidiaries; (ii) subject to giving the 
notices and obtaining the consents, approvals, 
authorizations or permits described in Section 4.05 of 
the Company Disclosure Schedule and the filing of the 
Articles of Merger, conflict with or violate any Laws 
applicable to the Company or its Subsidiaries or by 
which any of the Company or its Subsidiaries or their 
respective properties are 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, 

                                                                Page 11 of 54
or result in the creation of a lien or encumbrance on 
any of the properties or assets of the Company or its 
Subsidiaries pursuant to, any note, bond, mortgage, 
indenture, contract, agreement, lease, license, permit, 
franchise or other instrument or obligation to which the 
Company or any of its Subsidiaries is a party or by 
which the Company or any of its Subsidiaries or any of 
their respective properties are bound or affected, 
except for any such conflicts or violations described in 
clause (ii) that would not have, individually or in the 
aggregate, a Company Material Adverse Effect, and any 
such breaches or defaults described in clause (iii) that 
would not, individually or in the aggregate, have a 
Company Material Adverse Effect.

SECTION 4.06  Permits; Compliance;.  The Company and its 
Subsidiaries are in possession of all material 
franchises, grants, authorizations, licenses, permits, 
easements, variances, exemptions, consents, 
certificates, approvals and orders necessary for the 
Company and its Subsidiaries to own, lease and operate 
their properties or to carry on their businesses 
substantially as they are now being conducted (the  
Company Permits ) except where failure to have such 
Company Permits would not, individually or in the 
aggregate, have a Company Material Adverse Effect, and 
no suspension, revocation or cancellation of any of the 
Company Permits is pending or, to the knowledge of the 
Company and the Shareholders, threatened.  All of the 
Company Permits are set forth in Section 4.06 of the 
Company Disclosure Schedule.  The Company, its 
Subsidiaries and each of the Shareholders are licensed 
or registered as professional employer organizations 
and/or as control persons thereof, as appropriate, in 
each jurisdiction in which their activities require such 
licensing or registration, except where failure to be so 
licensed or registered will not have, individually or in 
the aggregate, a Company Material Adverse Effect.  All 
such professional employer organization licenses and 
registrations are set forth in Section 4.06 of the 
Company Disclosure Schedule.  Neither the Company nor 
any of its Subsidiaries nor, to the knowledge of the 
Company and the Shareholders, any client of the Company 
or any of its Subsidiaries, has operated (nor is any of 
the Company or any of its Subsidiaries or their 
respective clients currently operating) in violation of 
any Law applicable to the Company or its Subsidiaries or 
their respective clients or by which any of their 
respective properties is bound or affected, including 
without limitation, laws with respect to the regulation 
or licensure of professional employer organizations, the 
Occupational Safety and Health Act, the Environmental 
Protection Act, the Equal Employment Opportunities Act, 
the Age Discrimination in Employment Act, Title VII of 
the Civil Rights Act, the Vocational Rehabilitation Act, 

                                                                Page 12 of 54
the Americans with Disabilities Act (except that, as to 
the clients of the Company and its Subsidiaries, no 
representation is made as to compliance with the 
physical premises provisions thereof), the Vietnam Era 
Veterans Readjustment Act, the Fair Labor Standards Act, 
the Federal Drug Free Workplace Act, Laws with respect 
to immigration and naturalization and all Laws relating 
to wages and hours, workers  compensation, labor 
practice regulations, employment discrimination and 
state employee leasing and registration requirements, 
other than violations that, individually or in the 
aggregate, would not have a Company Material Adverse 
Effect.  Other than as disclosed in Section 4.09(a) of 
the Company Disclosure Schedule, neither the Company nor 
any of its Subsidiaries nor, to the knowledge of the 
Company and the Shareholders, any or their respective 
clients, is 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 
the respective incorporation of each, the Company and 
each of its Subsidiaries have 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 ), 
other than those forms, reports, statements or other 
documents, the failure of which to file has not had, and 
will not have, individually or in the aggregate, a 
Company Material Adverse Effect.  The Company Reports 
were prepared in all material respects in accordance 
with the requirements of applicable Law.

     (b)     The audited balance sheets of the Company 
for the years ended December 31, 1995 and December 31, 
1994 and the statements of income, changes in 
stockholders  equity and cash flows for each of the 
fiscal years in the three-year period ended on December 
31, 1995, including any notes thereto (the  Company 
Financial Statements ), all of which have been audited 
by Ehrhardt Keefe Steiner & Hottman P.C., certified 
public accountants, are attached as Section 4.07(b) of 
the Company Disclosure Schedule.  The Company Financial 
Statements (i) have been prepared 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 

                                                                Page 13 of 54
dates thereof and the results of operation and cash 
flows for the periods indicated.

     (c)     The unaudited balance sheet and statements 
of income, changes in stockholders  equity and cash 
flows of the Company for the ten months ended October 
31, 1996 attached as Section 4.07(c) of the Company 
Disclosure Schedule (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 past practice (except for 
footnotes to the Interim Financial Statements and 
appropriate year-end adjustments and other presentation 
items), and (ii) present fairly, in all material 
respects, the financial position of the Company as of 
October 31, 1996 and its results of operations and cash 
flows for the ten month period ended October 31, 1996.

     (d)     Except as and to the extent reflected or 
reserved in the balance sheet of the Company for the ten 
month period ended October 31, 1996 attached as Section 
4.07(c) of the Company Disclosure Schedule (the  Interim 
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, prepared in accordance 
with GAAP consistent with past practice, except for 
liabilities or obligations incurred in the ordinary 
course of business since October 31, 1996.

     (e)     Attached as Section 4.07(e) of the Company 
Disclosure Schedule is a true and complete copy of the 
latest projections of the consolidated income of the 
Company and its Subsidiaries for the two (2) months 
ended December 31, 1996.  Such projections are based on 
underlying assumptions of the Company which to the 
Company s and the Shareholders  knowledge provide a 
reasonable basis for the projections contained therein 
and have been prepared on the basis of the assumptions 
set forth therein, which the Company and the 
Shareholders believe are fair and reasonable in light of 
the historical financial performance of the Company and 
its Subsidiaries and of current and reasonably 
foreseeable business conditions.

     (f)     The reserves for workers  compensation and 
health care costs reflected on the Interim Balance Sheet 
are adequate and appropriate and have been accrued in 
accordance with generally accepted accounting 
principles.  The Company has not received any report 
(including, without limitation, a report from any 
actuary, insurance company or accountant) which suggests 
that any of the reserves reflected on the Interim 
Balance Sheet may be inadequate in any material respect.

                                                                Page 14 of 54
(g)     Ehrhardt Keefe Steiner & Hottman P.C., the 
accountants who have audited the Company Financial 
Statements, are independent accountants within the 
meaning of the Securities Act and the rules and 
regulations promulgated thereunder.  
SECTION 4.08  Absence of Certain Changes or 
Events;.  Except as disclosed is Section 4.08 of the 
Company Disclosure Schedule, since December 31, 1995:

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

     (b)     neither the Company nor any of its 
Subsidiaries has increased compensation to officers, key 
employees, consultants or to Excel Business Services, 
Incorporated 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); 

     (c)     neither the Company nor any of its 
Subsidiaries has made any distribution upon its capital 
stock, by way of dividend, repurchase or otherwise or 
made any loan or advance to any officer, director, 
shareholder or Affiliate (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;

     (d)     neither the Company nor any of its 
Subsidiaries has entered into any agreement, contract, 
lease, or license (or series of agreements, contract, 
leases, or licenses related to the same transaction or 
involving the same party or an affiliate thereof) 
involving more than $50,000;

     (e)  no party has accelerated, terminated, 
modified, or cancelled any agreement, contract, lease, 
or license (or series of agreements, contract, leases, 
or licenses related to the same transaction or involving 
the same party or an affiliate thereof) involving more 
than $50,000 to which the Company or any of its 
Subsidiaries is a party or by which the Company or any 
of its Subsidiaries is bound, or notified the Company or 
any of its Subsidiaries that it intends to do any of the 
foregoing;

     (f) neither the Company nor any of its Subsidiaries 
has granted any security interest in any of their 
assets, tangible, or intangible;

     (g) neither the Company nor any of its Subsidiaries 
has made a capital expenditure (or series of related 
capital expenditures) involving more than $50,000;

                                                                Page 15 of 54
(h) neither the Company nor any of its Subsidiaries 
has 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 related to the same transactions or 
involving the same party or an affiliate thereof) 
involving more than $50,000;

     (i) neither the Company nor any of its Subsidiaries 
has delayed or postponed the payment of accounts payable 
and other liabilities;

     (j) neither the Company nor any of its Subsidiaries 
has cancelled, compromised, waived, or released any 
right or claim (or series of related rights or claims) 
involving more than $25,000;

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

     (l)     neither the Company nor any of its 
Subsidiaries has entered into an employee leasing 
agreement which the Company or the Shareholders have 
reason to believe would require Company or any 
Subsidiary to provide services at a loss;

     (m)     neither the Company nor any of its 
Subsidiaries has entered into any commitment (contingent 
or otherwise) to do any of the foregoing.

SECTION 4.09  Absence of Litigation;.  (a) Section 
4.09(a) of the Company Disclosure Schedule lists all 
claims, actions, suits, litigations, proceedings, 
arbitrations or investigations of any kind against the 
Company or any of its Subsidiaries which are pending or, 
to the Company s and the Shareholders  knowledge, 
threatened.  To the knowledge of the Company and the 
Shareholders, there are no facts or circumstances with 
regard to which it is reasonably foreseeable that a 
claim, action, suit, litigation, proceeding, arbitration 
or investigation will be filed or initiated against the 
Company or any of its Subsidiaries, except as set forth 
in Section 4.09(a) of the Company Disclosure Schedule.  
Section 4.09(a) of the Company Disclosure Schedule lists 
all claims, actions, suits, litigations, proceedings, 
arbitrations or investigations of any kind against a 
client of the Company which, to the Company s and the 
Shareholder s knowledge are pending or threatened and 
with regard to which it is reasonably foreseeable that 
the Company or any of its Subsidiaries may be named as a 
defendant or as an indemnitor.  There is no action 
pending seeking to enjoin or restrain the Merger or the 
transactions contemplated by this Agreement. 

                                                                Page 16 of 54
(b)     Except as set forth in Section 4.09(b) of 
the Company Disclosure Schedule, neither the Company nor 
any of its Subsidiaries is subject to any continuing 
order of, consent decree, settlement agreement or other 
similar written agreement with, or, to the knowledge of 
the Company and the Shareholders, continuing 
investigation by, any Governmental Entity, or any 
judgment, order, writ, injunction, decree or award of 
any Governmental Entity or arbitrator, including without 
limitation, cease-and-desist orders.  To the knowledge 
of the Company and the Shareholders, no client of the 
Company or of any of its Subsidiaries is subject to any 
continuing order of, consent decree, settlement 
agreement or other similar written agreement with, or 
continuing investigation by, any Governmental Entity, or 
any judgment, order, writ, injunction, decree or award 
of any Governmental Entity or arbitrator, including 
without limitation, cease-and-desist orders other than 
such orders, decrees, agreements, investigations, 
judgments,  writs, injunctions or awards that (i) 
individually or in the aggregate, would not have a 
Company Material Adverse Effect or (ii) are not related 
to the client s agreement with the Company or any of its 
Subsidiaries.

SECTION 4.10  Contracts; No Default;.  (a) Section 
4.10(a) of the Company Disclosure Schedule sets forth as 
of the date of this Agreement a list of each contract or 
agreement to which the Company or any of its 
Subsidiaries is a party (each, a  Company Contract ):

          (i)      which is a professional employer 
organization agreement with any of the twenty (20) 
largest clients of the Company or any of its 
Subsidiaries, taken as a whole, as measured on the basis 
of either (x) the current number of employees or (y) 
current revenues; 

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

          (iii)     involving annual consideration in 
excess of $25,000;

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

          (v)     concerning confidentiality or non-
competition; 

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

                                                                Page 17 of 54
(vii)     involving indebtedness (other than 
trade payables arising in the ordinary course of 
business) or pursuant to which the Company or any of its 
Subsidiaries has guaranteed the indebtedness of another 
or pursuant to which a security interest in an asset of 
the Company or any of its Subsidiaries has been created;

          (viii)     concerning consulting services, 
changes of control, or severance or termination 
payments;

          (ix)     with respect to payment of taxes or 
tax sharing; 

          (x)     with respect to the promotion of the 
Company s or any of its Subsidiaries  business through 
the Internet or the World Wide Web or otherwise through 
a computer network; or

          (xi)     which is otherwise material to the 
business of the Company or any of its Subsidiaries, 
taken as a whole, or under which the consequences of a 
default or termination could have a Company Material 
Adverse Effect.

     (b)     The Company has delivered to the Acquiror a 
correct and complete copy of each Company Contract 
listed in Section 4.10(a) of the Company Disclosure 
Schedule.  Each Company Contract is in full force and 
effect, is a 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 
equitable principles, and there is no default (or any 
event known to the Company or the Shareholders which, 
with the giving of notice or lapse of time or both, 
would be a default) by the Company or any of its 
Subsidiaries or any other party to a Company Contract, 
in the timely performance of any obligation to be 
performed or paid under any such contract or agreement.  
The consummation of the transactions contemplated hereby 
will not affect the status of any Company Contract as a 
legal, valid, binding and enforceable agreement.  No 
party is seeking renegotiation of a Company Contract 
(except in connection with the negotiation of a renewal 
of a professional employer organization agreement in the 
ordinary course of business) or substitute performance 
thereunder nor has any party repudiated any provision 
thereunder or indicated that it intends to terminate or 
not renew a Company Contract.

     (c)     With respect to any professional employer 
organization agreement to which the Company or any of 
its Subsidiaries is a party, whether or not such 
agreement is currently in effect, Section 4.10(c) of the 

                                                                Page 18 of 54
Company Disclosure Schedule sets forth each claim for 
breach of contract or failure of performance in excess 
of $25,000 made against the Company or any of its 
Subsidiaries during the three years immediately 
preceding the date of this Agreement and through the 
Closing.

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

SECTION 4.11  Employee Benefit Plans; Labor Matters;.  
(a) Section 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 Section 401(k) plan, 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 any of its 
Subsidiaries or their respective ERISA Affiliates (as 
defined in Section 4.11(c) below) are entitled to 
participate by reason of their employment with the 
Company or any of its Subsidiaries or their respective 
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 any of its 
Subsidiaries or their respective ERISA Affiliates are a 
party or a sponsor or a fiduciary thereof or by which 
the Company or any of its Subsidiaries or their 
respective ERISA Affiliates (or any of their rights,  
properties or assets) are bound or (ii) with respect to 
which the Company or any of its Subsidiaries or their 
respective ERISA Affiliates have made any payments, 
contributions or commitments, or may otherwise have any 
liability (whether or not the Company or any of its 
Subsidiaries or their respective ERISA Affiliates still 
maintains such plan, trust, arrangement, contract, 
agreement, policy or commitment) (the  Employee Benefit 
Plans ).  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 

                                                                Page 19 of 54
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 or 
any of its Subsidiaries within the meaning of Section 
414(b), (c), (m) or (o) of the Code.  Section 4.11 of 
the Company Disclosure Schedule lists all ERISA 
Affiliates of the Company or any of its Subsidiaries.

     (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 and with respect to each of the 
Employee Benefit Plans that is subject to ERISA, other 
than a plan described in Section 3(2) of ERISA, the 
Company has at all times and continues to operate such 
plans in compliance (both in form and operation) with 
ERISA, the Code and all other applicable laws; no 
Employee Benefit Plan has an accumulated or waived 
funding deficiency within the meaning of Section 412 of 
the 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 any of its 
Subsidiaries or any of their ERISA Affiliates of 
incurring a liability to or on account of an 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 plan; and 
all contributions, premium payments or other amounts 
payable by the Company or any of its Subsidiaries or 

                                                                Page 20 of 54
their ERISA Affiliates through the Effective Time 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 Effective Time) 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)     Except for the employment, 
consulting, change of control and severance agreements 
set forth in Section 4.10(a) of the Company Disclosure 
Schedule, 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 any of its Subsidiaries or their ERISA 
Affiliates.

     (f)     The Company, its Subsidiaries and their 
respective clients are not a party to any collective 
bargaining or other labor union contracts.  There are no 
union organization attempts underway with respect to 
such employees.  There is no pending or, to the 
knowledge of the Company and the Shareholders, 
threatened labor dispute, strike or work stoppage 
involving such employees.  To the knowledge of the 
Company and the Shareholders, neither the Company nor 
any of its Subsidiaries nor any of their respective 
clients has committed any unfair labor practices (as 
defined in the National Labor Relations Act of 1947, as 
amended) in connection with the operation of its 
business, and there is no pending or, to the knowledge 
of the Company and the Shareholders, threatened charge 
or complaint against the Company or any of its 
Subsidiaries or any of their respective clients by the 
National Labor Relations Board or any comparable state 
or local agency.

SECTION 4.12 Taxes;. (a) Except as set forth in Section 
4.12 of the Company Disclosure Schedule: 

          (i)     all Returns (as defined below) in 
respect of Taxes (as defined below) required to be filed 
with respect to the Company or any of its Subsidiaries 
have been timely filed (including extensions) and no 
extension of time within which to file any such Return 

                                                                Page 21 of 54
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 or any of its Subsidiaries under Section 6655 of 
the Code or any comparable provision of state, local or 
foreign law have been made on the basis of a 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;

          (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;

          (v)     there are no outstanding subpoenas or 
requests for information with respect to any Returns or 
the Taxes reflected on such Returns;
          (vi)     neither the Company nor any of its 
Subsidiaries is a party to any Tax allocation or sharing 
agreement. Neither the Company nor any of its 
Subsidiaries (A) has ever been a member of an Affiliated 
Group, nor (B) has any 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;

          (vii)     neither the Company nor any of its 
Subsidiaries has, 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 or its 
Subsidiary, and no corporation that was included in the 
filing of a Return with the Company or any of its 
Subsidiaries 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;

          (viii)     no consent under Section 341(f) of 
the Code has been filed with respect to the Company or 
any of its Subsidiaries;

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

                                                                Page 22 of 54
(x)  all Taxes required to be withheld, 
collected or deposited by the Company or any of its 
Subsidiaries 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 or any of its 
Subsidiaries in an appropriate proceeding, and adequate 
reserves therefor have been provided on the Company s 
financial statements;

          (xi)     neither the Company nor any of its 
Subsidiaries was 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 or any of its Subsidiaries;

          (xii)     there is no material difference on 
the books of the Company or any of its Subsidiaries 
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;

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

          (xiv) neither the Company nor any of its 
Subsidiaries is, 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; and

          (xv) Staff Administrators of Western Colorado, 
Inc. made a valid election under Section 1362 of the 
Code and any corresponding state or local tax provisions 
to be an S corporation for the taxable periods set forth 
in Section 4.12 of the Company Disclosure Schedule.

     (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 
Governmental Entity or taxing authority or agency, 
including, without limitation, income, franchise, net 
worth, profits, gross receipts, minimum, alternative 
minimum, estimated, ad valorem, value added, sales, use, 

                                                                Page 23 of 54
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 taxes 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 by 
the Company or any of its Subsidiaries 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 
and each of its Subsidiaries owns, licenses 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 or in violation of any license 
or other agreement with respect thereto.  Each item of 
intellectual property owned or used by the Company prior 
to the Closing will be owned or available for use by the 
Surviving Corporation on the same terms and conditions 
immediately following the Closing.  The Company and each 
of its Subsidiaries has taken all such actions as are 
reasonably necessary to maintain and protect its 
intellectual property.  Section 4.13 of the Company 
Disclosure Schedule lists all of the intellectual 
property rights used by the Company or any of its 
Subsidiaries as well as any intellectual property rights 
owned by third parties and used by the Company or any of 
its Subsidiaries pursuant to licenses, sublicenses, 
agreements 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;.  Section 4.14(a) of the 
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 or any of its Subsidiaries (the  
Insurance Policies ), all of which have been made 
available to Acquiror.  The Insurance Policies are in 
full force and effect and neither the Company nor any of 
its Subsidiaries is in default with respect to any 

                                                                Page 24 of 54
provision contained in any Insurance Policy.  Neither 
the Company nor any of its Subsidiaries has 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.  Except as disclosed in 
Section 4.14(a) of the Company Disclosure Schedule, the 
Company and each of its Subsidiaries has been covered 
during the past three years by insurance for the 
activities in which it has engaged and the assets it has 
owned during this three year period.  A copy of each 
such Insurance Policy has been previously provided to 
Acquiror.

SECTION 4.15  Brokers;.  No broker, finder or investment 
banker 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 Shareholders.

SECTION 4.16  Title to Properties;. (a) Neither the 
Company nor any of its Subsidiaries owns any real 
property.

     (b)     All of the real property leased by the 
Company or any of its Subsidiaries (the  Leased Real 
Property ) is described in Section 4.16(b) of the 
Company Disclosure Schedule.  The leases for the Leased 
Real Property are in full force and effect and the 
Company or its Subsidiary 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 
Shareholders, neither the Company nor any of its 
Subsidiaries is in default under, and to the knowledge 
of the Company and the Shareholders no circumstances 
exist which, if unremedied, would, either with or 
without notice or the passage of time or both, result in 
the Company s or the Subsidiary s default under any of 
such leases.

     (c)     There are no pending or, to the knowledge 
of the Company and the Shareholders,  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 operation thereof under the Company's

                                                                Page 25 of 54
leases and have been operated and maintained in 
accordance with applicable laws, rules, and regulations 
as required under the Company's leases.

     (e)     To the knowledge of the Company and the 
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 and there are no parties (other than a 
Subsidiary of the Company) in possession of any Leased 
Real Property of a Subsidiary of the Company.

     (g)     All facilities located on the 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, to 
the knowledge of the Company and the Shareholders, 
adequate in accordance with all applicable laws, 
ordinances, rules and regulations.

     (h)     Each parcel of Leased Real Property abuts 
on and has direct vehicular access to a public road.

     (i)     To the knowledge of the Company and the 
Shareholders, neither the Company nor any of its 
Subsidiaries is in violation of any applicable zoning 
ordinance or other similar law, regulation or 
requirement.

     (j)     Neither the Company nor any of its 
Subsidiaries is in violation of laws relating to 
environmental protection with respect to the Leased Real 
Property or with respect to any other real property 
leased or occupied by such person at any time or with 
respect to any real property for which such person could 
be liable as a result of the activities or actions of 
its employees, nor is any such person subject to any 
liability for clean up or remediation under any federal, 
state or local law.  Neither the Company nor any of its 
Subsidiaries has received any written notification from 
any Governmental Entity with respect to existing 
violations of any Laws governing environmental 
protection with respect to the Leased Real Property or 
with respect to any other real property leased or 
occupied by such person at any time or with respect to 
any real property for which such person could be liable 
as a result of the activities or actions of its 
employees.

                                                                Page 26 of 54
(k)     The Company and each of its Subsidiaries 
owns good title to each item of tangible personal 
property reflected in the Interim Financial Statements 
free and clear of any liens, encumbrances, options or 
other agreements, except as described in Section 4.16(k) 
of the Company Disclosure Schedule.

SECTION 4.17 Notes and Accounts Receivable;.  All notes 
and accounts receivable of the Company and its 
Subsidiaries are (i) reflected properly on the Company s 
books and records; (ii) are valid receivables subject to 
no contractual setoffs or, to the knowledge of the 
Company and the Shareholders, common law rights of 
setoff or counterclaim; and (iii) are current and 
collectible, subject only to the reserve for bad debts 
set forth on the face of the Interim Balance Sheet (as 
defined in Section 4.07), 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 who 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 date of this Agreement equals 
the amount of payments due to the relevant Tax 
authorities.

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

SECTION 4.19 Related Parties;.  Except as set forth in 
Section 4.19 of the Company Disclosure Schedule, no 
officer or director of the Company or any of its 
Subsidiaries, or any Affiliate of such person, has, 
either directly or indirectly, (a) an interest in any 
corporation, partnership, firm or other person or entity 
which furnishes or sells services or products which are 
similar to those furnished or sold by the Company or its 
Subsidiaries, or (b) a beneficial interest in any 
contract or agreement to which the Company or any of its 
Subsidiaries is a party or by which the Company or any 
of its Subsidiaries may be bound.  For purposes of this 
Section 4.19, there shall be disregarded any interest 
which arises solely from ownership of less than a five 
percent (5%) equity interest in a corporation whose 
stock is regularly traded or quoted on a national 
securities exchange or over-the-counter market. 

SECTION 4.20  Disclosure;.  No representation or 
warranty contained in this Article IV, as qualified by 
the Company Disclosure Schedule, or in any Schedule or 

                                                                Page 27 of 54
Exhibit hereto or any closing certificate furnished or 
to be furnished by either the Company or the 
Shareholders to the Acquiror pursuant to this Agreement 
or in connection with the Merger contains or, at the 
Effective Time, will contain any untrue statement of a 
material fact, or omits or, at the Effective Time, will 
omit to state a material fact necessary to make the 
statements contained herein or therein not misleading.

                       ARTICLE V

            REPRESENTATIONS AND WARRANTIES 
                OF THE SHAREHOLDERS

     Each of the Shareholders severally but not jointly 
represents and warrants to Acquiror that the statements 
contained in this Article V are correct and complete as 
of the date of this Agreement and will be correct and 
complete as of the Effective Time (as though made then 
and as though the Effective Time were substituted for 
the date of this Agreement throughout this Article V).

SECTION 5.01 Authority; Enforceability;.  The 
Shareholder has full power and authority to execute and 
deliver this Agreement and to perform his obligations 
hereunder.  This Agreement constitutes the valid and 
legally binding obligation of the Shareholder, 
enforceable in accordance with its terms and conditions, 
subject to bankruptcy, insolvency, reorganization, 
moratorium and other laws limiting creditors  rights 
generally and to general equitable principles.  The 
Shareholder need not give any notice to, make any filing 
with, or obtain any authorization, consent, or approval 
of any Governmental Entity in order to consummate the 
transactions contemplated by this Agreement.  The 
Shareholder has taken all action required under Section 
7-111-103 of the Colorado Code to adopt and approve this 
Agreement and the Merger.

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 Governmental Entity, or court 
to which the Shareholder or the Company or any of its 
Subsidiaries 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 
Shareholder is a party or by which he is bound or to 
which any of his assets is subject.

                                                                Page 28 of 54
SECTION 5.03 Investment;.  Except as may be contemplated 
by the terms of the Registration Agreement, the 
Shareholder (A) is acquiring Acquiror Common Stock 
solely for his own account for investment purposes, and 
not with a view to the distribution or resale thereof, 
(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 
Prospectus of Acquiror dated May 9, 1996 and Acquiror s 
quarterly report on Form 10-Q for the quarter ended 
September 30, 1996, and has had the opportunity to 
obtain additional information as desired in order to 
evaluate the merits and the risks of an investment in 
Acquiror Common Stock, and (D) agrees to indemnify 
Acquiror and Acquiror Sub against any adverse 
consequences which shall arise as a result of a sale or 
distribution of such shares by Shareholder in violation 
of the Securities Act and state securities or state Blue 
Sky laws.  Shareholder acknowledges that the shares of 
Acquiror Common Stock being issued pursuant to the 
Merger have not been registered under the Securities Act 
or state securities or state Blue Sky laws and may only 
be transferred in compliance with such laws.

SECTION 5.04  Company Shares.;  The Shareholder owns of 
record and beneficially 100 shares of Company Common 
Stock, free and clear 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, demands, rights of first refusal or first offer, 
voting agreements or other limitations except as set 
forth in Section 5.04 of the Company Disclosure 
Schedule.  The Shareholder is not a party to any option, 
warrant, purchase right, or other contract or commitment 
that could require the Shareholder to sell, transfer, or 
otherwise dispose of any capital stock of the Company 
(other than this Agreement).  The 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 the Company.  The 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 preemptive or similar rights.

SECTION 5.05 Share Ownership;.  The Shareholder owns no 
shares of Acquiror Common Stock other than those it will 
receive pursuant to the Merger.  The Shareholder 

                                                                Page 29 of 54
understands that it is the intent of all parties that 
the Merger constitute a reorganization pursuant to Code 
section 368(a), and therefore represents that he has no 
present intent to dispose of Acquiror Common Stock 
received in the Merger.

SECTION 5.06 Disclosure;.  No representation or warranty 
contained in this Article V or in the Company Disclosure 
Schedule contains or, at the Effective Time, will 
contain any untrue statement of a material fact, or 
omits or, at the Effective Time, will omit to state a 
material fact necessary to make the statements contained 
herein or therein not misleading.

                        ARTICLE VI

             REPRESENTATIONS AND WARRANTIES
                       OF ACQUIROR 

     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 Florida, 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 business 
conducted by it or the ownership or leasing of its 
properties makes such qualification necessary, except 
where the failure to be so qualified will not have, 
individually or in the aggregate with any other failure 
to be qualified, an Acquiror Material Adverse Effect.  
On or prior to Closing, Acquiror Sub will be a 
corporation duly incorporated, validly existing and in 
good standing under the laws of its state of 
incorporation.

SECTION 6.02  Capitalization;.  (a) As of the date 
hereof, the authorized capital stock of Acquiror 
consisted of the following:

(i)     60,000,000 shares of Acquiror Common 
Stock of which:

               (y)     8,013,332 shares were issued and 
outstanding; and

               (z)     1,466,665 shares were reserved 
for future issuance pursuant to Acquiror 
s stock option and incentive plans 
relating to stock options and awards for 

                                                                Page 30 of 54
certain officers, employees, consultants 
and directors (the  Acquiror Options ); 
and

          (ii)     20,000,000 shares of series preferred 
stock, par value $.01 per share of which none 
was issued or outstanding.

     (b)     As of the date of this Agreement, all 
shares of Acquiror Common Stock issued and outstanding 
are duly authorized, validly issued, fully paid and 
non-assessable and not subject to preemptive rights, 
whether created by the Florida Business Corporation Act 
(the  Florida Act ) or otherwise and any shares of 
Acquiror Common Stock issuable in the Merger, when 
issued pursuant to this Agreement, will be duly 
authorized, validly issued, fully paid and non-
assessable and not subject to preemptive rights created 
by the Florida Act or otherwise.

     (c)     As of the Closing, the authorized capital 
stock of Acquiror Sub will consist of 1,000 shares of 
Common Stock, $.01 par value ( Acquiror Sub Common Stock 
) and will be held by Acquiror of record and 
beneficially.  Acquiror Sub will be a newly formed 
Subsidiary of Acquiror with no obligations except as 
contemplated by this Agreement.

SECTION 6.03  Authority;.  Acquiror has the requisite 
corporate power and authority to execute and deliver 
this Agreement, to perform its obligations hereunder and 
to consummate the transactions contemplated hereby.  The 
execution and delivery of this Agreement by Acquiror and 
the consummation by Acquiror of the transactions 
contemplated hereby 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 hereby, subject to the 
corporate and shareholder approvals of Acquiror Sub 
(which Acquiror shall cause to be obtained prior to 
Closing).  This Agreement has been duly executed and 
delivered by Acquiror and, assuming the due 
authorization, execution and delivery by the other 
parties hereto, constitutes the 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 6.04  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 and Acquiror Sub will not, (i) 
conflict with or violate the Articles of Incorporation 

                                                                Page 31 of 54
or By-Laws of Acquiror or Acquiror Sub, (ii) subject to 
the filing of the Articles of Merger, conflict with or 
violate any Laws applicable to Acquiror, Acquiror Sub or 
any of Acquiror s Subsidiaries or by which any of their 
respective properties is bound or affected, or (iii) 
subject to the receipt of consents from Fleet National 
Bank pursuant to the Amended and Restated Credit 
Agreement of the Acquiror dated June 5, 1996, as amended 
through the date hereof and under the Registration 
Rights Agreement between the Acquiror, Greylock Equity 
Limited Partnership, Carlos A. Saladrigas and Jose M. 
Sanchez dated February 10, 1995, as amended through the 
date hereof, 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 Acquiror 
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 6.05  Reports; Financial Statements;.  (a) Since 
May 9, 1996, Acquiror and its Subsidiaries have filed 
all forms, reports, statements and other documents 
required to be filed with the Securities and Exchange 
Commission (collectively, the  Acquiror SEC Reports ).  
The Acquiror SEC Reports, including all such reports 
filed after the date of this Agreement and prior to the 
Effective Time, (i) were or will be prepared in all 
material respects in accordance with the 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, 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  Effective Time, (i) 
have been or will be prepared in all material respects 
in accordance with the published rules and regulations 
of the Securities and Exchange Commission (the  SEC ) 

                                                                Page 32 of 54
and generally accepted accounting principles ( 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 September 
30, 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 6.06  Absence of Certain Changes or Events;.  
Since May 9, 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 6.07  Brokers;.  No broker, finder or investment 
banker 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 Acquiror.

                       ARTICLE VII

        COVENANTS RELATING TO CONDUCT OF BUSINESS

                                                                Page 33 of 54
SECTION 7.01  Affirmative Covenants of the Company;.  
The Company hereby covenants and agrees that, prior to 
the Effective Time, unless otherwise expressly 
contemplated by this Agreement or otherwise consented to 
in writing by Acquiror, which consent shall not be 
unreasonably withheld, the Company will, and will cause 
its Subsidiaries to:

     (a)     operate their businesses in the usual and 
ordinary course and consistent with past practice;

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

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

     (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 its 
Subsidiaries, 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 
Shareholders of any of their representations, warrants, 
covenants and agreements contained in this Agreement or 
in any of the agreements or documents delivered in 
connection herewith.  The Shareholders agree and 
covenant to cause the Company to comply with its 
covenants and agreements set forth in this Section 7.01; 
and

     (e)     use best reasonable efforts to cause a 
merger agreement, in the form attached as Exhibit 7.01, 
to be authorized and executed and will use best 
reasonable efforts to cause the transactions 
contemplated thereby to be consummated.

SECTION 7.02  Negative Covenants of the Company;.  
Except as expressly contemplated by this Agreement, 
described in Section 7.02 of the Company Disclosure 
Schedule or otherwise consented to in writing by 
Acquiror, which consent shall not be unreasonably 
withheld, from the date of this Agreement until the 

                                                                Page 34 of 54
Effective Time, the Company shall not, and the 
Shareholders shall not (whether in their capacity as 
shareholders or directors of the Company and its 
Subsidiaries) and shall cause the Company and its 
Subsidiaries not to, do any of the following:

     (a)     (i) increase the compensation payable or to 
become payable to any director or officer of the Company 
or any Subsidiary or to any employee other than a leased 
employee; (ii) grant any severance or termination pay 
(other than pursuant to any severance agreement of the 
Company or a Subsidiary described in Section 4.11 of the 
Company Disclosure Schedule), or enter into any 
severance agreement with, any director, officer or 
employee, (iii) enter into or amend any employment 
agreement with any director, officer or employee that 
would extend beyond the Effective Time except on 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;

     (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;

                                                                Page 35 of 54
(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 or any of its 
Subsidiaries to take any such action, and the 
Shareholders and the Company shall use their best 
reasonable efforts to cause the officers, employees, 
agents and representatives of the Company and its 
Subsidiaries (including, without limitation, any 
investment banker, financial advisor, attorney or 
accountant retained by the Company) not to take any such 
action.  The Company 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 or 
any of its Subsidiaries (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 or any of its Subsidiaries in a single 
transaction or a series of related transactions or 
assignment of any contract the Company or any of its 
Subsidiaries has with any of its clients; or (iii) any 
tender offer or exchange offer for twenty percent or 
more of the outstanding shares of capital stock of the 
Company or any of its Subsidiaries 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; 

                                                                Page 36 of 54
provided, however, that it shall not constitute a breach 
of this covenant if the Company settles its current 
Internal Revenue Service audit of the Company s federal 
taxes for 1994 for an amount not in excess of the amount 
reserved in the Interim Financial Statements with 
respect thereto;

     (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 or any of its Subsidiaries which is used in 
the conduct of its business or compromise any obligation 
or amount owed to the Company or any of its 
Subsidiaries;

     (l)     incur any Expenses (as defined in Section 
10.03) other than reasonable Expenses which are 
reasonably related to the Company s participation in the 
transaction.  Such Expenses shall not exceed $225,000.

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

SECTION 7.03  Access and Information;.  Subject to the 
Confidentiality Agreement dated July1,1996, 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.

                        ARTICLE VIII

                   ADDITIONAL AGREEMENTS

SECTION 8.01  Appropriate Action; Consents; Filings;.  
(a) The Company, the Shareholders and Acquiror shall use 
best reasonable 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) 

                                                                Page 37 of 54
make all necessary notifications and filings, and 
thereafter make any other required submissions, with 
respect to this Agreement and the Merger 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 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, the Shareholders 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, 
best reasonable efforts to obtain any third party 
consents, (A) necessary, proper or advisable to 
consummate the transactions contemplated in this 
Agreement, (B) disclosed or required to be disclosed in 
the Company Disclosure Schedule, or (C) required to 
prevent a Company Material Adverse Effect or an Acquiror 
Material Adverse Effect from occurring prior to or after 
the Effective Time.

          (ii)     If either party fails to obtain any 
third party consent described in subsection (b)(i) 
above, such party shall use best reasonable 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 Effective 
Time, from the failure to obtain such consent.
     (c)     From the date of this Agreement until the 
Effective Time, 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 the Merger or (ii) seeking to restrain 
or prohibit the consummation of the Merger or otherwise 
limit the right of Acquiror or, to the knowledge of the 
Company, its Subsidiaries, to own or operate all or any 
portion of the businesses or assets of the Company or 
its Subsidiaries.

     (d)     From the date of this Agreement until the 

                                                                Page 38 of 54
Effective Time, 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 the Merger or (ii) seeking to restrain 
or prohibit the consummation of the Merger or otherwise 
limit the right of the Acquiror or its Subsidiaries to 
own or operate all or any portion of the business or 
assets of the Company.

     (e)     The parties hereto shall do and perform or 
cause to be done and performed all such further actions 
and things and shall execute and deliver all such other 
agreements, certificates, instruments or documents as 
any other party hereby may reasonably request in order 
to carry out the intent and purposes of this Agreement 
and the consummation of the transactions contemplated 
hereby.

SECTION 8.02  Update Disclosure; Breaches;.  From and 
after the date of this Agreement until the Effective 
Time, each party shall promptly notify the other party 
hereto by written update 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 
Merger and the other transactions contemplated by this 
Agreement not to be satisfied, or (ii) the  failure of 
the Company, Acquiror or Acquiror Sub, as the case may 
be, 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 Merger and the other transactions 
contemplated by this Agreement not to be satisfied.  In 
addition, the Company and the Shareholders shall notify 
Acquiror in writing of (i) such additional information 
with respect to any matters or events discovered 
subsequent to the date hereof and prior to the Effective 
Time, which if existing and known on the date hereof 
would have rendered any representation or warranty made 
by the other party, or any information contained in any 
Exhibit hereto, then inaccurate or incomplete and (ii) 
any development after the date hereof and prior to the 
Effective Time causing a breach of any representation or 
warranty in Article IV or V above.  Unless the Acquiror 
elects to terminate this Agreement pursuant to Section 
10.01 below within the period of 10 business days 
following such notice, the written notice pursuant to 
this Section will be deemed to have qualified the 
relevant provision of Article IV or V and/or the Company 
Disclosure Schedule, and to have cured any 
misrepresentation or breach of warranty that otherwise 
might have existed hereunder.  Receipt of such 

                                                                Page 40 of 54
information by the other parties hereto shall not 
operate as a waiver of the non-disclosing party s right 
to terminate this Agreement as provided herein.

SECTION 8.03  Affiliate Agreements; Tax Treatment;.  
Section 8.03 of the Company Disclosure Schedule lists 
all persons who are, in the Company s reasonable 
judgment, affiliates of the Company within the meaning 
of Rule 145 of the rules and regulations promulgated by 
the SEC under the Securities Act ( Rule 145").  As of 
the date hereof, the Company has delivered agreements 
from Michael C. Koltak and Robert J. Quinette 
(collectively, the  Affiliate Agreements ) in a form 
attached to this Agreement as Exhibit 8.03.  Acquiror 
shall be entitled to issue appropriate stop transfer 
instructions to the transfer agent for Acquiror Common 
Stock consistent with the terms of the Affiliate 
Agreements.  Each party shall use its best reasonable 
efforts to cause the Merger to qualify, and shall not 
take any actions which could prevent the Merger from 
qualifying, as a reorganization under the provisions of 
Section 368(a) of the Code.

SECTION 8.04  Public Announcements;.  Acquiror, the 
Company and the Shareholders shall consult in good faith 
with each other before issuing any press release or 
otherwise making any public statements with respect to 
the Merger and neither the Company nor any Shareholder 
shall issue any such press release or make any such 
public statement without the prior written approval of 
the Acquiror.

SECTION 8.05 NMS Listing;.  Acquiror shall cause those 
shares of Acquiror Common Stock to be issued in the 
Merger to be listed on the Nasdaq National Market 
System, subject only to official notice of issuance 
thereof.

SECTION 8.06 Survival of Representations and Warranties; 
Indemnification;.

     (a)     Notwithstanding any right of any party to 
the Agreement to fully investigate the affairs of any 
other party to the Agreement and notwithstanding any 
knowledge of facts determined or determinable by any 
party pursuant to such investigation or right of 
investigation, each party to the Agreement has the right 
to rely fully upon the representations and warranties of 
any other party to the Agreement contained in this 
Agreement or in any Schedule or Exhibit or any closing 
certificate furnished or to be furnished by any such 
other party pursuant to this Agreement or in connection 
with the Merger.  Except as expressly set forth in 
Articles IV and V of this Agreement, and in the 
Schedules and Exhibits hereto and in any closing 

                                                                Page 41 of 54
certificate delivered in connection herewith, the 
Company and the Shareholders make no representation or 
warranty with respect to the Company, its Subsidiaries 
or the Shareholders, or any of their respective assets, 
liabilities or operations, and any such other 
representations or warranties are hereby expressly 
disclaimed.  Except as expressly set forth in Article VI 
of this Agreement, and in the Schedules and Exhibits 
hereto and in any closing certificate delivered in 
connection herewith, the Acquiror makes no 
representation or warranty with respect to the Acquiror 
or its Subsidiaries, or any of their respective assets, 
liabilities or operations, and any such other 
representations or warranties are hereby expressly 
disclaimed.  

     (b)     All representations and warranties of the 
Company, the Shareholders and the Acquiror contained 
herein and in the Schedules and the Exhibits hereto and 
in any closing certificates delivered pursuant hereto 
shall survive the execution and delivery of this 
Agreement and the Closing; provided, however, that, 
notwithstanding the foregoing, the representations and 
warranties set forth in Articles IV, V and VI of this 
Agreement, and in the Schedules and Exhibits hereto and 
in any closing certificate delivered in connection 
herewith, relating to matters that would be expected to 
be resolved by an audit conducted in accordance with 
generally accepted auditing standards shall survive the 
execution and delivery of this Agreement and the Escrow 
Agreement and the Closing until the date of issuance of 
the report of Acquiror s independent public accountants 
with respect to the first audit of financial statements 
containing combined operations of Acquiror and the 
Company (the  Audit Date ), unless a notice of claim of 
a breach of such representation or warranty shall have 
been given prior to such date; and provided further that 
all other representations and warranties set forth in 
Articles IV, V and VI of this Agreement and in the 
Schedules and Exhibits hereto and in any closing 
certificate delivered in connection herewith shall 
survive the execution and delivery of this Agreement and 
the Escrow Agreement and the Closing until the first 
anniversary of the Effective Time, unless a notice of 
claim of a breach of such representation or warranty 
shall have been given prior to such date.  Nothing in 
this Agreement or the Escrow Agreement shall be deemed 
to limit any right or remedy of any party at law or in 
equity or for criminal activity or fraud.

     (c)     With respect to claims arising in 
connection with actions or omissions of the Company or 
any of the officers, directors, agents, employees or 
shareholders of the Company which occurred prior to the 
Effective Time or claims arising in connection with the 

                                                                Page 42 of 54
negotiation and consummation of the transactions 
contemplated by this Agreement, each of the 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 or Acquiror Sub against such 
Shareholder (whether such action, suit, proceeding, 
complaint, claim, or demand is pursuant to this 
Agreement, applicable law, or otherwise).

     (d)     The parties to this Agreement agree to 
indemnify one another on the terms set forth in the 
Escrow Agreement set forth as Exhibit 2.02 to this 
Agreement.

SECTION 8.07  Obligations of Acquiror Sub;.  Acquiror 
shall take all action necessary to cause Acquiror Sub to 
consummate the Merger on the terms and conditions set 
forth in this Agreement.

SECTION 8.08  Accounting Treatment;.  Acquiror, the 
Company and the Shareholders shall use best reasonable 
efforts and shall cooperate fully to allow the Merger 
and other transactions contemplated by this Agreement to 
be accounted for as a  pooling of interests  in 
accordance with GAAP acceptable to the SEC.

SECTION 8.09  Good Faith;.  Each party shall act in good 
faith in an attempt to cause all the conditions 
precedent to its obligations under this Agreement to be 
satisfied.  Each party will act in good faith and take 
all reasonable action within its capability necessary to 
render accurate as of the Effective Time its 
representations and warranties required to be true as of 
such time contained in this Agreement.

SECTION 8.10  Publication of Post-Merger Results;.  As 
soon as practicable following the Effective Time, and in 
any event not more than 40 days after the calendar month 
commencing on or next following the Closing, Acquiror 
shall make publication sufficient to satisfy SEC rules 
governing pooling of interests accounting in such form 
of publication which complies with SEC rules covering at 
least one calendar month of post-Merger combined 
operations of Acquiror and Company.

                                                                Page 43 of 54
SECTION 8.11  Legend;.  Each certificate representing 
shares of Acquiror Common Stock issued pursuant to the 
Merger shall bear a legend substantially in the 
following form:

 The shares represented by this certificate have 
not been registered under the Securities Act of 
1933, as amended, and may not be offered, sold or 
otherwise transferred, pledged or hypothecated 
unless and until such shares are registered under 
such Act or an opinion of counsel satisfactory to 
the Company is obtained to the effect that such 
registration is not required. 

SECTION 8.12  Employee Benefit Plan;.  The Company shall 
not make, nor shall it allow any participant to make, 
contributions to the Company s 401(k) benefit plan after 
December 31, 1996.

SECTION 8.13 Confidentiality and Non-Competition 
Agreement;.  The Company and the Shareholder shall use 
their best reasonable efforts to cause the following 
employee(s) of the Company to enter into a 
confidentiality and non-competition agreement in the 
form attached as Exhibit 9.01(c)(v): Bill Hatfield.

                     ARTICLE IX

                 CLOSING CONDITIONS

SECTION 9.01  Conditions to Obligations of Each Party 
Under This Agreement;.

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

          (i)     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 any securities of 
the Company or any of its Subsidiaries; (b) imposing or 
seeking to impose limitations on the ability of Acquiror 
to combine and operate the business and assets of the 

                                                                Page 44 of 54
Company with any of Acquiror s Subsidiaries or other 
operations; (c) imposing or seeking to impose other 
sanctions, damages or liabilities arising out of the 
Merger on the Acquiror, Acquiror Sub 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 business, assets or property 
of the Company or any of its Subsidiaries; or (e) 
restraining, enjoining or prohibiting or seeking to 
restrain, enjoin or prohibit the consummation of the 
Merger, which, in the case of claims (a) through (d) 
above, would or is reasonably likely to result in a 
Company Material Adverse Effect at or prior to the 
Effective Time or an Acquiror Material Adverse Effect 
at, prior to or after the Effective Time or which, with 
respect to clauses (a) through (e) above, would or is 
reasonably likely to subject any of their respective 
officers or directors to substantial penalties or 
criminal liability; provided, however that prior to 
invoking this condition the party seeking to invoke it 
shall have used its best reasonable efforts to have any 
such action or proceeding dismissed or such order or 
decree vacated.

          (ii)     All consents, waivers, approvals and 
authorizations required to be obtained, and all filings 
or notices required to be made, by Acquiror and Acquiror 
Sub and the Company or any Subsidiary prior to 
consummation of the transactions contemplated in this 
Agreement (other than the filing of Articles of Merger 
in accordance with the Colorado Code) 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 Effective Time or an Acquiror Material Adverse 
Effect after the Effective Time or be reasonably likely 
to subject the Company, Acquiror, Acquiror Sub 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 
11.03, the respective obligations of the Company and the 
Shareholders to effect the Merger and the other 
transactions contemplated by this Agreement shall be 
subject to the satisfaction at or prior to the Effective 
Time of the following conditions:

          (i)     The Escrow Agreement, substantially in 
the form of attached Exhibit 2.02, shall have 
been executed by the Acquiror.

          (ii)     The Registration Agreement, 

                                                                Page 45 of 54
substantially in the form of attached 
Exhibit 2.03, shall have been executed by the 
Acquiror.

          (iii)     [intentionally omitted]

          (iv)     [intentionally omitted]

          (v)     Each of the representations and 
warranties of Acquiror contained in this 
Agreement shall be true and correct in all 
material respects as of the Effective Time, as 
though made on and as of the Effective Time; 
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 of Acquiror, to that effect.

          (vi)     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 Effective Time.  The 
Company shall have received a certificate of 
Acquiror, executed by the Chief Executive 
Officer of Acquiror, to that effect.

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

          (viii)     The Company shall have received an 
opinion dated the Closing of Steel Hector & 
Davis LLP in a form mutually acceptable to 
Steel Hector & Davis LLP and Minor & Brown, 
P.C.

(ix)     The Company shall have received an 
opinion dated the Closing of Gorsuch Kirgis 
L.L.C. in a form mutually acceptable to 
Gorsuch Kirgis L.L.C., Minor & Brown, P.C. and 
Steel Hector & Davis LLP.

     (c)     Subject to waiver as set forth in Section 
11.03, the obligations of the Acquiror to effect the 
Merger and the other transactions contemplated by this 
Agreement shall be subject to the satisfaction at or 
prior to the Effective Time of the following conditions:

          (i)     The Escrow Agreement, substantially in 
the form of attached Exhibit 2.02, shall have 
been executed by the Shareholders.

                                                                Page 46 of 54
(ii)     The Registration Agreement, 
substantially in the form of attached 
Exhibit 2.03, shall have been executed by the 
Shareholders.

          (iii)     [intentionally omitted]

          (iv)     [intentionally omitted]

          (v)     A Non-Competition and Confidentiality 
Agreement, substantially in the form of 
attached Exhibit 9.01(c)(v), shall have been 
entered into and executed by each of the 
following persons:

               (a)     Thomas Preslan
               (b)     Joan Weder
               (c)     Rick Taibl
               (d)     Kris Smith

          (vi)     All amounts owed by the Company to 
any one or more of the Shareholders or to any 
person controlled or owned by Robert J. 
Quinette and/or Michael C. Koltak shall have 
been satisfied and the obligation be no longer 
outstanding.

          (vii)     The management agreement between 
Excel Business Services Incorporated and the 
Company shall have been terminated and shall 
be of no further force or effect and no 
amounts shall be outstanding thereunder.

          (viii)     The Acquiror shall have received an 
opinion of Price Waterhouse LLP, independent 
certified accountants, satisfactory to 
Acquiror concerning accounting for the 
transaction, including an opinion that the 
Merger satisfies all of the requirements for 
treatment as a pooling transaction under GAAP.  
The Affiliate Agreements shall be in full 
force and effect.

          (ix)     The Acquiror shall have received an 
opinion dated the Closing of Minor & Brown, 
P.C., in a form mutually acceptable to Minor & 
Brown, P.C. and Steel Hector & Davis LLP.

          (x)     Each of the representations and 
warranties of the Company and the Shareholders 
contained in this Agreement shall be true and 
correct in all material respects as of the 
Effective Time, as though made on and as of 
the Effective Time; provided, however, that 
those representations and warranties which 

                                                                Page 47 of 54
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 certificates of the Shareholders to 
that effect and a certificate of the Company, 
executed by the Chief Executive Officer of the 
Company, to that effect.

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

          (xii)     The Company shall have obtained the 
consents and approvals set forth in Section 
9.01(c)(xii) of the Company Disclosure 
Schedule and any other consents and approvals 
of third parties necessary to the consummation 
of the Merger, except those for which failure 
to obtain such consents and approvals would 
not have a Company Material Adverse Effect 
prior to or after the Effective Time or an 
Acquiror Material Adverse Effect after the 
Effective Time.

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

          (xiv)     All other certificates, opinions, 
instruments and documents required by law to 
effect the Merger will have been received in 
form and substance satisfactory to Acquiror.

          (xv)     A merger agreement between Staff 
Administrators of Western Colorado, Inc., its 
shareholders and the Acquiror, substantially 
in the form of Exhibit 7.01, (the  Western 
Colorado Merger Agreement ), shall have been 
executed by Staff Administrators of Western 
Colorado, Inc. and the shareholders thereof 
and all of the conditions to the consummation 
of the merger (the  Western Colorado Merger ) 
contemplated thereby (other than the 
consummation of the Merger) shall have been 
satisfied or waived by the party entitled to 
satisfaction thereof.

          (xvi)     All amounts owed to the Company or 

                                                                Page 48 of 54
any of its Subsidiaries by either of the 
Shareholders or by any person controlled or 
owned by Michael C. Koltak and/or Robert J. 
Quinette (including, without limitation, Excel 
Business Services, Inc.) shall have been paid 
in full, other than indebtedness in the amount 
of $126,362 owed to the Company by Excel 
Business Services, Inc., which indebtedness 
shall, on or prior to the Closing Date, have 
been assumed jointly and severally by the 
Shareholders and shall at the Closing Date be 
evidenced by an executed promissory note in 
the form attached as Exhibit 9.01(c)(xvi).  

(xvii)     The Acquiror shall have received an 
opinion, dated the Closing, of Stewart W. 
Olive, Esq. in a form mutually acceptable to 
Stewart W. Olive, Esq. and Steel Hector & 
Davis LLP.

(xviii) The Company shall provide evidence 
satisfactory to Acquiror that it has made 
refunds in the approximate amount of $19,000 
on or prior to December 31, 1996 to those 
highly compensated employees necessary to 
correct the Company s 1995 nondiscrimination 
test with respect to the Company s 401(k) 
plan.

                           ARTICLE X

                          TERMINATION

SECTION 10.01 Termination;.  This Agreement may be 
terminated at any time prior to the Effective Time:

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

     (b)     (i)     by Acquiror, if there has been a 
breach by the Company or the Shareholders of any of 
their respective covenants or agreements contained in  
this Agreement or if any of the representations and 
warranties of the Company or the Shareholders shall have 
become untrue; 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;

     (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 

                                                                Page 49 of 54
Governmental Entity preventing or prohibiting 
consummation of the Merger shall have become final and 
nonappealable; or

     (d)     by either Acquiror or the Company if the 
Merger shall not have been consummated before January 
31, 1997.

SECTION 10.02 Effect of Termination;.  In the event of 
the termination of this Agreement pursuant to Section 
10.01, this Agreement shall forthwith become void, and 
there shall be no liability under this Agreement on the 
part of Acquiror or the Company or any of their 
respective stockholders, officers or directors and all 
rights and obligations of each party hereto shall cease, 
except as provided in Section 10.03-Fees and Expenses.  
Notwithstanding anything herein to the contrary, the 
parties agree that if this Agreement is terminated, the 
obligations of the parties pursuant to the 
Confidentiality Agreement between Acquiror and Company, 
dated July 1, 1996, shall survive the termination of 
this Agreement.

SECTION 10.03  Fees and Expenses;.  (a)  All Expenses 
(as defined below) incurred by the parties shall be 
borne solely and entirely by the party which has 
incurred the same, except as follows:

          (i)  In the event of a termination of this 
Agreement by the Company as a result of a failure by 
Acquiror to consummate the Merger despite the 
satisfaction of the conditions to this Agreement (or the 
waiver by the Company and the Shareholders of those 
conditions set forth in Section 9.01(b)), the Acquiror 
shall indemnify the Company for the costs of the 
preparation of the Company s 1993 and 1994 audited 
financial statements by the Company s independent 
accountants.

          (ii)  In the event of a termination of this 
Agreement by the Acquiror pursuant to a breach of 
Section 7.02(g), the Company shall reimburse the 
Acquiror for all Expenses (as defined below) incurred by 
the Acquiror.

     (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 

                                                                Page 50 of 54
Agreement.

                        ARTICLE XI

                   GENERAL PROVISIONS

SECTION 11.01  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 22134
                         Telecopier no.: (305) 460-2396
                         Attention: General Counsel

     With a copy to:     Steel Hector & Davis LLP
                         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:  Staff Administrators, Inc.
                         12075 E. 45th Avenue, 
                         Vista Suite
                         Denver, CO 80237-2843
                         Telecopier No.: (303) 371-8970
                         Attn:  Robert J. Quinette
                              
     With a copy to:     Minor & Brown, P.C.
                         650 South Cherry Street
                         Cherry Creek Plaza, Suite 1100
                         Denver, CO 80222
                         Telecopier No.: (303) 320-6330
                         Attn:  Ned Minor, Esq.

     If to Robert J. Quinette: 

                         Robert J. Quinette
                         12075 E. 45th Avenue, 
                         Vista Suite
                         Denver, CO 80237-2843
                         Telecopier No.: (303) 371-8970

                                                                Page 51 of 54
If to Michael C. Koltak:

                         Michael C. Koltak
                         5115 Hogan Court
                         Fort Collins, CO  80525
                         Telecopier No.: (907) 225-3954

SECTION 11.02 Amendment;.  Subject to applicable 
provisions of the Colorado Code or the Florida Act, this 
Agreement may be amended by the parties by action taken 
by or on behalf of their respective Boards of Directors 
at any time prior to the Effective Time.  This Agreement 
may not be amended except by an instrument in writing 
signed by the parties.

SECTION 11.03 Waiver;.  At any time prior to the 
Effective Time, 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 for the benefit of the 
waiving party 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 only if set forth in an instrument in writing 
signed by the party or parties to be bound thereby.

SECTION 11.04 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 11.05 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.

                                                                Page 52 of 54
SECTION 11.06 Entire Agreement;.  This Agreement 
(together with the Exhibits, the Schedules and any 
closing certificates), is intended as a full integration 
of the parties  understandings, 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 11.07 Assignment;.  This Agreement shall not be 
assigned without the written consent of the other 
parties hereto.

SECTION 11.08 Parties in Interest;.  This Agreement 
shall be binding upon and inure solely to the benefit of 
each party and to that party s permitted successors, 
assigns, heirs and personal representatives, 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 11.09 Governing Law;.  This Agreement shall be 
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 11.10  Counterparts; Facsimile Signatures;.  
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.  
The parties hereby acknowledge and agree that facsimile 
signatures of this Agreement and any Exhibit hereto 
shall have the same force and effect as original 
signatures.

SECTION 11.11 Attorneys  Fees;.  If any party shall 
commence any action or proceeding against another party 
in order to enforce the provisions hereof, or to recover 
damages as the result of the alleged breach of any of 
the provisions hereof, the prevailing party therein 
shall be entitled to recover all reasonable costs 
incurred in connection therewith, including, but not 
limited to, reasonable attorneys  fees and expenses.

[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]

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

                                                                Page 53 of 54
THE VINCAM GROUP, INC.

By:
Name:
      -------------------------------
Title:
      -------------------------------

STAFF ADMINISTRATORS, INC.

By:
Name:
      -------------------------------
Title:
      -------------------------------

SHAREHOLDERS

-------------------------------------
Michael C. Koltak

-------------------------------------
Robert J. Quinette

                                                                Page 54 of 54
Exhibit 2.02

                           ESCROW AGREEMENT

     Escrow Agreement entered into as of ---------------, 
199- (the  Agreement ), by and among The Vincam 
Group, Inc., a Florida corporation ( Acquiror ), Michael 
C. Koltak, Robert J. Quinette and Norwest Bank Colorado, 
N.A. (the  Indemnification Escrow Agent ).  In this 
Agreement, Messrs. Koltak and Quinette are referred to 
collectively as the  Shareholders  and individually as a  
Shareholder. 

RECITALS:

     1.     Acquiror, Staff Administrators, Inc., a 
Colorado corporation (the  Company ),  and the 
Shareholders have entered into an Agreement and Plan of 
Merger dated as of-------------, 1996 (the  Merger Agreement).

     2.     It is a condition of the Merger Agreement 
that the parties hereto enter into
this Agreement.

     3.     Unless otherwise specified herein, all 
capitalized terms shall have the meanings provided in 
the Merger Agreement, which meanings are hereby 
incorporated herein by reference .

               NOW, THEREFORE, in consideration of the 
premises and of the mutual provisions, agreements and 
covenants herein contained, Acquiror, the Shareholders 
and the Indemnification Escrow Agent agree as follows:

     Section 1.  Delivery of Indemnification Escrow 
Shares to Indemnification Escrow Agent.  At the Closing, 
Acquiror will deliver to the Indemnification Escrow 
Agent the Indemnification Escrow Shares, with stock 
powers related thereto duly endorsed in blank.  The 
Indemnification Escrow Shares shall be held by the 
Indemnification Escrow Agent pursuant to the terms of 
this Agreement.

     Section 2.  Survival of Representations and 
Warranties.  Notwithstanding any right of any party to 
the Merger Agreement to fully investigate the affairs of 
any other party to the Merger Agreement and 
notwithstanding any knowledge of facts determined or 
determinable by any party pursuant to such investigation 
or right of investigation, each party to the Merger 
Agreement has the right to rely fully upon the 
representations and warranties of any other party to the 
Merger Agreement contained in the Merger Agreement or in 
any Schedule or Exhibit or any closing certificate 
furnished or to be furnished by any such other party 
pursuant to the Merger Agreement or in connection with 
the Merger.  Except as expressly set forth in Articles 

                                                                Page 1  of 17
IV and V of the Merger Agreement, and in the Schedules 
and Exhibits thereto and in any closing certificate 
delivered in connection therewith, the Company and the 
Shareholders make no representation or warranty with 
respect to the Company, its Subsidiaries or the 
Shareholders, or any of their respective assets, 
liabilities or operations, and any such other 
representations or warranties are hereby expressly 
disclaimed.  Except as expressly set forth in Article VI 
of the Merger Agreement, and in the Schedules and 
Exhibits thereto and in any closing certificate 
delivered in connection therewith, the Acquiror makes no 
representation or warranty with respect to the Acquiror 
or its Subsidiaries, or any of their respective assets, 
liabilities or operations, and any such other 
representations or warranties are hereby expressly 
disclaimed.  All representations and warranties of the 
Company, the Shareholders and the Acquiror contained in 
the Merger Agreement and in the Schedules and Exhibits 
thereto and in any closing certificates delivered in 
connection therewith shall survive the execution and 
delivery of the Merger Agreement and this Agreement and 
the Closing; provided, however, that notwithstanding the 
foregoing, the representations and warranties set forth 
in Articles IV, V and VI of the Merger Agreement, and in 
the Schedules and Exhibits thereto and in any closing 
certificate delivered in connection therewith, relating 
to matters that would be expected to be resolved by an 
audit conducted in accordance with generally accepted 
auditing standards shall survive the execution and 
delivery of this Agreement and the Merger Agreement and 
the Closing until the date of issuance of the report of 
Acquiror s independent public accountants with respect 
to the first audit of financial statements containing 
combined operations of Acquiror and the Company (the  
Audit Date ), unless a notice of claim of a breach of 
such representation or warranty shall have been given 
prior to such date; and provided further that all other 
representations and warranties set forth in Articles IV, 
V and VI of the Merger Agreement, and in the Schedules 
and Exhibits thereto and in any closing certificate 
delivered in connection therewith, shall survive the 
execution and delivery of this Agreement and the Merger 
Agreement and the Closing until the first anniversary of 
the effective date and time (the  Effective Time ) 
specified in the Articles of Merger filed pursuant to 
Section 1.02 of the Merger Agreement  (the  
Indemnification Termination Date ), unless a notice of 
claim of a breach of such representation or warranty 
shall have been given prior to such date.  The Acquiror 
shall provide the Indemnification Escrow Agent with 
written notice specifying the Effective Time as promptly 
as practicable after the filing of such Articles of 
Merger.  Nothing in this Agreement or the Merger 
Agreement shall be deemed to limit any right or remedy 

                                                                Page 2  of 17
of any party at law or in equity or for criminal 
activity or fraud.

     Section 3.  Indemnification.  

     (a) Subject to the survival period set forth in 
Section 2 above, Acquiror shall be indemnified and held 
harmless by the Shareholders, jointly and severally,  
from and against 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, 
liens, losses, expenses and fees, including court costs 
and reasonable attorneys  fees and expenses 
(collectively,  Adverse Consequences ) suffered by 
Acquiror or any Subsidiary of Acquiror (including the 
Surviving Corporation and any of its Subsidiaries) 
resulting from any inaccuracy in or breach of any of the 
representations and warranties of the Company and the 
Shareholders set forth in Article IV of the Merger 
Agreement, and in the Schedules and Exhibits thereto and 
in any closing certificate delivered in connection 
therewith, which has not been waived in writing by 
Acquiror on or prior to the Closing.

     (b)   Subject to the survival period set forth in 
Section 2 above, Acquiror shall be indemnified and held 
harmless by the Shareholders, severally, from and 
against all Adverse Consequences suffered by Acquiror or 
any Subsidiary of Acquiror (including the Surviving 
Corporation and any of its Subsidiaries) resulting from 
any inaccuracy in or breach of any of the 
representations and warranties of the Shareholders set 
forth in Article V of  the Merger Agreement, and in the 
Schedules and Exhibits thereto and in any closing 
certificate delivered in connection therewith, which has 
not been waived in writing by Acquiror on or prior to 
the Closing.

     (c) Subject to the survival period set forth in 
Section 2 above, each Shareholder shall be indemnified 
and held harmless by Acquiror from and against all 
Adverse Consequences suffered by the Shareholder 
resulting from any inaccuracy in or breach of any of the 
representations and warranties of the Acquiror set forth 
in Article VI of the Merger Agreement, and in the 
Schedules and Exhibits thereto and in any closing 
certificate delivered in connection therewith, which has 
not been waived in writing by the Shareholder on or 
prior to the Closing.

     (d)  Acquiror shall be indemnified and held 
harmless by the Shareholders, jointly and severally, 
from and against all Adverse Consequences suffered by 

                                                                Page 3  of 17
Acquiror or any Subsidiary of Acquiror (including the 
Surviving Corporation and any of its Subsidiaries) 
arising out of: (i) the disallowance of the Company s 
deductions relating to workers  compensation reserves or 
management fees with respect to its federal taxes in 
respect of periods ending prior to the Effective Time in 
excess of amounts reserved therefor in the Company s 
Interim Financial Statements, (ii) Environmental Claims 
(as defined below) based on actions or omissions by 
Staff Administrators of CO, Inc. (formerly known as 
Assurance L.P.M., Inc.), or any of its officers, 
directors, employees, independent contractors, agents or 
shareholders occurring prior to the Effective Time, 
(iii) the failure of the Company s 401(k) Plan to be  
qualified  under the Internal Revenue Code of 1986, as 
amended, or to be operated and administered in 
accordance with applicable laws and regulations, and 
(iv) the failure by the Company to invest any 
performance deposits (i.e., deposits by the Company s 
clients of a prepayment to guarantee performance by the 
client under the Company s subscriber services 
agreement) made by the Company s clients in an interest-
bearing account for the benefit of such clients or to 
accrue interest payable to and/or to pay interest to 
such clients with respect to such deposits.  
Notwithstanding anything in this Agreement to the 
contrary, (x) the indemnification obligations of the 
Shareholders provided by paragraph (d)(i) and (d)(iii) 
shall survive until the earlier of the date the statute 
of limitations with respect to such tax or plan year 
expires and the date that the Surviving Corporation 
enters into a closing agreement with the IRS with 
respect to such tax or plan year and (y) the 
indemnification obligations of the shareholders provided 
by paragraphs (d)(ii) and (d)(iv) shall survive until 
the expiration of the applicable statute of limitation.   
Environmental Claim  shall mean any Adverse Consequence 
arising from or related to any violations or alleged 
violations of any federal, state or local law, ordinance 
or regulation designed to prohibit or regulate the 
release of pollutants or hazardous substances or 
materials into the environment, to reduce the 
quantities, prevent the release or minimize the 
hazardous characteristics of wastes, to assure that 
products are designed, packaged and used so that they do 
not present unreasonable risks to human health or the 
environment when used or disposed of, to protect natural 
resources or species, and to reduce the risks inherent 
in transportation of hazardous substances, pollutants, 
oil or other potentially harmful substances.

     (e)  The liability of each Shareholder hereunder 
shall in no event exceed an amount equal to 250,000 
times the average closing price, as reported on the 
Nasdaq National Market, of a share of Acquiror Common 

                                                                Page 4  of 17
Stock for the ten (10) days on which Acquiror Common 
Stock has traded, immediately preceding the Closing Date 
(such average closing price per share of Acquiror Common 
Stock being referred to herein as the  Market Value ).  
The liability of the Acquiror hereunder shall in no 
event exceed an amount equal to 500,000 times the Market 
Value per share of Acquiror Common Stock.  

     (f)  No party shall have any liability for 
indemnification pursuant to Sections 3(a), (b) or (c) 
hereof until the cumulative and aggregate amount of the 
Adverse Consequences suffered by the party making a 
claim for indemnification exceeds forty thousand dollars 
($40,000) (the  Indemnification Threshold ), and then 
only for the amount by which such Adverse Consequences 
exceed the Indemnification Threshold.  The 
Indemnification Threshold shall not apply to the 
indemnification obligations of the Shareholders set 
forth in Section 3(d) hereof.

     Section 4.  Distributions and Claims.

     (a)     Upon obtaining knowledge of any state of 
facts, claim or demand which has given rise to, a claim 
for indemnification hereunder (referred to herein as an  
Indemnification Claim ), the party seeking 
indemnification (the  Indemnified Party ) shall give 
written notice of such state of facts, claim or demand, 
specifying, if applicable, the section of the Merger 
Agreement containing the representation and warranty 
giving rise to the claim or demand ( Notice of Claim ) 
to the party from whom indemnification is sought (the  
Indemnifying Party ) and to the Indemnification Escrow 
Agent.  In the event that a Notice of Claim is given by 
Acquiror after the date all Indemnification Escrow 
Shares have been delivered to Acquiror in satisfaction 
of other Indemnification Claims, such Notice of Claim 
shall be delivered only to the each of the Shareholders.    
No party shall be entitled to give a Notice of Claim 
after the Indemnification Termination Date except with 
respect to (i) any matter which was the subject of a 
Notice of Claim given prior to such date or (ii) a claim 
by Acquiror pursuant to Section 3(d). The Notice of 
Claim shall set forth the amount of the Adverse 
Consequences suffered, or which may be suffered, by the 
Indemnified Party and in the case of a Notice of Claim 
delivered by the Acquiror after the date all 
Indemnification Escrow Shares have been delivered to the 
Acquiror in satisfaction of other Indemnification 
Claims, the amount to be paid by the Shareholders.  
Subject to the applicable survival periods set forth in 
section 2 hereof, no failure or delay by the Indemnified 
Party in the giving a Notice of Claim shall reduce or 
otherwise affect the Indemnified Party s right to 
indemnification hereunder except to the extent that the 

                                                                Page 5  of 17
Indemnifying Party has been prejudiced thereby.  The 
date of a Notice of Claim shall be deemed to be:

     (x)     the second business day after the 
date of the postmark on the registered or 
certified mail (postage prepaid, return 
receipt requested) containing the Notice of 
Claim;

     (y)     if the Notice of Claim is 
personally delivered, the date of such 
personal delivery;

               (z)     if the Notice of Claim is sent by 
overnight courier, the first business day 
following the deposit of such Notice of Claim 
with such courier.
           
     (b)(i)     Upon receipt at any time prior to the 
Indemnification Termination Date of a Notice of Claim, 
the Indemnification Escrow Agent shall, subject to the 
provisions of Section 4(b)(ii) hereof, deliver to 
Acquiror as promptly as practicable after expiration of 
the twenty-day notice period, Indemnification Escrow 
Shares having an aggregate Market Value (as of the date 
of the Notice of Claim) equal to the amount set forth in 
the Notice of Claim rounded up to the next number of 
whole shares.

     (ii)     Each Shareholder shall have twenty (20) 
days from the date of a Notice of Claim within which to 
object, by written notice of objection given to Acquiror 
and the Indemnification Escrow Agent, to any 
Indemnification Claim (a  Challenged Claim ).  If notice 
of objection to any such claim is not provided by either 
Shareholder, the validity and stated amount of the claim 
will be deemed to have been accepted (such claims being 
referred to herein as  Accepted Claims ).  In the case 
of Accepted Claims, each Shareholder shall have twenty 
(20) days from the date of a Notice of Claim to elect in 
writing to satisfy such claim in cash rather than 
Indemnification Escrow Shares.  Such written notice 
shall be delivered to the Indemnification Escrow Agent 
and the Acquiror prior to the expiration of such twenty 
day period and payment of the Indemnification Claim 
shall be made in immediately available funds within five 
(5) days of the delivery of such notice in the case of 
an Accepted Claim.  The parties shall submit the matter 
of a Challenged Claim to arbitration in accordance with 
Section 8 hereof.  In the case of a Challenged Claim, 
each Shareholder shall have twenty (20) days from the 
date of the arbitration award to elect in writing to 
satisfy such claim in cash rather than Indemnification 
Escrow Shares.  Such written notice shall be delivered 
to the Indemnification Escrow Agent and the Acquiror 

                                                                Page 6  of 17
prior to the expiration of such twenty day period and 
payment of the Indemnification Claim shall be made in 
immediately available funds within five (5) days of the 
delivery of such notice.  If a Notice of Claim sets 
forth a claim or demand asserted by a third party (a  
Third Party Claim ), the provisions of Section 4(d) 
shall apply.

     (iii)     The Indemnification Escrow Agent shall 
retain in escrow after the Indemnification Termination 
Date the number of Indemnification Escrow Shares 
(rounded up to the nearest whole share) having an 
aggregate Market Value  (as of the Indemnification 
Termination Date) equal to the dollar amount of all 
Challenged Claims and pending or threatened 
Indemnification Claims which have not been finally 
determined ( Pending Claims ).  The  dollar amount  of 
any Pending Claim shall be calculated by Acquiror, using 
its reasonable discretion, assuming the maximum possible 
Adverse Consequences; provided, however, that with 
respect to a Pending Claim in respect of a third party 
action for which legal action has not been taken against 
Acquiror or the Surviving Corporation within two years 
following the Notice of Claim (the  Period ), then the 
dollar amount of such Pending Claim shall be as agreed 
upon by Acquiror and the Shareholders, and if they 
cannot agree within 90 days of the end of the Period, 
then such dollar amount shall be determined by 
arbitration in accordance with Section 8 herein.

     (iv)     Notwithstanding the Shareholders  
continued indemnification obligation pursuant to Section 
3(d) hereof, on the Indemnification Termination Date, 
the Indemnification Escrow Agent shall deliver to the 
Shareholders the balance of the Indemnification Escrow 
Shares not delivered to Acquiror or retained in escrow 
pursuant to Section 4(b)(iii).  Each Shareholder shall 
receive his proportional share interest in such 
distribution, to be determined as follows: the number of 
Indemnification Escrow Shares to be delivered to each 
Shareholder shall be equal to the total number of 
Indemnification Escrow Shares to be delivered to both 
Shareholders multiplied by a fraction, the numerator of 
which is the number of Indemnification Escrow Shares 
deposited by the Acquiror with the Indemnification 
Escrow Agent for such Shareholder s account at the 
Effective Time of the Merger, and the denominator of 
which is the aggregate number of Indemnification Escrow 
Shares deposited by the Acquiror with the 
Indemnification Escrow Agent at the Effective Time of 
the Merger.

     (v)     [Intentionally omitted].

                                                                Page 7  of 17
(vi)     Upon receipt at any time prior to the 
Indemnification Termination Date of a Notice of Claim 
made pursuant to Section 3(c) hereof, Acquiror shall, 
subject to the provisions of Section 4(b)(vii) hereof, 
deliver to the Shareholder within five (5) days of the 
expiration of the twenty-day notice period cash equal to 
the amount set forth in the Notice of Claim.

     (vii)     Acquiror shall have twenty (20) days from 
the date of a Notice of Claim within which to object, by 
written notice to the Shareholder, to any 
Indemnification Claim (an  Acquiror Challenged Claim ).  
If notice of objection to any such claim is not provided 
by Acquiror to Shareholder, the validity and stated 
amount of the claim will be deemed to have been 
accepted. The parties shall submit the matter of a 
Acquiror Challenged Claim to arbitration in accordance 
with Section 8 hereof.  If a Notice of Claim sets forth 
a Third Party Claim, the provisions of Section 4(d) 
shall apply.

     (c)     Indemnification Escrow Shares that are not 
distributed to the Shareholders on the Indemnification 
Termination Date because they have been retained 
pursuant to Section 4(b)(iii) shall be distributed (as 
appropriate) as promptly as practicable after 
disposition of each such Pending Claim.  Upon the date 
after which the last of all Challenged Claims and all 
other Pending Claims have been finally determined and 
the final distribution has been made to Acquiror (the  
Termination Date ), the balance of all Indemnification 
Escrow Shares shall be delivered to the Shareholders in 
accordance with Section 4(b)(iv).

     (d)(i)     In the event of a Third Party Claim, 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 10 days after the 
date of the Notice of Claim concerning the commencement 
or assertion 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 
reasonably 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, 

                                                                Page 8  of 17
the Third Party Claim is not, in the good faith judgment 
of the Indemnified Party, likely to establish a 
precedent adverse to the continuing business interests 
of the Indemnified Party (provided, however, that in no 
event shall the Indemnifying Party be liable for Adverse 
Consequences in excess of the amount for which the 
Indemnifying Party can establish, to the reasonable 
satisfaction of the Indemnified Party, that such Third 
Party Claim could  be settled without regard to such 
potential adverse precedent) and (E) the Indemnifying 
Party conducts the defense of the Third Party Claim 
actively and diligently as reasonably determined in good 
faith by the Indemnified Party.

     (ii)     So long as the Indemnifying Party is 
conducting the defense of the Third Party Claim in 
accordance with Section 4(d)(i) 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).

     (iii)     In the event any of the conditions in 
Section 4(d)(i) above is not satisfied or ceases to be 
satisfied, 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 4.

     (iv)     Within 10 days of the date a court of 
competent jurisdiction or arbitrator shall determine 
that the Indemnified Party is liable for all or a 
portion of the monetary liability arising out of any 
Third Party Claim or a settlement is reached, the 
Indemnifying Party shall be obligated to deliver to the 
Indemnified Party cash or shares of Acquiror Common 

                                                                Page 9  of 17
Stock having a Market Value, calculated as of the date 
of such determination, equal to such liability or 
settlement. The parties shall submit disputes regarding 
any payments due under this Section 4(d)(iv) to 
arbitration in accordance with Section 8.
     (v)     The Indemnifying Party and the Indemnified 
Party shall cooperate in the defense or prosecution of 
any Third Party Claim and shall furnish or cause to be 
furnished such records, information and testimony, and 
attend such conferences, discovery proceedings, 
hearings, trials or appeals, as may be requested in 
connection therewith.

     Section 5.  Voting Rights and Distributions.
    
     (a)     The Indemnification Escrow Shares, unless 
and until delivered to Acquiror pursuant to this 
Agreement, shall be registered in the respective names 
of the Shareholders, who shall be entitled to vote their 
respective Indemnification Escrow Shares.  All cash 
dividends or distributions of assets declared by 
Acquiror with respect to its Common Stock prior to the 
Indemnification Termination Date, shall be paid directly 
to the Shareholders as if each had received all of the 
shares of Acquiror Common Stock deliverable to him at 
the Effective Time of the Merger and no shares had been 
placed into escrow under this Agreement (subject to 
reduction to reflect the delivery of Indemnification 
Escrow Shares to Acquiror under this Agreement).

     (b)     All shares of Acquiror Common Stock 
relating to Indemnification Escrow Shares still held by 
the Indemnification Escrow Agent under this Agreement 
and resulting from conversion, stock dividend, stock 
split, reclassification, recapitalization or corporate 
reorganization of Acquiror, shall be delivered to the 
Indemnification Escrow Agent when deliverable to holders 
of other outstanding shares of Acquiror Common Stock, 
shall be credited to the accounts of the Shareholders 
and shall constitute additional Indemnification Escrow 
Shares.
     
     Section 6.  Interest in Indemnification Escrow 
Shares.  The interest of the Shareholders in the 
Indemnification Escrow Shares (until released to them 
hereunder) is nonassignable and shall be transferable 
only by operation of law.

     Section 7.  Provisions Concerning the 
Indemnification Escrow Agent.
    
     (a)     The Indemnification Escrow Agent shall be 
entitled to the compensation described on Exhibit A 
hereto for all services rendered hereunder and to 
reimbursement of reasonable out-of-pocket expenses 

                                                                Page 10 of 17
incurred by it in the performance of its obligations 
hereunder.  The Indemnification Escrow Agent shall be 
entitled to employ such legal counsel and other experts 
as it may deem necessary to properly advise it in 
connection with its obligations hereunder, and may rely 
on the advice of such counsel, and may pay them 
reasonable compensation therefor.  The Acquiror shall 
bear 50% of all such fees and expenses and the 
Shareholders shall each bear 25% of such compensation, 
fees and expenses.  The Indemnification Escrow Agent has 
the right, regardless of any Notice of Claim or 
objection thereto it may receive, or any other 
instrument it may receive, to hold the Indemnification 
Escrow Shares until all expenses, fees and charges as 
described in this Agreement are fully paid.

     (b)     The Indemnification Escrow Agent shall not 
be liable for any diminution of value of the 
Indemnification Escrow Shares.  The Indemnification 
Escrow Agent shall have no authority to sell or 
otherwise dispose of or encumber the Indemnification 
Escrow Shares except as provided herein.

     (c)     Notwithstanding any other provisions herein 
contained, the Indemnification Escrow Agent may at all 
times act upon and in accordance with the joint written 
instructions of Acquiror and the Shareholders. The 
Indemnification Escrow Agent shall not be liable for any 
act done or omitted by it in accordance with such 
instructions or pursuant to the advice of counsel of its 
selection.

     (d)     The duties and responsibilities of the 
Indemnification Escrow Agent shall be limited to those 
expressly set forth in this Agreement and instructions 
given to the Indemnification Escrow Agent pursuant to 
this Agreement, and the Indemnification Escrow Agent 
shall not be subject to, nor obligated to recognize, any 
other agreement between any or all of the parties hereto 
even though reference thereto may be made herein; 
provided, however, this Agreement may be amended 
pursuant to Section 16 hereof.   The Indemnification 
Escrow Agent shall advise Acquiror and each of the 
Shareholders from time to time, upon request, as to (i) 
the number of Indemnification Escrow Shares represented 
by certificates held by the Indemnification Escrow 
Agent, and (ii) the number of Indemnification Escrow 
Shares distributed by the Indemnification Escrow Agent 
to the Acquiror.

     (e)     The Indemnification Escrow Agent shall not 
be responsible for the sufficiency or accuracy of the 
form, execution, validity or genuineness of documents or 
securities now or hereafter deposited hereunder, or of 
any endorsement thereof, or for any lack of endorsement 

                                                                Page 11 of 17
thereon, or for any description therein, nor shall it be 
responsible or liable in any respect on account of the 
identity, authority or rights of the persons executing 
or delivering or purporting to execute or deliver any 
such document, security or endorsement of this 
Agreement, and the Indemnification Escrow Agent shall be 
fully protected in relying upon any written notice, 
demand, certificate or document which it in good faith 
believes to be genuine.

     (f)     The Indemnification Escrow Agent is 
authorized, in its sole discretion, to disregard any and 
all notices or instructions given by any of the parties 
hereto or by any other person, firm or corporation, 
except only such notices or instructions as are herein 
provided for in this Agreement and orders or process of 
any court entered or issued with or without 
jurisdiction. If any property subject hereto is at any 
time attached, garnished or levied upon under any court 
order, or in case the payment, assignment, transfer, 
conveyance or delivery of any such property shall be 
stayed or enjoined by any court order, or in case any 
order, judgment or decree shall be made or entered by 
any court affecting such property or any part thereof, 
then and in any of such events, the Indemnification 
Escrow Agent is authorized, in its sole discretion, to 
rely upon and comply with any such order, writ, judgment 
or decree which the Indemnification Escrow Agent is 
advised by legal counsel of its own choosing is binding 
upon it; and if the Indemnification Escrow Agent 
complies with any such order, writ, judgment or decree, 
it shall not be liable to any of the parties hereto or 
to any other person, firm or corporation by reason of 
such compliance even though such order writ, judgment or 
decree may be subsequently reversed, modified, annulled, 
set aside or vacated.

     (g)     The Indemnification Escrow Agent may resign 
by giving thirty (30) days advance written notice to 
Acquiror and each of  the Shareholders and thereafter 
shall deliver the Indemnification Escrow Shares to such 
substitute escrow agent as Acquiror and the Shareholders 
shall jointly direct in writing.  If such discretion to 
deliver to a substitute escrow agent is not received by 
the Indemnification Escrow Agent within thirty (30) days 
after mailing such notice of resignation, it is 
unconditionally and irrevocably authorized, directed and 
empowered to deliver all items held by it to any other 
bank or trust company in the City of Denver with capital 
and surplus of at least $20,000,000 which is selected by 
the Indemnification Escrow Agent; such bank or trust 
company then shall hold the same as the Indemnification 
Escrow Agent, subject to the provisions hereof.

     (h)     In consideration of its acceptance of the 

                                                                Page 12 of 17
appointment as the Indemnification Escrow Agent, the 
Acquiror and the Shareholders jointly and severally 
agree to indemnify and hold the Indemnification Escrow 
Agent harmless as to any liability incurred by it to any 
person, firm or corporation by reason of its having 
accepted the same or in carrying out any of the terms 
hereof (except as such liability may arise out of or be 
barred upon the gross negligence or willful misconduct 
of the Indemnification Escrow Agent), and to reimburse 
the Indemnification Escrow Agent for all its reasonable 
expenses, including, among other things, counsel fees 
and court costs, incurred by reason of its position 
hereunder or actions taken pursuant hereto.

     Section 8.  Arbitration.  Any dispute arising 
hereunder, including any dispute as to the 
enforceability or applicability of this arbitration 
provision, shall be submitted to final and binding 
arbitration under the Federal Arbitration Act and the 
auspices of the American Arbitration Association within 
ten (10) business days of the date that a notice of 
objection is delivered to the Indemnification Escrow 
Agent.  Such arbitration shall be conducted in Miami, 
Florida applying the governing law set forth in Section 
17 hereof and in accordance with the Commercial 
Arbitration Rules of the American Arbitration 
Association using the Florida Rules of Civil Procedure 
and the Florida Rules of Evidence.  The arbitrators 
shall consist of a panel of three (3) arbitrators (the  
Arbitrators ), one of whom shall be selected by the 
Shareholders within three business days of the date that 
a notice of objection is delivered to the 
Indemnification Escrow Agent, one of whom shall be 
selected by Acquiror within such three business day 
period, and one of whom, who shall act as chairman, to 
be selected by the other two arbitrators within two 
business days of the appointment of the last arbitrator 
selected.  If the two appointed arbitrators shall fail 
to select a third arbitrator within the such two 
business day period, the parties shall mutually select 
the third arbitrator.  If the parties are unable to 
agree within two business days thereafter as to the 
third arbitrator, then either party may request the 
American Arbitration Association to select the third 
arbitrator.  The arbitrators shall meet the 
qualifications and abide by the Code of Ethics for 
arbitrators in commercial disputes of the American 
Arbitration Association.  All costs and expenses of the 
arbitration, including actual attorneys  fees and 
disbursements, shall be allocated among the parties 
according to the Arbitrators  discretion.  The 
Arbitrators  award resulting therefrom may be confirmed 
and entered as a final judgment in any court of 
competent jurisdiction and enforced accordingly.  Each 
party hereto agrees to use its respective best efforts 

                                                                Page 13 of 17
to conduct and conclude the arbitration of any dispute 
under this Agreement as quickly as possible.

     Section 9.  Interpleader.  If the parties to this 
Escrow Agreement disagree about the interpretation of 
this Escrow Agreement or about the rights and 
obligations of the Indemnification Escrow Agent or the 
propriety of any action contemplated by the 
Indemnification Escrow Agent, the Indemnification Escrow 
Agent may, but shall not be required to, (i) submit an 
action of interpleader to final and binding arbitration 
pursuant to Section 8 by delivering a written demand for 
arbitration to the other parties hereto in the manner 
described in Section 10 and (ii) transfer the 
Indemnification Escrow Shares to the arbitrators to 
resolve the disagreement.  If the Indemnification Escrow 
Agent transfers the Escrow Shares to the arbitrators and 
submits to the arbitrators an action of interpleader, 
the Indemnification Escrow Agent shall be released and 
relieved from all further obligation and liability 
hereunder.

     Section 10.  Notices.  All notices, requests, 
claims, demands and other communications hereunder shall 
be in writing and shall be given if delivered in person, 
by cable, telegram or telex (and shall be deemed to have 
been duly given on the date of delivery if so given), or 
by registered or certified mail (postage prepaid, return 
receipt requested) (and shall be deemed to have been 
duly given the second business day after the date of the 
postmark if so given) to the respective parties as 
follows:

     If to Acquiror:     The Vincam Group, Inc.
                         2850 Douglas Road
                         Coral Gables, FL 22134
                         Telecopier no.: (305) 460-2396
                         Attention: General Counsel

     With a copy to:     Steel Hector & Davis LLP
                         200 South Biscayne Boulevard, 
                         40th Floor
                         Miami, Florida 33131-2398
                         Telecopier No.: (305) 577-7001
                         Attention:  Ira N. Rosner, P.A.
                              
     If to Robert J. Quinette: 
                         Robert J. Quinette
                         12075 E. 45th Avenue, 
                         Vista Suite
                         Denver, CO 80237-2843
                         Telecopier No.: (303) 371-8970

                                                                Page 14 of 17
With a copy to:     Minor & Brown, P.C.
                         650 South Cherry Street
                         Cherry Creek Plaza, Suite 1100
                         Denver, CO 80222
                         Telecopier No.: (303) 320-6330
                         Attention:  Ned Minor, Esq.

     If to Michael C. Koltak:  
                         Michael C. Koltak
                         5115 Hogan Court
                         Fort Collins, CO  80525
                         (970) 225-3954

     With a copy to:     Minor & Brown, P.C.
                         650 South Cherry Street
                         Cherry Creek Plaza, Suite 1100
                         Denver, CO 80222
                         Telecopier No.: (303) 320-6330
                         Attention:  Ned Minor, Esq.
     If the Indemnification 
     Escrow Agent:   
                         Norwest Bank Colorado, N.A.
                         
                         --------------------
                         --------------------
                         --------------------
                         
     With a copy to:     
                         --------------------
                         --------------------
                         --------------------
                         
or to such other address as any party may have furnished 
to the others in writing in accordance herewith, except 
that notices of changes of address shall only be 
effective upon receipt.

     Section 11.  Headings.  The descriptive headings in 
this Agreement have been inserted for convenience only 
and shall not be deemed to limit or otherwise affect the 
construction of any provision hereof.

     Section 12.  Entire Agreement; Assignment.  This 
Agreement and the Merger Agreement constitutes the 
entire agreement among the parties with respect to the 
subject matter hereof and thereof and supersede all 
other prior agreements and understandings, both written 
and oral, among the parties or any of them with respect 
to the subject matter hereof and thereof.  The parties 
hereto acknowledge and agree that the Indemnification 
Escrow Agent is not a party to the Merger Agreement.  
This Agreement shall not be assigned by operation of law 
or otherwise.

     Section 13.  Parties in Interest.  This Agreement 

                                                                Page 15 of 17
shall be binding upon and inure solely to the benefit of 
the parties hereto, and nothing in this Agreement, 
express or implied, is intended to confer upon any other 
person any rights or remedies of any nature whatsoever 
under or by reason of this Agreement.

     Section 14.  Validity.  The invalidity or 
unenforceability of any provision of this Agreement 
shall not affect the validity or enforceability of any 
other provisions of this Agreement, each of which shall 
remain in full force and effect, provided that 
enforcement of such other provisions in the absence of 
the invalid or unenforceable provisions does not deprive 
either the Company or Acquiror of the benefit of the 
bargain.

     Section 15.  Counterparts; Facsimile Signatures.  
This Agreement may be executed in two or more 
counterparts, each of which shall be deemed to be an 
original but all of which shall constitute one and same 
Agreement.  The parties hereto hereby acknowledge and 
agree that facsimile signatures of this Agreement shall 
have the same force and effect as original signatures.

     Section 16.  Modification.  The Indemnification 
Escrow Agent shall not be bound by any modification, 
cancellation or rescission of this Agreement unless in 
writing and signed by the Acquiror and the Shareholders.  
In no event, however, shall any modification of this 
Agreement, which shall affect the rights or duties of 
the Indemnification Escrow Agent, be binding on the 
Escrow Agent unless it shall have given its prior 
written consent.

     Section 17.  Governing Law.  This Agreement shall 
be 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 laws thereof.

     Section 18.  Pooling of Interest.  If any provision 
of this Agreement or the application of any such 
provision to any person or circumstance shall preclude 
the use of  pooling of interest  accounting treatment in 
connection with the Merger, then, at the Acquiror s sole 
option, such provision shall be of no force and effect 
to the extent, and solely to the extent, necessary to 
preserve such accounting treatment for the Merger, and 
in that event, the remainder of this Agreement shall not 
be affected, and in lieu of such provision there shall 
be added as part of this Agreement a provision as 
similar in terms as may be possible for the Merger to be 
treated as a  pooling of interests  for accounting 
purposes.

                                                                Page 16 of 17
[The remainder of this page is intentionally left 
blank.]

     IN WITNESS WHEREOF, Acquiror, the Shareholders and 
the Indemnification Escrow Agent have caused this 
Agreement to be signed by their respective officers 
thereunto duly authorized, and their respective seals to 
be affixed hereto, as of the date first written above.

                              THE VINCAM GROUP, INC.

                                    
                              By:                              
                              Name:                              
                              Title:                              
                              I.R.S. Employer 
                              Identification No.: 59-2452823 
                                  
                              
                                                            
                              Robert J. Quinette
                              Social Security No. ###-##-####

                                                            
                              Michael C. Koltak
                              Social Security No. ###-##-####

                              NORWEST BANK COLORADO, N.A.
                              As Indemnification Escrow Agent
                                  

                              By:                              
                              Name:                              
                              Title:                              

                                                                Page 17 of 17
Exhibit 2.03

                       REGISTRATION AGREEMENT

     THIS REGISTRATION AGREEMENT (this  Agreement ) is 
entered into as of January ---, 1997 by The Vincam 
Group, Inc., a Florida corporation ( Vincam ), and each 
of the undersigned shareholders of Vincam (individually 
a  Shareholder  and collectively the  Shareholders ).

Recitals

     Vincam has entered into an Agreement and Plan of 
Merger, dated as of December ---, 1996 (the  SAI Merger 
Agreement ), with Staff Administrators, Inc. ( SAI ), 
Michael C. Koltak and Robert J. Quinette, pursuant to 
which Vincam shall cause a subsidiary to merge with SAI 
(the  SAI Merger ) in exchange for shares of Vincam 
Common Stock, par value $.001 per share.  In addition, 
Vincam has entered into an Agreement and Plan of Merger, 
dated as of December ---, 1996 (the  Western Colorado 
Merger Agreement ), with Staff Administrators of Western 
Colorado, Inc., a Colorado corporation ( Western 
Colorado ), SAI and Kris A. Smith, pursuant to which 
Vincam shall cause a subsidiary to merge with Western 
Colorado (the  Western Colorado Merger ) in exchange for 
shares of Vincam Common Stock.   The shares of Vincam 
Common Stock to be issued to the Shareholders pursuant 
to the SAI Merger Agreement and the Western Colorado 
Merger Agreement shall hereinafter be referred to as the  
Registrable Shares.    Capitalized terms used but not 
defined herein shall have the respective meanings 
ascribed to them in the SAI Merger Agreement unless 
otherwise indicated in this Agreement.

     The Registrable Shares to be received by the 
Shareholders pursuant to the SAI Merger Agreement and 
the Western Colorado Merger Agreement have not been 
registered under the Securities Act of 1933, as amended 
(the  Securities Act ), or the securities laws of any 
state.

     In consideration of the purchase of the Registrable 
Shares and to induce SAI, Western Colorado and the 
Shareholders to enter into the respective merger 
agreements, Vincam has agreed to undertake to register 
the Registrable Shares under the Securities Act and 
applicable state securities laws.

Agreement

     1.     Registration of Registrable Shares by 
Vincam.  

     (a)     Within 10 days of the public release by 
Vincam, pursuant to the requirements of Section 8.10 of 

                                                                Page 1  of 12
the SAI Merger Agreement, of a report including the 
combined financial results of Vincam and SAI for a 
period of at least 30 days of combined operations of 
Vincam and SAI (the  30 Day Report ) within the meaning 
of Accounting Series Release No. 135 as amended, of the 
Securities and Exchange Commission (the  Commission ), 
Vincam will prepare and file a registration statement on 
Form S-1 (or on any other form for the general 
registration of securities to be resold for cash) with 
the Securities and Exchange Commission (the  Commission 
) to cover 30% of the Registrable Shares (the  Initially 
Registered Shares  ) issued to each of the Shareholders.  
Thereafter,  Vincam will prepare and file a registration 
statement on Form S-1 (or on any other form for the 
general registration of securities to be resold for 
cash) with the Commission covering an additional 23.33% 
of the Registrable Shares on the first business day 
following each of the first, second and third 
anniversaries of the Closing Date.  Each of these 
registration statements is referred to herein 
individually as a  Registration Statement  and 
collectively as the  Registration Statements.   The 
Indemnification Escrow Shares (as such term is defined 
in the SAI Merger Agreement) shall constitute a portion 
of the Registrable Shares to be registered on the first 
business day following the third anniversary of the 
Closing Date.  All such Indemnification Escrow Shares, 
other than any such shares distributed to Vincam in 
satisfaction of claims made pursuant to the Escrow 
Agreement, shall be registered as part of the 
Registration Statement to be filed on the first business 
day following the third anniversary of the Closing Date.
     
     (b)     Vincam will use its best reasonable efforts 
to cause the Registration Statements to become effective 
and to effect the registration of the Registrable Shares 
under the Securities Act such that the Registrable 
Shares may be offered and sold by the Shareholders on a 
delayed or continuous basis in accordance with Rule 415 
under the Securities Act.  Notwithstanding the 
foregoing, Vincam may, at its option and in its sole 
discretion, register Registrable Shares prior to the 
dates set forth above.  In connection with the 
preparation and filing of the Registration Statements 
and any amendments or supplements thereto, Vincam will 
furnish to the Shareholders copies of all documents 
proposed to be filed, which documents will be subject to 
their review and reasonable approval with respect to any 
information contained therein concerning the 
Shareholders.  

     (c)     Vincam will pay all expenses of the 
registration, including without limitation legal and 
accounting fees and disbursements, blue sky fees and 
expenses, printing costs and related expenses arising 

                                                                Page 2  of 12
out of the preparation, filing, amending and 
supplementing of the Registration Statements and any 
prospectus a part thereof, other than fees and 
disbursements of counsel, accountants and other advisors 
for the Shareholders, underwriting commissions and 
discounts, brokerage commissions, agents  fees and 
transfer taxes relating to the offer and sale of the 
Registrable Shares.

     2.     Registration of Registrable Shares in 
Underwritten Offering.   Vincam agrees that, at the 
option of the Shareholders and upon receipt of written 
notice from the Shareholders as hereinafter required, it 
will include the Initially Registered Shares in the 
first underwritten public offering of Vincam equity 
securities consummated after the  public release by 
Vincam of the 30 Day Report.  Vincam will provide each 
Shareholder with at least 10 business days  written 
notice prior to the filing of a registration statement 
relating to any such underwritten offering.  Each 
Shareholder shall have five business days from the 
receipt of such notice from Vincam within which to 
notify Vincam in writing of an election to participate 
in the underwritten offering.  If a Shareholder does not 
notify Vincam of such election within such period, 
Vincam shall have no further obligation to such 
Shareholder under this Section 2.  Such inclusion shall 
be prior to the inclusion of any shares of Vincam Common 
Stock held by any person other than the Shareholders; 
provided however, that such number of Initially 
Registered Shares included in such offering shall be 
subject to reduction to the extent that Vincam intends 
to sell shares of Common Stock in such underwritten 
offering and the underwriters thereof advise Vincam that 
it is appropriate, because of marketing factors, to 
limit the number of Initially Registered Shares to be 
included in such offering in order to permit Vincam to 
sell the shares to be offered for its own account.

     3.     Registration of Additional Securities.  
Vincam shall, at its option, be entitled to include in 
either or all of the Registration Statements Vincam 
securities, to be sold for its own account or the 
account of others; provided, however, that in the event 
that any of such Registration Statements shall be filed 
in connection with an underwritten public offering of 
Vincam securities, the inclusion of the Registrable 
Shares shall be prior to the inclusion of any shares of 
Vincam Common Stock held by any person other than the 
Shareholders.

     4.     Registration Procedures.  In connection with 
the registration of the Registrable Shares, Vincam will, 
as expeditiously as possible:

                                                                Page 3  of 12
(a)  prepare and file with the Commission such 
amendments and supplements to each Registration 
Statement and the prospectus (including documents 
incorporated by reference therein) a part thereof 
(a  Prospectus,  which term shall for all purposes 
of this Agreement include any amendments or 
supplements to such Prospectus) as are necessary to 
maintain the effectiveness of such Registration 
Statement and to comply with the provisions of the 
Securities Act and the Securities Exchange Act of 
1934, as amended (the  Exchange Act ), with respect 
to the disposition of the Registrable Shares until 
all of the Registrable Shares have been disposed of 
in accordance with the intended methods of 
disposition of the Shareholders, as set forth in 
the Registration Statement, or until counsel for 
Vincam has in writing advised Vincam and each 
Shareholder who continues to own Registrable Shares 
that such counsel is of the opinion that such 
Shareholder has no further obligation to comply 
with the registration requirements  of the 
Securities Act or to deliver a Prospectus meeting 
the requirements of Section 10(a) of the Securities 
Act in connection with further sales of Registrable 
Shares by such Shareholder, but in no event shall 
Vincam be required to maintain the effectiveness of 
any Registration Statement for a period of more 
than one year after the effective date thereof;

     (b)  furnish to each Shareholder two conformed 
copies of each Registration Statement and of each 
related amendment and supplement and in each case 
including all exhibits, a number of copies of the 
related Prospectus (including any related 
preliminary prospectus and summary prospectus), in 
conformity with the requirements of the Securities 
Act, and such other documents, as such Shareholder 
reasonably requests to facilitate the disposition 
of his or her Registrable Shares;

     (c)  use its best reasonable efforts to 
register or qualify the Registrable Shares under 
the securities or blue sky laws of those 
jurisdictions within the United States which each 
Shareholder reasonably requests, except that Vincam 
shall not be required to file a general consent to 
service of process or to qualify to do business as 
a foreign corporation in any jurisdiction wherein 
it is not so qualified, or to subject itself to 
taxation in any jurisdiction, and provided that 
Vincam reserves the right, in its sole discretion, 
not to register or qualify the Registrable Shares 
in any jurisdiction where the Registrable Shares do 
not meet such jurisdiction s requirements for 
registration or qualification;

                                                                Page 4  of 12
(d)  notify promptly each Shareholder, at any 
time when a Prospectus is required to be delivered 
under the Securities Act, of (i) the happening of 
any event as a result of which such Prospectus, as 
then in effect, includes an untrue statement of a 
material fact or omits to state a material fact 
required to be stated therein or necessary to make 
the statements made, in the light of the 
circumstances then existing, not misleading; and at 
the request of any Shareholder prepare, file with 
the Commission and furnish to such Shareholder a 
reasonable number of copies of a supplement to or 
an amendment of such Prospectus, so that, as 
thereafter delivered to the purchasers of such 
Registrable Shares, such Prospectus does not 
include an untrue statement of a material fact or 
omit to state a material fact required to be stated 
therein or necessary to make the statements made, 
in the light of the circumstances then existing, 
not misleading; (ii) the issuance by the Commission 
of a stop order suspending the effectiveness of a 
Registration Statement or the initiation of 
proceedings for such purpose; and (iii) the receipt 
by Vincam of any notification with respect to the 
suspension of the qualification or exemption from 
qualification of any of the Registrable Shares for 
sale in any jurisdiction or the initiation of 
proceedings for such purpose;

     (e)  otherwise use its best reasonable efforts 
to comply with the Securities Act, the Exchange Act 
and all applicable rules and regulations of the 
Commission, and make generally available to holders 
of its securities, as soon as practicable, an 
earnings statement covering the period of at least 
12 months, beginning with the first day of the 
first fiscal quarter next succeeding the effective 
date of each Registration Statement (as defined in 
Rule 158 under the Securities Act), which earnings 
statement shall satisfy the provisions of Section 
11(a) of the Securities Act; and

     (f)  use its best reasonable efforts to list 
the Registrable Shares on the automated quotation 
system and/or securities exchanges upon which 
Vincam s Common Stock is listed generally.

     Notwithstanding anything contained in this 
Agreement to the contrary, Vincam shall not be obligated 
to effect, or to take any action to effect, any 
registration pursuant to this Agreement or file any 
supplement or amendment thereto or to any Prospectus, 
if, in the good faith judgment of the Board of Directors 
of Vincam, such registration, supplement or amendment 
would contain disclosure which, in the good faith 

                                                                Page 5  of 12
judgment of the Board of Directors, would be detrimental 
to Vincam at such time and which Vincam would not 
otherwise be obligated to disclose, or if, at the time 
it is required to file a registration statement pursuant 
to Section 1(a) hereof, Vincam is engaged or has fixed 
plans to engage in a registered public offering within 
90 days as to which the Shareholders may include the 
Registrable Shares otherwise required to be the subject 
of a  Registration Statement pursuant to Section 1(a) at 
that time.  In such event, Vincam may at its option 
defer the filing of such document for a period not in 
excess of 180 days from the date it is required to file 
such document and in such event, or upon the occurrence 
of any event described paragraph (d)(ii) or (d)(iii) 
above, each Shareholder shall at Vincam s written 
request refrain from making any sale or disposition of 
Registrable Shares which sale or disposition requires 
the delivery of a Prospectus until Vincam shall have 
given written notice that such sales or dispositions may 
resume, it being understood that Vincam shall use its 
best reasonable efforts to obtain the withdrawal of any 
stop order or the lifting of any suspension of 
qualification or exemption from qualification.  
     
     5.     Conditions to Registration. Each Shareholder 
s right to have Registrable Shares included in a 
Registration Statement shall be subject to the following 
conditions or limitations:

     (a)  The Shareholder shall furnish Vincam in a  
timely manner with all information required by the 
applicable rules and regulations of the Commission, 
including without limitation the proposed method of 
sale or other disposition of the Registrable 
Shares, the identity of and compensation to be paid 
to any person to be employed in connection 
therewith, and all other information as Vincam may 
reasonably require; and

     (b)  All Shareholders who desire to sell and 
distribute Registrable Shares over a period of 
time, or from time to time, at then prevailing 
market prices, shall execute and deliver to Vincam 
those written undertakings which Vincam and its 
counsel may reasonably require in order to assure 
full compliance with relevant provisions of the 
Securities Act and the Exchange Act; 

     (c)  Each Shareholder hereby agrees that upon 
the written request of Vincam and the managing 
underwriter of an underwritten offering of equity 
securities or debt securities convertible into 
equity securities of Vincam, it shall not sell 
publicly or otherwise transfer or dispose of any 
Registrable Shares or other equity securities of 

                                                                Page 6  of 12
Vincam held by such Shareholder during the period 
starting up to 45 days prior to Vincam s good faith 
estimate of the date of filing with the Commission 
of, and ending on a date up to 90 days (or up to 
180 days if so requested by the underwriter) after 
the effective date of, a registration statement 
relating thereto, provided that Vincam is actively 
employing in good faith all reasonable efforts to 
cause such registration statement to become 
effective; and

     (d) To the extent that any Registrable Shares 
are included in an underwritten offering, the 
Shareholders so selling shall execute an 
underwriting agreement containing customary terms 
including, without limitation, with respect to 
indemnification provisions, and such other 
agreements as may be reasonably requested by Vincam 
and the underwriters. 

6.     Indemnification.

          6.1  Indemnification by Vincam.  Vincam will, 
to the extent permitted by law, indemnify and hold 
harmless each Shareholder who is the seller of 
Registrable Shares, each other person, if any, who 
participates as an underwriter, broker or dealer in the 
offering or sale of the Registrable Shares and each 
other person, if any, who controls any participating 
person within the meaning of the Securities Act, against 
any losses, claims, demands, damages or liabilities, 
joint or several, to which such indemnified person may 
become subject under the Securities Act or otherwise, 
insofar as the losses, claims, demands, damages or 
liabilities (or actions or proceedings in respect 
thereof) arise out of or are based upon (a) any untrue 
statement or alleged untrue statement of any material 
fact contained or incorporated by reference in a 
Registration Statement, a Prospectus or a preliminary or 
summary prospectus contained therein, any amendment or 
supplement thereto, or any document (or part thereof) 
incorporated by reference therein, or (b) the omission 
or alleged omission to state therein a material fact 
required to be stated therein or necessary to make the 
statements therein not misleading; and Vincam will 
reimburse each indemnified person for all legal or other 
expenses reasonably incurred by them in connection with 
investigating or defending any such loss, claim, demand, 
damage, liability, action or proceeding, except that 
Vincam will not be liable in any such case to the extent 
that the loss, claim, demand, damage or liability arises 
out of or is based upon an untrue statement or alleged 
untrue statement or omission or alleged omission made or 
incorporated by reference in such Registration 
Statement, Prospectus or  preliminary or summary 

                                                                Page 7  of 12
prospectus, amendment or supplement in reliance upon and 
in conformity with  information furnished to Vincam by 
the indemnified person.  This indemnity shall remain in 
full force and effect regardless of any investigation 
made by or on behalf of an indemnified person and shall 
survive the transfer of Registrable Shares by a 
Shareholder.

          6.2  Indemnification by Shareholders.  Each 
Shareholder will, to the extent permitted by law, 
indemnify and hold harmless Vincam, each director of 
Vincam, each officer of Vincam who signs a Registration 
Statement, and each other person, if any, who controls 
Vincam, against any losses, claims, demands, damages or 
liabilities, joint or several, to which Vincam or such 
director, officer or controlling person may become 
subject under the Securities Act or otherwise, insofar 
as the losses, claims, demands, damages or liabilities 
(or actions or proceedings in respect thereof) arise out 
of or are based upon (a) any untrue statement or alleged 
untrue statement of any material fact contained or 
incorporated by reference in a Registration Statement, 
Prospectus or preliminary or summary prospectus 
contained therein, any amendment or supplement thereto, 
or any document (or part thereof) incorporated by 
reference therein, or (b) the omission or alleged 
omission to state therein a material fact required to be 
stated therein or necessary to make the statements 
therein not misleading, which untrue statement or 
alleged untrue statement or omission or alleged omission 
has been made or incorporated therein in reliance upon 
and in conformity with information furnished to Vincam 
by such Shareholder, and will reimburse Vincam and each 
director, officer and controlling person for all legal 
or other expenses reasonably incurred by them in 
connection with investigating or defending any such 
loss, claim, demand, damage, liability, action or 
proceeding.  This indemnity shall remain in full force 
and effect regardless of any investigation made by or on 
behalf of Vincam or such director, officer or 
controlling person and shall survive the transfer of 
Registrable Shares by such Shareholder.

          6.3  Notices of Claims.  Promptly after 
receipt by an indemnified party of a demand or notice of 
the commencement of any action or proceeding involving 
losses, claims, demands, damages or liabilities referred 
to in Section 6.1 or 6.2 (each, an  Indemnified Claim ), 
the indemnified party will, if a claim for 
indemnification is to be made against an indemnifying 
party, give written notice to the latter of the 
Indemnified Claim,  provided that the failure of any 
indemnified party to give notice as provided herein 
shall not relieve the indemnifying party of its 
obligations under Section 6.1 or 6.2, except to the 

                                                                Page 8  of 12
extent that the indemnifying party is actually 
prejudiced by the failure to give notice.  Unless in the 
reasonable judgment of counsel for an indemnifying party 
a conflict of interest exists between such indemnifying 
party and the indemnified party or parties with respect 
to the Indemnified Claim, each indemnified party agrees 
to permit the indemnifying party to assume the defense 
of the Indemnified Claim with counsel reasonably 
satisfactory to the indemnified party or parties.  If 
the indemnifying party is not entitled to, or elects not 
to, assume the defense of an Indemnified Claim, it will 
not be obligated to pay the fees and expenses of more 
than one counsel for such indemnified party or parties 
with respect to the Indemnified Claim.  No indemnifying 
party will consent to entry of any judgment or enter 
into any settlement which does not include as an 
unconditional term the giving by the claimant or 
plaintiff to the indemnified party of a release from all 
liability in respect of the Indemnified Claim.

          6.4  Contribution.  If the indemnification 
provided for in Section 6.1 or 6.2 from the indemnifying 
party is unavailable to an indemnified party in respect 
of any losses, claims, demands, damages or liabilities 
referred to therein, then each indemnifying party, in 
lieu of indemnifying the indemnified party, shall 
contribute to the amount paid or payable by each 
indemnified party as a result of such losses, claims, 
demands, damages or liabilities in such proportion as is 
appropriate to reflect the relative fault of such 
indemnifying party on the one hand and of the 
indemnified party or parties on the other in connection 
with the statements or omissions that resulted in such 
loss, liability, claim, damage, or expense as well as 
any other relevant equitable considerations.  The 
relative fault of the indemnifying party and of the 
indemnified party shall be determined by reference to, 
among other things, whether the untrue or alleged untrue 
statement of a material fact or the omission or alleged 
omission to state a material fact relates to information 
supplied by the indemnifying party or by the indemnified 
party and the parties  relative intent, knowledge, 
access to information, and opportunity to correct or 
prevent such statement or omission.

     The parties agree that it would not be just and 
equitable if contribution pursuant to this Section 6 
were determined by pro rata allocation or by any other 
method of allocation which does not take account of the 
equitable considerations referred to in the immediately 
preceding paragraph.  No person liable for fraudulent 
misrepresentation (within the meaning of Section 11(f) 
of the Securities Act) shall be entitled to contribution 
from any person who was not liable for such fraudulent 
misrepresentation.

                                                                Page 9  of 12
7.     Expenses. Except as otherwise specifically 
provided in this Agreement, each party shall pay its own 
expenses incident to the performance or enforcement of 
this Agreement, including all fees and expenses of its 
counsel for all activities of counsel undertaken 
pursuant to this Agreement.

     8.     Notices. All notices and other 
communications under this Agreement shall be in writing 
and shall be (i) mailed by first class or express mail, 
postage prepaid, (ii) sent by telex, telegram, telecopy 
or other similar form of rapid transmission, confirmed 
by mailing (by first class or express mail, postage 
prepaid) written confirmation at substantially the same 
time as the rapid transmissions or (iii) personally, 
delivered to the receiving party.  All such 
communications shall be mailed, sent or delivered:

          (a)  If to Vincam, as specified in the Merger 
Agreement, or to such other person(s) or address(es) as 
Vincam shall have furnished to the other parties in 
writing; and

          (b)  If to any Shareholder, at its address as 
the same may appear on the records of Vincam or to such 
other address as it may have furnished in writing to 
Vincam.

     Any notice shall be deemed to be given when so 
mailed.  Any notice so sent by rapid transmission shall 
be deemed to be given when transmitted, and any 
communication so delivered in person shall be deemed to 
be given when receipted for by, or actually received by, 
the party (or its agent) to whom it is given.

      9.     Entire Agreement.  This Agreement 
constitutes the entire agreement among the parties with 
respect to its subject matter and supersedes all prior 
agreements and understandings between them as to its 
subject matter.

     10.     Waivers and Further Agreements.  A waiver 
of any of the terms or conditions of this Agreement 
shall be in writing and shall not operate as a waiver of 
any other breach of such terms or conditions or any 
other term or condition, nor shall any failure to 
enforce any provision hereof operate as a waiver of such 
provision or of any other provision.  No such written 
waiver shall be construed to effect a continuing waiver 
of the provision being waived, unless it specifically 
provides to the contrary, and no such waiver in any 
instance shall constitute a waiver in any other instance 
or for any other purpose or impair the right of the 
party against whom such waiver is claimed in all other 
instances or for all other purposes to require full 

                                                                Page 10 of 12
compliance with such provision.  Each of the parties 
agrees to execute all further instruments and documents 
and to take all further action as the other parties may 
reasonably require in order to effectuate the purposes 
and intent of this Agreement.

     11.     Amendments.  This Agreement may not be 
amended nor shall any waiver, change, modification, 
consent or discharge be effected except by an instrument 
in writing executed by or on behalf of the party or 
parties against whom enforcement of any amendment, 
waiver, change, modification, consent or discharge is 
sought.

     12.     Assignment; Successors and Assigns.  This 
Agreement and the rights provided hereunder shall not be 
assignable but shall be binding upon and shall inure to 
the benefit of the parties and their respective 
successors, heirs, executors and legal representatives.

     13.     Restrictions on Transfer of Registrable 
Shares.  The Shareholders acknowledge that the 
Registrable Shares have not been registered under the 
Securities Act or the securities laws of any 
jurisdiction and may not be sold or transferred unless 
they are registered or Vincam receives an opinion of 
counsel reasonably satisfactory to Vincam that an 
exemption from applicable registration requirements is 
available.  The certificates representing the 
Registrable Shares will bear a restrictive legend to the 
foregoing effect until such time as such Registrable 
Shares are the subject of an effective Registration 
Statement.  Each of the Shareholders agrees not to sell 
or otherwise transfer any Registrable Shares except in 
compliance with the Securities Act and other applicable 
laws and the provisions hereof.  Each of the 
Shareholders may pledge his Registrable Shares, provided 
the pledgee agrees in writing not to sell or otherwise 
transfer pledged Registrable Shares except in compliance 
with the Securities Act and other applicable laws.  

     14.     Representations and Warranties of 
Shareholders.  Each of the Shareholders represents and 
warrants to Vincam that he is acquiring the Registrable 
Shares for his own account for investment purposes and 
not with a view toward the resale or distribution 
thereof, except pursuant to an available exemption from 
the registration requirement of the Securities Act or to 
the Registration Statement.

     15.     Severability.  Except as provided in 
Section 6.4, if any provision of this Agreement is held 
or deemed to be, or in fact is, invalid, inoperative or 
unenforceable for any reason, this Agreement shall be 
construed as though such invalid, inoperative or 

                                                                Page 11 of 12
unenforceable provision had never been contained in this 
Agreement.

     16.     Governing Law.  This Agreement shall be 
governed by and construed and enforced in accordance 
with the laws of the State of Florida, regardless of the 
laws which might otherwise be applicable under 
principles of conflicts of law.

     17.     Counterparts; Facsimile Signatures.  This 
Agreement may be executed in two or more counterparts, 
each of which need not be executed by each of the 
parties and each of which shall be deemed an  original, 
but all of which together shall constitute one and the 
same instrument.  The parties hereby acknowledge and 
agree that facsimile signatures of this Agreement shall 
have the same force and effect as original signatures.  

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

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

The Vincam Group, Inc.     Shareholders

By:                           
Name:                                 
Robert J. Quinette
Title:                         
                                   
     Michael C. Koltak
     
                              
     Kris A. Smith

                                                                Page 12 of 12
Exhibit 7.01

                       Agreement and Plan of Merger

                               by and among

                          The Vincam Group, Inc.,

              Staff Administrators of Western Colorado, Inc.,

               Staff Administrators, Inc. and Kris A. Smith

                            December 24, 1996
THE PAGINATION REFERENCE IN THE FOLLOWING TABLE OF CONTENTS MAKE
REFERENCE TO THE ORIGINAL DOCUMENT.

TABLE OF CONTENTS

     ARTICLE I
     THE MERGER                                      1
     SECTION 1.01  The Merger                        1
     SECTION 1.02  Effective Time                    1
     SECTION 1.03  Effect of the Merger              1
     SECTION 1.04  Articles of Incorporation; 
          By-Laws                                    2
     SECTION 1.05  Directors and Officers            2
     SECTION 1.06  Taking Necessary Action; 
          Further Action                             2
     SECTION 1.07  The Closing                       2

     ARTICLE II
     EFFECT ON CAPITAL STOCK; EXCHANGE OF 
          CERTIFICATES                               2
     SECTION 2.01 Effect on Capital Stock            2
     SECTION 2.02 Exchange of Certificates           3
     SECTION 2.03 Tax Treatment                      4
     SECTION 2.04 Registration Rights                4

     ARTICLE III
     DEFINITIONS                                     4

     ARTICLE IV
     REPRESENTATIONS AND WARRANTIES OF THE COMPANY 
          AND THE CORPORATE SHAREHOLDER              5
     SECTION 4.01  Authority; Enforceability         6
     SECTION 4.02  Disclosure                        6

     ARTICLE V                                       6
     REPRESENTATIONS AND WARRANTIESOF THE 
          SHAREHOLDERS                               6
     SECTION 5.01 Authority; Enforceability          6
     SECTION 5.02 Investment                         7
     SECTION 5.03  Company Shares.                   7
     SECTION 5.04 Share Ownership                    8
     SECTION 5.05  Brokers                           8
     SECTION 5.06 Disclosure                         8

     ARTICLE VI
     REPRESENTATIONS AND WARRANTIESOF ACQUIROR       8
     SECTION 6.01  Organization and Qualification    8
     SECTION 6.02  Capitalization                    8
     SECTION 6.03  Authority                         9
     SECTION 6.04  No Conflict, Required Filings and 
          Consents                                   9
     SECTION 6.05  Reports; Financial Statements     10
     SECTION 6.06  Absence of Certain Changes or 
          Events                                     11
     SECTION 6.07  Brokers                           11

                                        i
ARTICLE VII                                     11
     ADDITIONAL AGREEMENTS                           11
     SECTION 7.01  Public Announcements              11
     SECTION 7.02 NMS Listing                        11
     SECTION 7.03 Survival of Representations, 
          Warranties, Covenants and Agreements       11
     SECTION 7.04  Legend                            12
     SECTION 7.05 Reasonable Efforts; Further 
          Assurances                                 12
     SECTION 7.06 Termination of Purchase Agreement  12
     SECTION 7.07  Affiliate Agreements; Tax 
          Treatment                                  12
     SECTION 7.08  Update Disclosure; Breaches       13

     ARTICLE VIII
     CLOSING CONDITIONS                              13
     SECTION 8.01  Conditions to Obligations of
          Each Party Under This Agreement            13

     ARTICLE IX
     TERMINATION, AMENDMENT                          14
     SECTION 9.01 Termination                        14
     SECTION 9.02 Effect of Termination              15
     SECTION 9.03  Fees and Expenses                 15

     ARTICLE X
     GENERAL PROVISIONS                              15
     SECTION 10.01  Notices                          15
     SECTION 10.02 Amendment                         17
     SECTION 10.03 Waiver                            17
     SECTION 10.04 Headings                          17
     SECTION 10.05 Severability                      17
     SECTION 10.06 Entire Agreement                  17
     SECTION 10.07 Assignment                        18
     SECTION 10.08 Parties in Interest               18
     SECTION 10.09 Governing Law                     18
     SECTION 10.10  Counterparts; Facsimile 
          Signatures                                 18
     SECTION 10.11 Attorneys  Fees                   18

     EXHIBITS

     Exhibit 2.04          Registration Agreement
     Exhibit 7.07          Affiliate Agreement

                                        ii
AGREEMENT AND PLAN OF MERGER

     This Agreement and Plan of Merger, dated as of 
December 24, 1996 (this  Agreement ), is by and among 
The Vincam Group, Inc., a Florida corporation ( Acquiror 
), Staff Administrators of Western Colorado, Inc., a 
Colorado corporation (the  Company ), Staff 
Administrators, Inc. (the  Corporate Shareholder ) and 
Kris A. Smith (the  Individual Shareholder ).  In this 
Agreement, the Corporate Shareholder and the Individual 
Shareholder are referred to collectively as the  
Shareholders. 

RECITALS:

     A.  Subject to the provisions of this Agreement and 
the satisfaction of the conditions to this Agreement, 
the Company shall be merged (the  Merger ) with a 
subsidiary of Acquiror ( Acquiror Sub ) at the time 
provided for in Section 1.02.  Immediately following the 
Merger, the Company shall be a subsidiary of the 
Acquiror.

     B.  The parties hereto desire to enter into this 
Agreement for the purpose of setting forth certain 
representations, warranties and covenants made by each 
to the other as an inducement to the execution and 
delivery of this Agreement and the conditions precedent 
to the consummation of the Merger.

     NOW, THEREFORE, in consideration of the premises 
and of the mutual provisions, agreements and covenants 
herein contained, Acquiror, Company and the Shareholders 
agree as follows:

                          ARTICLE I

                         THE MERGER

SECTION 1.01  The Merger;.  Upon the terms and subject to the 
conditions set forth 
in this Agreement, and in accordance with the Colorado 
Business Corporation Act (the  Colorado Code ), at the 
Effective Time (as defined below), the Acquiror Sub 
shall be merged with and into the Company.  As a result 
of the Merger, the separate corporate existence of the 
Acquiror Sub shall cease and the Company shall continue 
as the surviving corporation of the Merger (the  
Surviving Corporation ).  Acquiror Sub and the Company 
are collectively referred to in this Agreement as the  
Constituent Corporations. 

SECTION 1.02  Effective Time;.  At the Closing (as defined below), 
the parties shall cause the Merger to be consummated by filing 

                                                                Page 1  of 22
articles of merger (the  Articles of Merger ) with the 
Secretary of State of Colorado in such form as required 
by, and executed in accordance with, the relevant 
provisions of the Colorado Code (the effective date and 
time specified in such filing, which shall be no earlier 
than January 1, 1997, being the  Effective Time ).

SECTION 1.03  Effect of the Merger;.  At the Effective Time, the 
effect of the Merger shall be as provided in the 
applicable provisions of the Colorado Code.  Without 
limiting the generality of such act, and subject to its 
provisions, at the Effective Time, all the property, 
interests, assets, rights, privileges, immunities, 
powers and franchises of Acquiror Sub and the Company 
shall vest in the Surviving Corporation, and all debts, 
liabilities, duties and obligations of Acquiror Sub and 
the Company shall become the debts, liabilities, duties 
and obligations of the Surviving Corporation.

SECTION 1.04  Articles of Incorporation; 
By-Laws;.  At the Effective Time, the Articles of 
Incorporation and the By-Laws of the Acquiror Sub shall 
be the Articles of Incorporation and the By-Laws of the 
Surviving Corporation.

SECTION 1.05  
Directors and Officers;.  The directors of Acquiror Sub 
immediately prior to the Effective Time shall be the 
initial directors of the Surviving Corporation, each to 
hold office in accordance with the Articles of 
Incorporation and By-Laws of the Surviving Corporation, 
and the officers of Acquiror Sub immediately prior to 
the Effective Time shall be the initial officers of the 
Surviving Corporation, in each case until their 
respective successors are duly elected or appointed and 
qualified.

SECTION 1.06  Taking Necessary Action; Further 
Action;.  Acquiror, Acquiror Sub and the Company, 
respectively, shall each use its best reasonable efforts 
to take all such action as may be necessary or 
appropriate to effectuate the Merger under the Colorado 
Code at the Effective Time.  If, at any time after the 
Effective Time, any further action is necessary or 
desirable to carry out the purposes of this Agreement 
and to vest the Surviving Corporation with full right, 
title and possession to all properties, interests, 
assets, rights, privileges, immunities, powers and 
franchises of either of the Constituent Corporations, 
the officers of the Surviving Corporation are fully 
authorized in the name of each Constituent Corporation 
or otherwise to take, and shall take, all such lawful 
and necessary action.

                                                                Page 2  of 22
SECTION 1.07  The Closing;.  
The closing of the transactions contemplated by this 
Agreement (the  Closing ) shall be held as promptly as 
practicable, but not more than two business days 
following the satisfaction of, or waiver by the party 
entitled to satisfaction of, all conditions precedent to 
the Merger specified in this Agreement, unless duly 
waived by the party entitled to satisfaction thereof.  
The Closing will take place at the offices of Steel 
Hector & Davis LLP, 200 S. Biscayne Blvd., Suite 4000, 
Miami, Florida 33131-2398, at 10:00 a.m. local Miami 
time on such date, or at such other time and place as 
the parties may agree.

                          ARTICLE II

            EFFECT ON CAPITAL STOCK; EXCHANGE OF 
                         CERTIFICATES

SECTION 2.01 
Effect on Capital Stock;.  At the Effective Time, by 
virtue of the Merger and without any further action on 
the part of Acquiror Sub, the Company or the 
Shareholders:

     (a)     All issued and outstanding shares of capital 
stock of Acquiror Sub shall continue to be issued and 
shall be converted into 1,000 shares of common stock of 
the Surviving Corporation.  Each stock certificate of 
Acquiror Sub evidencing ownership of any such shares 
shall evidence ownership of such shares of capital stock 
of the Surviving Corporation.

     (b)     The 24,500 shares of common stock of the 
Company, no par value ( Company Common Stock ), held 
beneficially and of record by the Individual Shareholder 
shall be converted, without any action on the part of 
the Individual Shareholder into 20,000 shares of common 
stock, par value $.001, of the Acquiror (the  Smith 
Merger Consideration ).  All such shares of Company 
Common Stock so converted shall no longer be outstanding 
and shall automatically be cancelled and retired and 
shall cease to exist, and the certificate previously 
representing such shares shall thereafter represent the 
right to receive the Smith Merger Consideration. 

     (c)     The 25,500 shares of Company Common Stock held 
beneficially and of record by the Corporate Shareholder 
shall be converted, without any action on the part of 
the Corporate Shareholder into 20,816 shares of common 
stock, par value $.001, of the Acquiror (the  SAI Merger 
Consideration ).  All such shares of Company Common 
Stock so converted shall no longer be outstanding and 
shall automatically be cancelled and retired and shall 
cease to exist, and the certificate previously 

                                                                Page 3  of 22
representing such shares shall thereafter represent the 
right to receive the SAI Merger Consideration. 

     (d)     Each share of Company Common Stock held in the 
treasury of the Company shall be cancelled and 
extinguished without any conversion of such shares and 
no payment shall be made with respect to such shares.

SECTION 2.02 
Exchange of Certificates;.  (a) At the Closing, the 
Shareholders shall deliver to Acquiror the certificate 
or certificates representing their shares of Company 
Common Stock issued and outstanding immediately prior to 
the Effective Time (each a  Certificate  and 
collectively the  Certificates ), and Acquiror shall 
deliver to the Individual Shareholder a certificate 
representing the Smith Merger Consideration and to the 
Corporate Shareholder a certificate representing the SAI 
Merger Consideration.

     (b)     Until surrendered as contemplated by this 
Section 2.02, each Certificate shall be deemed at any 
time after the Effective Time to represent only the 
right to receive upon surrender the merger consideration 
into which the shares of Company Common Stock previously 
represented by such Certificate were converted at the 
Effective Time and any dividends or other distributions 
to which such holder is entitled pursuant to Section 
2.02(d).

     (c)      At and after the Effective Time, the holders 
of Certificates shall cease to have any rights as 
shareholders of the Company, except for the right to 
surrender Certificates to be converted pursuant to 
Section 2.01.  All shares of common stock of the 
Acquiror, par value $.001 ( Acquiror Common Stock ), 
issued upon conversion of the shares of Company Common 
Stock in accordance with the terms of this Agreement 
shall be deemed to have been issued and paid in full 
satisfaction of all rights pertaining to such shares of 
Company Common Stock.

     (d)     Holders of unsurrendered Certificates with 
respect to the shares of Acquiror Common Stock 
represented thereby shall be entitled to receive 
dividends and other distributions declared or made with 
respect to Acquiror Common Stock with a record date as 
of the close of business on or after the date on which 
the Effective Time occurs.  No such dividends or other 
distributions, however, shall be paid to the holder of 
any such unsurrendered Certificate until such holder 
shall surrender such Certificate.  Subject to the effect 
of escheat, tax or other applicable laws, following 
surrender of any such Certificate, there shall be paid 
to the holder of the certificates representing the 

                                                                Page 4  of 22
shares of Acquiror Common Stock issued in exchange 
therefor, without interest, (i) promptly, the amount of 
dividends or other distributions with a record date as 
of the close of business on or after the Effective Time 
theretofore paid with respect to such shares of Acquiror 
Common Stock, and (ii) at the appropriate payment date, 
the amount of dividends or other distributions, with a 
record date as of the close of business on or after the 
Effective Time but prior to surrender, payable with 
respect to such shares of Acquiror Common Stock.

     (e)     If, between the date hereof and the Effective 
Time, the outstanding shares of Acquiror Common Stock 
shall be changed into a different number of shares or a 
different class by reason of any reclassification, 
recapitalization, split-up, exchange of shares or 
readjustment, or if a stock dividend thereon shall be 
declared with a record date within such period, the 
number of shares of Acquiror Common Stock to be issued 
and delivered in the Merger for each outstanding shares 
of Company Common Stock as provided in this Agreement 
shall be correspondingly adjusted.  It is agreed and 
understood that the grant by the Acquiror of stock 
options pursuant to any stock option or stock incentive 
plan, or the exercise by any holder of such a stock 
option, shall not constitute an action of the type 
requiring adjustment pursuant to this Section 2.02.

SECTION 2.03 Tax 
Treatment;.  The Company and the Shareholders intend 
that the Merger will be a non-taxable transaction to the 
Shareholders under section 368(a)(2)(E) of the Internal 
Revenue Code of 1986, as amended.

SECTION 2.04 
Registration Rights;.  The shares of Acquiror Common 
Stock received in the Merger by the Individual 
Shareholder shall be entitled to certain registration 
rights, as defined in and pursuant to the Registration 
Agreement attached as Exhibit 2.04.

                          ARTICLE III

                          DEFINITIONS

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.

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

                                                                Page 5  of 22
The term  employee   includes, but is not limited to, 
any leased employee, co-employee, worksite employee, 
internal employee or corporate employee.

The term  knowledge  means the actual knowledge of a 
person, or of its current officers and directors in the 
case of a corporate person, after reasonable 
investigation.  For purposes of this definition,  
reasonable investigation  means that inquiry has been 
made of those Company persons employed or retained by 
the Company or its Subsidiaries (excluding leased 
employees of the Company) who are likely to know the 
facts of the subject matter being investigated and all 
files or documents in the possession of all such persons 
which relate to the subject matter being investigated 
have been reviewed.

The term  person  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  Subsidiary  (or its plural) as used in this 
Agreement with respect to the Company, Acquiror, the 
Surviving Corporation or any other person shall mean any 
corporation, partnership, joint venture or other legal 
entity of which the Company, Acquiror, the Surviving 
Corporation or such other  person, 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.

The term  Tax  or  Taxes  shall mean any and all taxes, 
charges, fees, levies, and other governmental 
assessments and impositions of any kind, payable to any 
governmental entity or taxing authority or agency, 
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 taxes imposed with 
respect thereto.

                                                                Page 6  of 22
ARTICLE IV

               REPRESENTATIONS AND WARRANTIES OF 
           THE COMPANY AND THE CORPORATE SHAREHOLDER

     The Corporate Shareholder and the Company jointly 
and severally represent and warrant to Acquiror that the 
statements contained in this Article IV are correct and 
complete as of the date of this Agreement and will be 
correct and complete immediately prior to the Effective 
Time (as though made then and as though the Effective 
Time were substituted for the date of this Agreement 
throughout this Article IV).  In the event that, after 
the date hereof and prior to the Effective Time, any of 
the statements contained in this Article IV becomes 
incorrect or incomplete, the Company and the Corporate 
Shareholder shall provide notice to the Acquiror 
pursuant to Section 7.08.

SECTION 4.01  
Authority; Enforceability;.  The Board of Directors of 
the Company has adopted this Agreement and recommended 
the Merger for the approval of the Shareholders pursuant 
to Sections 7-111-101 and 7-111-103 of the Colorado 
Code.  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 and 
shareholder action and no other corporate or shareholder 
proceedings on the part of the Company, other than the 
filing of the Articles of Merger, 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 equitable principles.

SECTION 4.02  Disclosure;.  
No representation or warranty contained in this Article 
IV, or in any Schedule or Exhibit hereto or any closing 
certificate furnished or to be furnished by either the 
Company or the Corporate Shareholder to the Acquiror 
pursuant to this Agreement or in connection with the 
Merger contains or, at the Effective Time, will contain 
any untrue statement of a material fact, or omits or, at 
the Effective Time, will omit to state a material fact 
necessary to make the statements contained herein or 
therein not misleading.

                                                                Page 7  of 22
ARTICLE V

                REPRESENTATIONS AND WARRANTIES
                     OF THE SHAREHOLDERS.

     Each of the Shareholders severally but not jointly 
represents and warrants to Acquiror that the statements 
contained in this Article V are correct and complete as 
of the date of this Agreement and will be correct and 
complete as of the Effective Time (as though made then 
and as though the Effective Time were substituted for 
the date of this Agreement throughout this Article V), 
other than those statements that, by their terms, are 
made only by the Individual Shareholder or the Corporate 
Shareholder, in which case only the Shareholder to whom 
the statement refers represents and warrants the 
correctness and completeness thereof.

SECTION 5.01 
Authority; Enforceability;.  The Shareholder has full 
power and authority to execute and deliver this 
Agreement and to perform the obligations of the 
Shareholder hereunder.  This Agreement constitutes the 
valid and legally binding obligation of the Shareholder, 
enforceable in accordance with its terms and conditions, 
subject to bankruptcy, insolvency, reorganization, 
moratorium and other laws limiting creditors  rights 
generally and to general equitable principles.  The 
Shareholder need not give any notice to, make any filing 
with, or obtain any authorization, consent, or approval 
of any governmental entity in order to consummate the 
transactions contemplated by this Agreement.  The 
Shareholder has taken all action required under Section 
7-111-103 of the Colorado Code to adopt and approve this 
Agreement and the Merger.

SECTION 5.02 Investment;.  
The Shareholder (A) is acquiring Acquiror Common Stock 
solely for its own account for investment purposes, and 
not with a view to the distribution or resale thereof, 
(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 
Prospectus of Acquiror dated May 9, 1996 and Acquiror s 
quarterly report on Form 10-Q for the quarter ended 
September 30, 1996, and has had the opportunity to 
obtain additional information as desired in order to 
evaluate the merits and the risks of an investment in 
Acquiror Common Stock, and (D) agrees to indemnify 
Acquiror and Acquiror Sub against any adverse 

                                                                Page 8  of 22
consequences which shall arise as a result of a sale or 
distribution of such shares by Shareholder in violation 
of the Securities Act and state securities or state Blue 
Sky laws.  Shareholder acknowledges that the shares of 
Acquiror Common Stock being issued pursuant to the 
Merger have not been registered under the Securities Act 
or state securities or state Blue Sky laws and may only 
be transferred in compliance with such laws.

SECTION 5.03  Company 
Shares.;  The Individual Shareholder owns of record and 
owns beneficially 24,500 shares of Company Common Stock, 
free and clear of any mortgages, pledges, liens, 
encumbrances, charges, restrictions on transfer, Taxes, 
security interests, options, warrants, purchase rights, 
contracts, commitments, equities, claims, demands, 
rights of first refusal or first offer, voting 
agreements or other limitations (other than any 
restrictions under the Securities Act and Blue Sky laws 
and restrictions under a Purchase Agreement dated 
July 1, 1994 between the Individual Shareholder and the 
Corporate Shareholder (the  Purchase Agreement )).  The 
Corporate Shareholder holds of record and owns 
beneficially 25,500 shares of Company Common Stock, free 
and clear of any mortgages, pledges, liens, 
encumbrances, charges, restrictions on transfer (other 
than any restrictions under the Securities Act and Blue 
Sky laws and restrictions under the Purchase Agreement), 
Taxes, security interests, options, warrants, purchase 
rights, contracts, commitments, equities, claims, 
demands, rights of first refusal or first offer, voting 
agreements or other limitations.  The Individual 
Shareholder is not a party to any option, warrant, 
purchase right, or other contract or commitment that 
could require the Individual Shareholder to sell, 
transfer, or otherwise dispose of any capital stock of 
the Company (other than this Agreement and the Purchase 
Agreement).  The Corporate Shareholder is not a party to 
any option, warrant, purchase right, or other contract 
or commitment that could require the Corporate 
Shareholder to sell, transfer, or otherwise dispose of 
any capital stock of the Company (other than this 
Agreement and the Purchase Agreement).  Neither of the 
Shareholders is a party to any voting trust, proxy, or 
other agreement or understanding with respect to the 
voting of any capital stock of the Company (other than 
the Purchase Agreement).  The Shareholder acknowledges 
and agrees that neither the shares of Company Common 
Stock that the Shareholder owns nor, to the knowledge of 
the Shareholder, any other outstanding stock of the 
Company, has been issued in violation of any preemptive 
or similar rights.

SECTION 5.04 Share Ownership;.  The Shareholder owns no shares of 
Acquiror Common Stock other than those it will receive pursuant 

                                                                Page 9  of 22
to the Merger.  The Shareholder understands that it is 
the intent of all parties that the Merger constitute a 
reorganization pursuant to Code section 368(a), and has 
no present intent to dispose of Acquiror Common Stock 
received in the Merger.

SECTION 5.05  Brokers;.  No 
broker, finder or investment banker 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 Shareholders.

SECTION 5.06 Disclosure;.  No 
representation or warranty contained in this Article V 
contains or, at the Effective Time, will contain any 
untrue statement of a material fact, or omits or, at the 
Effective Time, will omit to state a material fact 
necessary to make the statements contained herein or 
therein not misleading.

                            ARTICLE VI

                 REPRESENTATIONS AND WARRANTIES
                            OF ACQUIROR

     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 Florida, 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 business conducted by it or the 
ownership or leasing of its properties makes such 
qualification necessary, except where the failure to be 
so qualified will not have, individually or in the 
aggregate with any other failure to be qualified, an 
Acquiror Material Adverse Effect.  On or prior to 
Closing, Acquiror Sub will be a corporation duly 
incorporated, validly existing and in good standing 
under the laws of its state of incorporation.

SECTION 6.02 Capitalization;.  (a) As of the date hereof, the 
authorized capital stock of Acquiror consisted of the 
following:
     (i)     60,000,000 shares of Acquiror Common 
Stock of which:

               (y)     8,013,332 shares were issued and 
outstanding; and

                                                                Page 10 of 22
(z)     1,466,665 shares were reserved for 
future issuance pursuant to Acquiror s 
stock option and incentive plans relating 
to stock options and awards for certain 
officers, employees, consultants and 
directors (the  Acquiror Options ); and

          (ii)     20,000,000 shares of series preferred 
stock, par value $.01 per share of which none 
was issued or outstanding.

     (b)     As of the date of this Agreement, all shares 
of Acquiror Common Stock issued and outstanding are duly 
authorized, validly issued, fully paid and 
non-assessable and not subject to preemptive rights, 
whether created by the Florida Business Corporation Act 
(the  Florida Act ) or otherwise and any shares of 
Acquiror Common Stock issuable in the Merger, when 
issued pursuant to this Agreement, will be duly 
authorized, validly issued, fully paid and non-
assessable and not subject to preemptive rights created 
by the Florida Act or otherwise.

     (c)     As of the Closing, the authorized capital 
stock of Acquiror Sub will consist of 1,000 shares of 
Common Stock, $.01 par value ( Acquiror Sub Common Stock 
) and will be held by Acquiror (or a wholly owned 
Subsidiary) of record and beneficially.  Acquiror Sub 
will be a newly formed wholly owned Subsidiary of 
Acquiror which may be held directly or indirectly by 
Acquiror and which will have no obligations except as 
contemplated by this Agreement.

SECTION 6.03  Authority;. Acquiror has the requisite corporate power 
and authority to execute and deliver this Agreement, to perform its 
obligations hereunder and to consummate the transactions 
contemplated hereby.  The execution and delivery of this 
Agreement by Acquiror and the consummation by Acquiror 
of the transactions contemplated hereby 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 hereby, subject to the 
corporate and shareholder approvals of Acquiror Sub 
(which Acquiror shall cause to be obtained prior to 
Closing).  This Agreement has been duly executed and 
delivered by Acquiror and, assuming the due 
authorization, execution and delivery by the other 
parties hereto, constitutes the 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 6.04  No Conflict, Required Filings 

                                                                Page 11 of 22
and Consents;.  The execution and delivery of this 
Agreement by Acquiror does not, and the performance of 
this Agreement by Acquiror and Acquiror Sub will not, 
(i) conflict with or violate the Articles of 
Incorporation or By-Laws of Acquiror or Acquiror Sub, 
(ii) subject to the filing of the Articles of Merger, 
conflict with or violate any Laws applicable to 
Acquiror, Acquiror Sub or any of Acquiror s Subsidiaries 
or by which any of their respective properties is bound 
or affected, or (iii) subject to the receipt of consents 
from Fleet National Bank pursuant to the Amended and 
Restated Credit Agreement of the Acquiror dated June 5, 
1996, as amended through the date hereof and under the 
Registration Rights Agreement between the Acquiror, 
Greylock Equity Limited Partnership, Carlos A. 
Saladrigas and Jose M. Sanchez dated February 10, 1995, 
as amended through the date hereof, 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 Acquiror 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 6.05  Reports; Financial Statements;.  (a) Since May 9, 
1996, Acquiror and its Subsidiaries have filed all 
forms, reports, statements and other documents required 
to be filed with the Securities and Exchange Commission 
(collectively, the  Acquiror SEC Reports ).  The 
Acquiror SEC Reports, including all such reports filed 
after the date of this Agreement and prior to the 
Effective Time, (i) were or will be prepared in all 
material respects in accordance with the 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, 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 

                                                                Page 12 of 22
Acquiror SEC Reports filed after the date of this 
Agreement and prior to the  Effective Time, (i) have 
been or will be prepared in all material respects in 
accordance with the published rules and regulations of 
the Securities and Exchange Commission (the  SEC ) and 
generally accepted accounting principles ( 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 September 30, 
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 6.06  Absence of Certain Changes or 
Events;.  Since May 9, 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 6.07  Brokers;.  No 
broker, finder or investment banker 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 Acquiror.

                                                                Page 13 of 22
ARTICLE VII
             
                    ADDITIONAL AGREEMENTS

SECTION 7.01  Public Announcements;.  Acquiror, the Company 
and the Shareholders shall consult in good faith with each other 
before issuing any press release or otherwise making any 
public statements with respect to the Merger and neither 
the Company nor any Shareholder shall issue any such 
press release or make any such public statement without 
the prior written approval of the Acquiror.

SECTION 7.02 NMS Listing;.  
Acquiror shall cause those shares of Acquiror Common 
Stock to be issued to the Individual Shareholder in the 
Merger to be listed on the Nasdaq National Market 
System, subject only to official notice of issuance 
thereof.

SECTION 7.03 Survival of 
Representations, Warranties, Covenants and Agreements;.

     (a)     The representations, warranties, covenants and 
agreements of the parties hereto shall survive the 
execution and delivery of this Agreement and the 
Closing; provided, however, that, notwithstanding the 
foregoing, all representations and warranties set forth 
in Article IV, V and VI shall expire on the second 
anniversary of the Effective Time, unless a notice of 
claim of a breach of such representation or warranty 
shall have been given prior to such date; provided, 
further that nothing in this Agreement shall be deemed 
to limit any right or remedy of any party at law or in 
equity for criminal activity or fraud.

     (b)     The Individual Shareholder hereby agrees not 
to make any claim for indemnification against the 
Company by reason of the fact that she was a director, 
officer, employee, or agent of the Company or was 
serving at the request of the Company 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 or Acquiror Sub against the 
Shareholder (whether such action, suit, proceeding, 
complaint, claim, or demand is pursuant to this 
Agreement, applicable law, or otherwise).

SECTION 7.04  Legend;.  Each 
certificate representing shares of Acquiror Common Stock 
issued pursuant to the Merger shall bear a legend 
substantially in the following form:

                                                                Page 14 of 22
The shares represented by this certificate have 
not been registered under the Securities Act of 
1933, as amended, and may not be offered, sold or 
otherwise transferred, pledged or hypothecated 
unless and until such shares are registered under 
such Act or an opinion of counsel satisfactory to 
the Company is obtained to the effect that such 
registration is not required. 

SECTION 7.05 Reasonable Efforts; Further 
Assurances;.  Subject to the terms and conditions of 
this Agreement, each party shall use its best reasonable 
efforts to take, or cause to be taken, all actions and 
to do, or cause to be done, all things necessary, proper 
or advisable consistent with applicable laws and 
regulations to consummate the transactions contemplated 
by this Agreement as promptly as possible.  The parties 
hereto shall do and perform or cause to be done and 
performed all such further actions and things and shall 
execute and deliver all such other agreements, 
certificates, instruments or documents as any other 
party hereby may reasonably request in order to carry 
out the intent and purposes of this Agreement and the 
consummation of the transactions contemplated hereby.

SECTION 7.06 Termination of Purchase 
Agreement;. The Shareholders agree that upon the 
consummation of the transactions contemplated by this 
Agreement, the Purchase Agreement (as defined in Section 
5.03) shall automatically be terminated and shall be of 
no further force or effect as of and after the Closing.  
Subject to the consummation of the Merger, each of the 
Shareholders hereby waives any rights it has or may have 
pursuant to the Purchase Agreement that survived the 
closing of the transactions represented by the Purchase 
Agreement (including but not limited to the right of 
first refusal in Article Four, Section 5 of the Purchase 
Agreement), waives any default under the Purchase 
Agreement that may arise out of the execution of this 
Agreement and hereby waives any further obligations 
under the Purchase Agreement.

SECTION 7.07  Affiliate Agreements; Tax 
Treatment;.  Simultaneously herewith, the Individual 
Shareholder and the Company have executed and delivered 
an agreement in the form attached as Exhibit 7.07 hereto 
(the  Affiliate Agreement ).  The Acquiror shall be 
entitled to issue appropriate stop transfer instructions 
to the transfer agent for Acquiror Common Stock 
consistent with the terms of the Affiliate Agreement.  
Each party shall use its best reasonable efforts to 
cause the Merger to qualify, and shall not take any 
actions which could prevent the Merger from qualifying, 
as a reorganization under the provisions of Section 
368(a) of the Code.

                                                                Page 15 of 22
SECTION 7.08  Update Disclosure; Breaches;.  From and after the 
date of this Agreement until the Effective Time, each 
party shall promptly notify the other party hereto by 
written update 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 Merger and the 
other transactions contemplated by this Agreement not to 
be satisfied, or (ii) the  failure of the Company, 
Acquiror or Acquiror Sub, as the case may be, 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 
Merger and the other transactions contemplated by this 
Agreement not to be satisfied.  In addition, the Company 
and the Shareholders shall notify Acquiror in writing of 
(i) such additional information with respect to any 
matters or events discovered subsequent to the date 
hereof and prior to the Effective Time, which if 
existing and known on the date hereof would have 
rendered any representation or warranty made by the 
other party, or any information contained in any Exhibit 
hereto, then inaccurate or incomplete and (ii) any 
development after the date hereof and prior to the 
Effective Time causing a breach of any representation or 
warranty in Article IV or V above.  Unless the Acquiror 
elects to terminate this Agreement pursuant to Section 
9.01 below within the period of 10 business days 
following such notice, the written notice pursuant to 
this Section will be deemed to have qualified the 
relevant provision of Article IV or V, and to have cured 
any misrepresentation or breach of warranty that 
otherwise might have existed hereunder.  Receipt of such 
information by the other parties hereto shall not 
operate as a waiver of the non-disclosing party s right 
to terminate this Agreement as provided herein.

                        ARTICLE VIII

                     CLOSING CONDITIONS

SECTION 8.01  Conditions to 
Obligations of Each Party Under This Agreement;.

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

          (i)     The consummation of the merger 
contemplated by the Merger Agreement by and 
among Staff Administrators, Inc., its 

                                                                Page 16 of 22
shareholders and the Acquiror, entered into as 
of December 24, 1996 (the  SAI Merger 
Agreement ) shall have occurred.

     (b)     Subject to waiver as set forth in Section 
10.03, the respective obligations of the Company and the 
Shareholders to effect the Merger and the other 
transactions contemplated by this Agreement shall be 
subject to the satisfaction at or prior to the Effective 
Time of the following conditions:

          (i)     Each of the representations and 
warranties of Acquiror contained in this 
Agreement shall be true and correct in all 
material respects as of the Effective Time, as 
though made on and as of the Effective Time; 
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.

          (ii)     A registration agreement in the form 
attached as Exhibit 2.04 hereto shall have 
been executed by the Acquiror.

     (c)     Subject to waiver as set forth in Section 
10.03, the obligations of the Acquiror to effect the 
Merger and the other transactions contemplated by this 
Agreement shall be subject to the satisfaction at or 
prior to the Effective Time of the following conditions:

          (i)     All amounts owed by the Company to any 
one or more of the Shareholders shall have 
been satisfied and the obligation be no longer 
outstanding.

          (ii)     Each of the representations and 
warranties of the Company and the Shareholders 
contained in this Agreement shall be true and 
correct in all material respects as of the 
Effective Time, as though made on and as of 
the Effective Time; 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. 

          (iii)     Any accounts receivable of the 
Company owed by either of the Shareholders 
shall have been paid in full.

          (iv)     A registration agreement in the form 
attached as Exhibit 2.04 hereto shall have 
been executed by the Individual Shareholder.

                                                                Page 17 of 22
ARTICLE IX

TERMINATION, AMENDMENT

SECTION 9.01 Termination;.  
This Agreement may be terminated at any time prior to 
the Effective Time:

     (a)     by mutual consent of the parties hereto;

     (b)     (i)     by Acquiror, if there has been a breach 
by the Company or the Shareholders of any of their 
respective covenants or agreements contained in  this 
Agreement or if any of the representations and 
warranties of the Company or the Shareholders shall have 
become untrue; 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;

     (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 Merger shall have become final and 
nonappealable; or

     (d)     by either Acquiror or the Company if the 
Merger shall not have been consummated before January 
31, 1996.

SSECTION 9.02 
Effect of Termination;.  In the event of the termination 
of this Agreement pursuant to Section 9.01, this 
Agreement shall forthwith become void, and there shall 
be no liability under this Agreement on the part of 
Acquiror or the Company or any of their respective 
stockholders, officers or directors and all rights and 
obligations of each party hereto shall cease, except as 
provided in Section 9.03-Fees and Expenses.

SECTION 9.03  Fees 
and Expenses;.  (a)  All Expenses (as defined below) 
incurred by the parties shall be borne solely and 
entirely by the party which has incurred the same.  This 
Section 9.03 shall not be construed to modify or 
contravene Section 10.03 of the SAI Merger Agreement.

     (b)      Expenses  as used in this Agreement shall 
include all reasonable out-of-pocket expenses (including 
without limitation, all fees and expenses of counsel, 

                                                                Page 18 of 22
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.

                          ARTICLE X

                     GENERAL PROVISIONS

SECTION 10.01  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 22134
                         Telecopier no.: (305) 460-2396
                         Attention: General Counsel

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

     If to the Company:  Staff Administrators of Western 
                          Colorado, Inc.
                         2912 North Avenue, Suite 4
                         Grand Junction, Colorado 81504
                         Telecopier No.: (970) 242-4679
                         Attention: President
                              
     With a copy to:     Minor & Brown, P.C.
                         650 South Cherry Street
                         Cherry Creek Plaza, Suite 1100
                         Denver, CO 80222
                         Telecopier No.: (303) 320-6330
                         Attention:  Ned Minor, Esq.

                                                                Page 19 of 22
If to the Corporate
     Shareholder:        Staff Administrators, Inc.
                         12075 E. 45th Avenue, 
                         Vista Suite
                         Denver, CO 80237-2843
                         Telecopier No.: (303) 371-8970
                         Attention:  Robert J. Quinette
                              
     With a copy to:     Minor & Brown, P.C.
                         650 South Cherry Street
                         Cherry Creek Plaza, Suite 1100
                         Denver, CO 80222
                         Telecopier No.: (303) 320-6330
                         Attention:  Ned Minor, Esq.
     If to the Individual          
     Shareholder:        Kris A. Smith
                         1120 23 Road
                         Grand Junction, Colorado 81505

     With a copy to:     Thomas Volkman, Esq.
                         655 North 12th Street
                         Grand Junction, Colorado 81501

SECTION 10.02 Amendment;.  
Subject to applicable provisions of the Colorado Code or 
the Florida Act, this Agreement may be amended by the 
parties by action taken by or on behalf of their 
respective Boards of Directors at any time prior to the 
Effective Time.  This Agreement may not be amended 
except by an instrument in writing signed by the 
parties.

SECTION 10.03 Waiver;.  At any 
time prior to the Effective Time, 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 for the benefit of the waiving party 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 only if set forth in 
an instrument in writing signed by the party or parties 
to be bound thereby.

SECTION 10.04 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.

                                                                Page 20 of 22
SECTION 10.05 
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 10.06 Entire 
Agreement;.  This Agreement (together with any exhibits 
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 10.07 Assignment;.  
This Agreement shall not be assigned without the written 
consent of the other parties hereto.

SECTION 10.08 
Parties in Interest;.  This Agreement shall be binding 
upon and inure solely to the benefit of each party and 
to that party s permitted successors, assigns, heirs and 
personal representatives, 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 10.09 Governing 
Law;.  This Agreement shall be 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 10.10  Counterparts; Facsimile 
Signatures;.  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.  
The parties hereby acknowledge and agree that facsimile 
signatures of this Agreement and any Exhibit hereto 
shall have the same force and effect as original 
signatures.

                                                                Page 21 of 22
SECTION 10.11 Attorneys  
Fees;.  If any party shall commence any action or 
proceeding against another party in order to enforce the 
provisions hereof, or to recover damages as the result 
of the alleged breach of any of the provisions hereof, 
the prevailing party therein shall be entitled to 
recover all reasonable costs incurred in connection 
therewith, including, but not limited to, reasonable 
attorneys  fees and expenses.

[Remainder of this page left intentionally blank]

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

THE VINCAM GROUP, INC.

By: /s/ CARLOS A. SALADRIGAS
Name:CARLOS A. SALADRIGAS
Title:PRESIDENT

STAFF ADMINISTRATORS OF WESTERN COLORADO, INC.

By: /s/ KRIS A. SMITH
Name:KRIS A. SMITH
Title:PRESIDENT

SHAREHOLDERS

/s/ KRIS A. SMITH
Kris A. Smith

STAFF ADMINISTRATORS, INC.

By:/s/ ROBERT J. QUINETTE
Name:ROBERT J. QUINETTE
Title:PRESIDENT/CEO

                                                                Page 22 of 22
Exhibit 10

                        AGREEMENT AND AMENDMENT NO.1 TO 
                      AMENDED AND RESTATED CREDIT AGREEMENT

     AGREEMENT AND AMENDMENT NO.1 TO AMENDED AND RESTATED CREDIT AGREEMENT 
("this Amendment"), dated as of December 31, 1996, by and among THE VINCAM 
GROUP, INC., a Florida Corporation (the "Company"), the Subsidiaries of the 
Company whose names appear on the signature page hereof, all of which are 
Florida corporations (together with the Company, collectively, the "Borrowers") 
and FLEET NATIONAL BANK, a national banking association (the "BANK").

     WHEREAS, the parties hereto desire to amend, on the terms set forth herein,
the Amended and Restated Revolving Credit Agreement, dated as of June 5,1 996 
(the "Credit Agreement"), among the Borrowers and the Bank (capitalized terms 
used but not defined herein shall have the meanings assigned to such terms in 
the Credit Agreement).

     WHEREAS, in consideration of the amendments to the credit Agreement set 
forth herein, the Bank is willing to terminate the Cash Collateral Pledge 
Agreement and discharge and release its security interest in the collateral 
pledged to the Bank pursuant thereto.

     NOW, THEREFORE, in consideration of these premises, and the mutual 
covenants and agreements contained herein, the parties hereto agree as 
follows:

     1.  Amendments to Credit Agreement.

         1.1  Amendments to Section 1.1.
 
         (a)  The definition of "Cash Collateral Pledge Agreement" set 
forth in Section 1.1 of the Credit Agreement is hereby deleted in its entirety.

         (b)  The following definition is hereby inserted in Section 1.1 of 
the Credit Agreement, immediately following the definition of "Letter of 
Credit":

         "Letter of Credit Sublimit" shall have the meaning specified in 
     Section 2.1.

         (c)  The following definition is hereby inserted in Section 1.1 of 
the Credit Agreement, immediately following the definition of "Regulatory 
Change":

         "Required LOC" shall have the meaning specified in Section 5.1.

         (d)  The definition of "Revolver Maturity Date" set forth in 
Section 1.1 of the Credit Agreement is hereby amended and restated to read 
in its entirety as follows:

         "Revolver Maturity Date" shall mean December 31, 1997.

         (e)  The definition of "Security Instruments" set forth in 
Section 1.1 of the Credit Agreement is hereby amended and restated in its 
entirety to read as follows:

         "Security Instruments" shall mean, collectively, the Security

                                                                Page 1  of 4
Agreement, the Stock Pledge Agreements and each other instrument or 
     agreement that purports to secure the obligations of the Borrowers to 
     the Bank.

         1.2  Amendment of Section 2.1.  Section 2.1 of the Credit Agreement is 
hereby amended and restated in its entirety as follows:

         2.1  "Amount".  Upon the terms and subject to conditions set forth 
     herein, and in reliance upon the representations, warranties and covenants 
     of the Borrowers herein, the Bank agrees to make loans (each a "Revolving 
     Credit Loan" and collectively the "Revolving Credit Loans") to the 
     Borrowers and to issue Letters of Credit for the account of the Borrowers 
     at the Borrowers' request from time to time from and after the Closing Date
     and prior to the Revolver Maturity Date in aggregate principal amount not 
     to exceed at any one time outstanding the sum of $8,000,000 (the "Revolving
     Credit Commitment"), as the same may be reduced or terminated pursuant to 
     the provisions hereof, provided that the sum of all outstanding Revolving 
     Credit Loans and Letter of Credit Usage shall not at any time exceed the 
     Revolving Credit Commitment, provided, further that the aggregate 
     principal amount of outstanding Revolving Credit Loans shall not at any 
     time exceed the lesser of (i) $2,000,000 (the "Revolving Loan Sublimit") 
     or (ii) the Borrowing Base, and provided, further that the Letter of 
     Credit Usage shall not at any time exceed $6,000,000 foregoing limits and 
     subject to the terms and conditions hereof, the Borrowers may request 
     Letters of Credit and may borrow, repay and reborrow Revolving Credit 
     Loans at any time or from time to time until the Revolver Maturity Date 
     or the earlier termination of the Revolving Credit Commitment.

          1.3  Amendment to Section 2.4.  Section 2.4 of the Credit Agreement 
is amended by deleting the word "and" immediately prior to clause (f) thereof 
and inserting the following immediately after the last word thereof:

     ; and (g) both before the issuance of the requested Letter of Credit and 
       after giving effect to the issuance thereof Letter of Credit Usage 
       shall not exceed the Letter of Credit Sublimit.

          1.4  Amendment of Section 5.1.  Section 5.1 of the Credit Agreement 
is hereby amended by amending and restating subsection (b) thereof to read as 
follows:

          (b)  In order to secure the payment and performance of the Borrowers'
     Obligation, the Borrowers agree to cause a financial institution 
     satisfactory to the Bank to issue a standby letter of credit in the 
     face amount of not less than $4,100,959, in form and substance 
     satisfactory to the Bank ( the "Required LOC") and to maintain the 
     Required LOC so long as any Obligations are outstanding and until the 
     Bank's Commitment shall have terminated.

          1.5  Amendment of Section 6.1. Section 6.1 of the Credit Agreement 
is hereby amended by inserting the following immediately after the last 
sentence of subsection (a) thereof:

     The Bank shall have received the Required LOC.

                                                                Page 2  of 4
1.6  Amendment to Section 10.5.  Section 10.5 of the Credit Agreement 
is hereby amended and restated to read in its entirety as follows:

          10.5  Capital Expenditures.  The Borrowers and their subsidiaries 
     shall not make aggregate Capital Expenditures in excess of 
     (i) $1,500,000 during fiscal year ending December 31, 1996, 
     (ii) $2,000,000 during fiscal year ending December 31, 1997, 
     and (iii) $2,500,000 during any fiscal year thereafter.

     2.  Termination of Cash Collateral Pledge Agreement.  The Cash Collateral 
Pledge Agreement is hereby terminated and the Bank releases its security 
interest in the Collateral under and as defined in the Cash Collateral Pledge 
Agreement.

     3.  Representations and warranties.  The Borrowers hereby represent and 
warrant to the Bank as follows:

         3.1  Representations in loan Documents.  Each of the representations 
and warranties made by or on behalf of the Borrowers in any of the Loan 
Documents was true and correct when made and is true and correct on and as of 
the date of this Amendment, except to the extent that any such representation or
warranty relates by its express terms solely to a prior date.

         3.2  No Defaults.  After giving effect to the amendments to the Credit 
Agreement effectuated by this Amendment, no Default or Event of Default exists.

         3.3  Corporate Authority and Enforceability.  This Amendment has been 
duly executed and delivered by the Borrowers and is in full force and effect 
as of the date hereof, and constitutes the valid and biding obligation of the 
Borrowers enforceable against the Borrowers in accordance with its terms.

     4.  No Other Amendments.  Except as specifically provided herein, the terms
and provisions of the Credit Agreement shall be and remain unaltered and in full
force and effect.

     5.  Miscellaneous.  This Amendment shall be governed by and constructed in 
accordance with the laws of The Commonwealth of Massachusetts (without regard to
conflicts of laws principles). This Amendment may be executed in several 
counterparts and by each party on a separate counterpart, each of which when 
so executed and delivered shall be an original, but all of which together shall 
constitute one instrument.

                                                                Page 3  of 4
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be 
executed under seals as of the date first set forth above.

                                          THE VINCAM GROUP, INC.

                                          BY:/s/ CARLOS A. SALADRIGAS
                                             ------------------------------
                                             Name:  Carlos A. Saladrigas
                                             Title: Chairman, President and 
                                                    Chief Financial Officer

                                          VINCAM HUMAN RESOURCES, INC.
                                          VINCAM HUMAN RESOURCES, INC. I
                                          VINCAM HUMAN RESOURCES, INC. II
                                          VINCAM HUMAN RESOURCES, INC. III
                                          VINCAM HUMAN RESOURCES, INC. IV
                                          VINCAM HUMAN RESOURCES, INC. V
                                          VINCAM HUMAN RESOURCES, INC. VI
                                          VINCAM HUMAN RESOURCES, INC. XII
                                          VINCAM HUMAN RESOURCES OF 
                                              MICHIGAN, INC.
                                          VINCAM OCCUPATIONAL HEALTH
                                              SYSTEMS, INC.
                                          PERSONNEL RESOURCES, INC.
                                          VINCAM INSURANCE SERVICES, INC.
                                          VINCAM PRACTICE MANAGEMENT, INC.
                                          AMERICAN PEDIATRIC SYSTEMS, INC.
                                          PSYCH/CARE, INC.

                                          BY:/s/ CARLOS A. SALADRIGAS
                                             ------------------------------
                                             Name:  Carlos A. Saladrigas
                                             Title: President

                                          FLEET NATIONAL BANK

                                          BY:/s/ GINGER C. STOLZENTHALER
                                             ------------------------------
                                             Name:  Ginger C. Stolzenthaler
                                             Title: Vice President

                                                                Page 4  of 4