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): June 30, 1997



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


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


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

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

                                 Not applicable
-------------------------------------------------------------------------------
(Former  name,  former  address,  and former  fiscal year, if changed since last
report)



                                       1

<PAGE>


ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

     The Vincam Group,  Inc.  (the  "Company")  announced  that it has acquired,
through a merger  transaction,  Amstaff,  Inc.  ("Amstaff"),  a  privately  held
Professional  Employer Organization ("PEO") headquartered in Novi, Michigan with
approximately   220  clients  and  4,000   worksite   employees   (the  "Amstaff
Acquisition"). Vincam issued approximately 365,000 shares of its common stock in
the transaction which will be accounted for as a pooling of interests.

     Amstaff  reported  revenues of $20.9  million  through the first quarter of
1997, and expects an operating loss for the first six months of the year.

     Statements  in this Form 8-K  relating to matters  that are not  historical
facts are forward-looking  statements.  Such forward-looking  statements involve
known and unknown risks,  uncertainties  and other factors,  which may cause the
actual results,  performances  or achievements of The Vincam Group,  Inc., 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,  but are not limited,  to 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  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) the level of acquisition
opportunities  available to the Company and the Company's ability to efficiently
price and negotiate such  acquisitions on a favorable basis;  (vi) the financial
condition of the Company's  clients;  (vii) additional  regulatory  requirements
affecting the Company;  (viii) the impact of  competition  from existing and new
professional employer organizations;  (ix) the failure to properly manage growth
and successfully  integrate  acquired  companies and operations,  and to achieve
synergies and other cost savings in the  operation of acquired  companies and to
achieve  synergies  and other cost  savings in the  operations  of the  acquired
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 AND EXHIBITS

         (a)  Financial Statements of Businesses Acquired.

     Pursuant to the rules and  regulations  promulgated  by the  Securities and
Exchange  Commission,  no financial  statements  of Amstaff need be filed as the
Item 2 disclosure  above is provided only because the aggregate  market value of
the shares issued in the  Amstaff   Acquisition   exceeds  20%  of the Company's
total assets at December 31, 1996.

         (b)   Pro Forma Financial Information.

         Not required. See Item 7(a) above.

         (c)   Exhibits.

Exhibit No.     Description
 
     2          Agreement   and  Plan of Merger by and Among The  Vincam  Group,
                Inc., Amstaff, Inc. and Gregory J. Packer and Gregory J. Packer,
                as Trustee, dated as of June 30, 1997.*

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

                                        2
<PAGE>


     Pursuant  to the  requirements  of  Section  13 or 15(d) 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, as of the 3rd of July,
1997.

                                        THE VINCAM GROUP, INC.


July 3, 1997                         By:/s/ STEPHEN L. WAECHTER            
----------------                        ---------------------------------------
Date                                    Stephen L. Waechter, Chief Financial 
                                        Officer, Senior Vice President Finance
                                        and Administration (Principal
                                        Financial Officer)






                                       3
<PAGE>


                                  Exhibit Index


Exhibit No.     Description
-----------     ------------
     2          Agreement   and  Plan of Merger by and Among The  Vincam  Group,
                Inc., Amstaff, Inc. and Gregory J. Packer and Gregory J. Packer,
                as Trustee, dated as of June 30, 1997.



<PAGE>


                       AGREEMENT AND PLAN OF MERGER


     This  Agreement  and  Plan of  Merger,  dated  as of June  30,  1997  (this
"Agreement"),  is by and among The Vincam  Group,  Inc.,  a Florida  corporation
("Acquiror"),  Amstaff, Inc., a Michigan corporation (the "Company"), Gregory J.
Packer (the  "Shareholder")  and Gregory J. Packer,  as Trustee of the Revocable
Living Trust of Gregory John Packer under  agreement  dated February 7, 1990, as
amended and restated (the  "Trust").  For purposes of this  Agreement,  the term
"Shareholder"  shall include Gregory J. Packer in his individual capacity and as
trustee of the Trust.

                                    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 per share, of
the Company  ("Company Common Stock") issued and outstanding prior to the Merger
will be converted into shares of common stock, $.001 par value per share, 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, the Company and
the Shareholder 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  Michigan  Business
Corporation Act (the "Michigan  Act"), 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  articles  of merger  (the
"Articles  of Merger")  with the  Secretary of State of Michigan in such form as
required by, and executed in  accordance  with,  the relevant  provisions of the
Michigan Act (the  effective  date and time of such filing 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 Michigan Act.
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 reasonable best efforts to
take all such action as may be necessary or appropriate to effectuate the Merger
under  the  Michigan  Act 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.

     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. 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)),  shall be
converted, without any action on the part of the holders thereof into 365 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)) 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 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 2.01(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.,  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. The fees and expenses of the Escrow Agent shall be borne
by Acquiror.

     (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. Of the shares otherwise
issuable to the holders of Outstanding  Company  Shares,  an aggregate of 50,000
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 Shareholder shall also constitute
his approval of the terms and provisions of the Escrow Agreement,  including the
indemnification  provided for therein and his 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  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  and  delivered as provided  herein 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 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  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 share 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 Shareholder 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  "Adverse  Consequences"  means all actions,  suits,  proceedings,
hearings,  investigations,  charges, complaints,  claims, demands,  injunctions,
judgments,  orders, decrees,  rulings,  damages, dues, penalties,  fines, costs,
amounts paid in settlement,  liabilities,  obligations,  Taxes,  liens,  losses,
expenses and fees,  including  court costs and  reasonable  attorneys'  fees and
expenses.

     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 negative  financial  impact of at least $50,000.
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 and its  Subsidiaries) 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, 25% 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 SHAREHOLDER

     The Company and the  Shareholder  each jointly and severally  represent and
warrant  to  Acquiror  that,  except  as  disclosed  in the  Company  Disclosure
Schedule,  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).

     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  and
qualification, 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  and each of the  Company's  Subsidiaries,  as amended or
restated,  and as  currently  in  effect.  Neither  the  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 50,000 shares of Company  Common Stock,  of which 1,000 are
issued  and  outstanding.  The  Company  has no  other  classes  of  stock.  The
authorized,  issued  and  outstanding  capital  stock  of each of the  Company's
Subsidiaries  is set forth in Section 4.01 of the Company  Disclosure  Schedule.
The holders of the issued and outstanding capital stock of each of the Company's
Subsidiaries,  and the number of shares of such capital  stock held by each such
holder, are set forth in Section 4.01 of the Company Disclosure  Schedule.  None
of the  Company's  Subsidiaries  has any  other  class  of  stock  which  is not
described in Section 4.01 of the Company Disclosure  Schedule.  At no time since
January 1, 1994 has the Company been controlled by another corporation.

     (b) All  outstanding  shares of Company  Common  Stock and all  outstanding
shares  of the  capital  stock of each of the  Company's  Subsidiaries  are duly
authorized, validly issued, fully paid and non-assessable. No outstanding shares
of Common Stock of the Company and each of the Company's  Subsidiaries have been
issued in violation of, or are currently  subject to, any  preemptive or similar
rights.  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  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 Shareholder pursuant to the applicable  requirements of the Michigan Act.
The   Shareholder  has  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, 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  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 the 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
Shareholder,  threatened.  All of the  Company  Permits are set forth in Section
4.06 of the Company Disclosure  Schedule.  The Company, its Subsidiaries and the
Shareholder  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  Shareholder,  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, the Americans with Disabilities Act, 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
Shareholder,  any or  their  respective  clients,  has  received  notice  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) Except as set forth in
Section  4.07(a)  of the  Company  Disclosure  Schedule,  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  combined balance sheets of the Company for the years ended
December 31, 1996  and  December 31, 1995 and the combined 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, 1996,  including any notes thereto
(the "Company Financial Statements"), all of which have been audited by Plante &
Moran, LLP, certified public accountants, are attached as Section 4.07(b) of the
Company  Disclosure  Schedule.  Subject to adjustment to reflect the deletion of
Amstaff ASMK, LLC as one of the entities whose financial  statements is combined
in the Company Financial Statements,  the Company Financial Statements, (x) 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 (y) present  fairly,  in all  material  respects,  the  financial
position  of the  Company  and its  Subsidiaries  on a combined  basis as of the
respective  dates  thereof and their results of operation and cash flows for the
periods indicated.

     (c) The unaudited combined balance sheet and combined statements of income,
changes in  stockholders'  equity and cash flows of the  Company for the quarter
ended March 31,  1997 and for each of the months of April and May 1997  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 and its Subsidiaries on
a combined basis as of March 31, 1997, April 30, 1997 and May 31, 1997 and their
results of  operations  and cash flows for the quarter  ended March 31, 1997 and
for each of the months of April and May 1997.

     (d) Except as and to the  extent  reflected  or  reserved  in the  combined
balance sheet of the Company as of May 31, 1997  attached as Section  4.07(c) of
the Company Disclosure  Schedule (the "Interim Balance Sheet"),  the Company and
its  Subsidiaries  do 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 combined balance sheet of the Company
and its  Subsidiaries,  prepared in accordance  with GAAP  consistent  with past
practice,  except for liabilities or obligations incurred in the ordinary course
of business since May 31, 1997.

     (e)  Subject to the  adjustment  contemplated  in Section  4.07(b)(i),  the
reserves  for  workers'  compensation  and health  care costs  reflected  on the
audited combined balance sheets included in the Company Financial Statements and
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.

     (f) Plante & Moran,  LLP,  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 in
Section 4.08 of the Company Disclosure Schedule, since December 31, 1996:

     (a) there has not been any change or development which has caused, or which
the Company or the  Shareholder  have a reasonable  basis to believe  reasonably
likely to cause, a Company Material Adverse Effect;

     (b)  neither  the  Company  nor  any  of  its  Subsidiaries  has  increased
compensation  to  officers,  the key  employees  listed in  Section  4.08 of the
Company  Disclosure  Schedule or  consultants  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,  contracts,
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,  contracts,
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;  (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 Shareholder has reason to
believe would require  Company or any Subsidiary to provide  services at a loss;
and

     (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  Shareholder's
knowledge,  threatened.  To the  knowledge  of the Company and the  Shareholder,
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.

     (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 Shareholder,
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  Shareholder,  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;

     (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;

     (xi) which  evidences  a buy-sell  arrangement  between  the  Company,  the
Shareholder  or any  Subsidiary  with any  shareholder  of any  Subsidiary  (the
"Buy-Sell Agreements");

     (xii) which evidences an automobile lease; or

     (xiii) 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, enforceable in accordance with
its terms,  subject to bankruptcy,  insolvency,  reorganization,  moratorium and
other  laws  limiting  creditors'  rights  generally  and to  general  equitable
principles and matters of public  policy,  and there is no default (or any event
known to the  Company  or the  Shareholder  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 and binding  agreement or the
enforceability  thereof. 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 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  from
June 30, 1994 through the Closing.

     (d) There are no outstanding  powers of attorney  executed on behalf of the
Company or any of its  Subsidiaries,  except as set forth in Section  4.10(d) of
the Company Disclosure Schedule.

     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 or any of its Subsidiaries 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 the  three  most  recent  Form  5500,
including financial statements where applicable.

     (b) The Company,  its  Subsidiaries  and their  respective ERISA Affiliates
and,  to their  knowledge,  any  "administrator(s)"  (as  described  in  Section
3(16)(A) of ERISA) of the Employee  Benefit  Plans have complied in all material
respects with such Plan's terms and with the applicable  requirements  of ERISA,
the Code and all other  statutes,  orders,  rules or  regulations,  specifically
including the reporting and  disclosure  requirements  of Part 1 of Title 1, and
Title IV, of ERISA and the Code, in a timely and accurate  manner,  such that no
penalties  that may have a  Company  Material  Adverse  Effect  have been or are
reasonably  expected to be imposed on the Company and no material  penalties may
be imposed on Acquiror  under ERISA,  the Code or otherwise  with respect to the
Employee Benefit Plans or any related trusts.

     (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 each of the  Employee  Benefit
Plans that is subject to ERISA, is and has at all times been in compliance (both
in form and operation) with ERISA,  the Code and all other applicable laws; each
of the Employee  Benefit Plans intended to be "qualified"  within the meaning of
Section  401(a) of the Code is so  qualified  and  pursuant  to a request  which
accurately   described  such  plan  and  the  Company's  and  its  Subsidiaries'
businesses  in all material  respects,  has  received a favorable  determination
letter  ruling  that  the plan  complies  with the Tax  Reform  Act of 1986,  as
amended,  and has been  administered and operated in accordance with all laws so
as to maintain such  qualification;  no Employee Benefit Plan has an accumulated
or waived  funding  deficiency  within the  meaning of Section  412 of the Code;
neither  the  Company,  any of its  Subsidiaries,  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.  All  contributions,  premium
payments or other amounts  payable by the Company or any of its  Subsidiaries or
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.

     (v) Except as set forth in Section 4.11 of the Company Disclosure Schedule,
each  Employee  Benefit Plan may be amended or  terminated  in  accordance  with
applicable law on or at any time after the Effective Time.

     (f)  Except as set  forth in  Section  4.11(f)  of the  Company  Disclosure
Schedule, none of the Company, its Subsidiaries or their respective clients is a
party to any collective  bargaining or other labor union contract.  There are no
union  organization  attempts  underway  with  respect to any  employees  of the
Company, any of its Subsidiaries or any of their respective clients. There is no
pending or, to the  knowledge  of the Company  and the  Shareholder,  threatened
labor  dispute,  strike  or  work  stoppage  involving  such  employees.  To the
knowledge of the Company and the Shareholder, 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 except as set forth in
Section 4.11(f) of the Company Disclosure  Schedule,  there is no pending or, to
the knowledge of the Company and the Shareholder, 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  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 not constituted  solely of the
Company and its  Subsidiaries,  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;

     (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 timely 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) the Company 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 ending December 31, 1996.

     (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, 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
or any of its  Subsidiaries  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
reasonable  precautions to maintain and protect the intellectual  property which
it owns or  otherwise  has the  right to use.  Except  for "off the  shelf"  and
"shrink wrap licensed" software, 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  by  the  Company  or any of its
Subsidiaries been received with respect thereto.

     SECTION 4.14 Insurance.  Section 4.14 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 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.  The Company and each of its  Subsidiaries  has been covered  during the
past three years by insurance in scope and amount which, to the knowledge of the
Company and its Subsidiaries,  is customary and reasonable for the activities in
which it has engaged and the assets it has owned during this three year period.

     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, any of its Subsidiaries or the Shareholder.

     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 one of its  Subsidiaries  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  Shareholder,  neither the
Company nor any of its Subsidiaries is in default under, and to the knowledge of
the Company and the  Shareholder 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 its Subsidiary's default under any of such leases.

     (c) There  are no  pending  or, to the  knowledge  of the  Company  and the
Shareholder,  threatened condemnation  proceedings,  lawsuits, or administrative
actions relating to the Leased Real Property.

     (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  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 Shareholder, 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,  except as set forth in Section 4.16(e) of the Company
Disclosure Schedule.
 
     (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  Shareholder,
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  Shareholder,  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  (except  as set forth in  Section  4.16(j)  of the  Company
Disclosure  Schedule).  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.

     (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  Shareholder,
common  law  rights of setoff or  counterclaim;  and (iii) are  current  and the
Company and the  Shareholder  have no  reasonable  basis to believe they are not
collectible,  subject only to the reserve for bad debts set forth on the face of
the  Interim  Balance  Sheet,  as adjusted  for the passage of time  through the
Closing in accordance with past custom and practice.

     SECTION 4.18 Tax Payment and Direct  Deposit  Service.  (a) For all persons
who use or have used the  Company's  and any of its  Subsidiaries'  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 and any of its
Subsidiaries  as of the date of this Agreement is equal to the amount due to the
Company's and such Subsidiaries' 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, to the knowledge of the Shareholder, the Company or
any of its  Subsidiaries  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  Employee  Transfers.  All  transfers of employees  between or
among  the  Company  and any  Subsidiary  and/or  Corteville  Company  have been
effected in compliance  with all applicable  laws,  including all relevant state
unemployment and workers'  compensation  laws, and no such transfer will subject
the Company or any Subsidiary to any Adverse Consequences.

     SECTION 4.21  Expenses.  Except as set forth in Section 4.21 of the Company
Disclosure Schedule,  none of the Company or any of its Subsidiaries has or will
pay any Expenses (as such term is defined in Section 10.03 hereof) which are not
reasonably  related to the  Company's  or a  Subsidiary's  participation  in the
transactions contemplated by this Agreement.

     SECTION 4.22 Disclosure.  No representation  or warranty  contained in this
Article IV, as qualified by the Company Disclosure Schedule,  or in any Schedule
or Exhibit  hereto or any closing  certificate  furnished  or to be furnished by
either the Company or the 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.

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES
                               OF THE SHAREHOLDER

     The  Shareholder  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 the applicable  requirements of the Michigan Act
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  applicable  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 or its assets is subject.

     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  Acquiror's
annual  report on Form 10-K for the fiscal year ended  December  31,  1996,  its
Proxy  Statement for its 1997 Annual Meeting of  Shareholders  and its quarterly
report on Form 10-Q for the quarterly  period ended March 31, 1997,  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 may be suffered by Acquiror or Acquiror Sub and which 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 ("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 Blue
Sky Laws and may only be transferred in compliance with such laws.

     SECTION 5.04 Company Shares.  The Trust owns of record, and the Shareholder
owns  beneficially,  1,000 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.  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,  other  than  the  Trust.  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 he will  receive  pursuant  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  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) 8,591,109 shares were issued and outstanding; and

     (z)  1,509,999  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.  Assuming the accuracy of the  Shareholder's  representations  set
forth in Section  5.03 hereof,  the  Acquiror  Common Stock issued in the Merger
will be issued pursuant to exemptions from registration under the Securities Act
and the  blue sky laws of  Florida  and  Michigan  and  will  not be  issued  in
violation of any agreement affecting the terms of such issuance.

     (c) As of the Closing,  the  authorized  capital stock of Acquiror Sub will
consist of 1,000  shares of Common  Stock,  no 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 and the  Agreements  referred to
herein, 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  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 the lenders  under the Credit  Agreement
of the Acquiror  dated as of April 24, 1997, 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,  individually or in the
aggregate, 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  applicable  rules and  regulations  of the  Securities and
Exchange Commission (the "SEC"), applicable law and GAAP applied on a consistent
basis  throughout  the periods  involved  (except (w) to the extent  required by
changes in GAAP or (x) 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 (y)
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 (z) 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 May 31, 1997,  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 applicable 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 December 31, 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 or any Affiliate of Acquiror.

     SECTION 6.08 Litigation.  Except as disclosed in the Company's SEC Reports,
there   are  no   claims,   suits,   actions,   labor   organizing   activities,
investigations, arbitrations or administrative proceedings pending or threatened
against  Acquiror or its  affiliates  which  would be  required to be  disclosed
therein or which would preclude or unduly impede the  consummation of the Merger
as  contemplated  herein or  prohibit  any  business  practice or the conduct of
business in any area where now  conducted or proposed to be conducted  following
the Merger.

                                   ARTICLE VII

                    COVENANTS RELATING TO CONDUCT OF BUSINESS

     SECTION  7.01  Affirmative  Covenants of the  Company.  The Company  hereby
covenants  and  agrees  that,  prior to the  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  reasonable   best  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 reasonable best 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

     (e) use reasonable best efforts to cause the Stock Purchase  Agreements (as
hereinafter  defined) to be fully and duly  authorized and executed and will use
best reasonable  efforts to cause the  transactions  contemplated  thereby to be
consummated.

     The  Shareholder  agrees and  covenants to cause the Company to comply with
its covenants and agreements set forth in this Section 7.01.

     SECTION  7.02  Negative  Covenants  of the  Company.  Except  as  expressly
contemplated by this Agreement or otherwise consented to in writing by Acquiror,
which  consent  shall  not be  unreasonably  withheld,  from  the  date  of this
Agreement  until the Effective  Time, the Company shall not, and the Shareholder
shall not (whether in his capacity as shareholder or director 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;

     (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 Shareholder and the Company shall use their reasonable
best 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;

     (j) incur any obligation for borrowed money or purchase money indebtedness,
whether or not evidenced by a note, bond, debenture or similar instrument, other
than trade payables incurred in the ordinary course of business  consistent with
past practice;

     (k) fail to use  commercially  reasonable  efforts  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 $300,000; and

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

     SECTION  7.03  Access  and  Information.  Subject  to  the  Confidentiality
Agreement  dated March 12,  1997,  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 and its Subsidiaries as Acquiror
may reasonably request.

                                  ARTICLE VIII

                              ADDITIONAL AGREEMENTS

     SECTION 8.01 Appropriate Action;  Consents;  Filings.  (a) The Company, the
Shareholder and Acquiror shall use reasonable best efforts to (i) take, or cause
to be taken,  all  appropriate  action,  and do, or cause to be done, all things
necessary,  proper or advisable under  applicable Law or otherwise to consummate
and make effective the  transactions  contemplated by this Agreement as promptly
as  practicable,  (ii)  obtain  from any  Governmental  Entities  any  consents,
licenses, permits, waivers,  approvals,  authorizations or orders required to be
obtained  or  made  by  Acquiror  or the  Company  or any  of  their  respective
Subsidiaries  in connection  with the  authorization,  execution and delivery of
this Agreement and the  consummation  of the  transactions  contemplated in this
Agreement,   and  (iii)  make  all  necessary  notifications  and  filings,  and
thereafter make any other required  submissions,  with respect to this Agreement
and the Merger  required  under (A) the Securities Act and the Exchange Act, and
any other applicable federal securities Laws or 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  Shareholder  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, reasonable best 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 reasonable best efforts, and shall
take any such actions  reasonably  requested by the other party, to minimize any
adverse effect upon the Company and Acquiror, their respective Subsidiaries, and
their respective businesses resulting,  or which could reasonably be expected to
result after the 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 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 and its Subsidiaries.

     (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  Shareholder  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.

     SECTION 8.03 Affiliate  Agreements;  Tax Treatment.  Gregory Packer and the
Revocable  Living Trust of Gregory John Packer under agreement dated February 7,
1990,  as amended and  restated  are all the  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  an  agreement  from
Gregory J.  Packer,  individually  and in his  capacity  as Trustee of the Trust
(collectively,  the "Affiliate  Agreement") 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  Agreement.  Each party  shall use its  reasonable  best
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
Shareholder 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 the  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 certificate delivered in connection herewith,
the Company and the Shareholder make no  representation or warranty with respect
to the Company, its Subsidiaries or the Shareholder,  or any of their respective
assets,  liabilities  or  operations,  and any  such  other  representations  or
warranties  are hereby  expressly  disclaimed  and are not being  relied upon by
Acquiror.  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 and are not being relied upon by the Shareholder or
the Company.

     (b) All representations and warranties of the Company,  the Shareholder 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,  all of the representations and warranties
contained in 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") (such report to be issued no later
than  the  date on which  the  Acquiror  is  required  to file  with the SEC its
financial  statements for the year ended December 31, 1997),  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
contained in 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 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 negotiation and  consummation of the transactions
contemplated by this Agreement,  the Shareholder  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 the  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 and to
grant each other the  respective  rights with regard thereto as are 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
Shareholder shall use reasonable best 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 later than the due date of
the next  quarterly  report on  Form 10-Q  required to be filed by the  Acquiror
which covers at least one calendar month of post-Merger  combined  operations of
Acquiror and the Company,  Acquiror shall make  publication of such  post-Merger
combined  operations  sufficient  to  satisfy  SEC rules  governing  pooling  of
interests accounting in such form of publication which complies with SEC rules.

     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 Exclusive  Remedy.  After the Effective Time, no party to this
Agreement  shall be  entitled  to money  damages  from any other  party due to a
breach of any  warranty or  representation  contained in this  Agreement  except
pursuant to, and in accordance with, the provisions of the Escrow Agreement.

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

     (iii) 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 each of the Chief Executive  Officer and Chief Financial  Officer of
Acquiror, to that effect.

     (iv)  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 each of the Chief  Executive
Officer and Chief Financial Officer of Acquiror, to that effect.

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

     (vi) The Acquiror shall have obtained the consents and approvals  described
in Section  6.04(iii)  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 an Acquiror  Material  Adverse
Effect after the Effective Time.

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

     (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 Shareholder.

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

     (iii) [Intentionally Omitted]

     (iv) All amounts  owed by the Company to the  Shareholder  or to any person
controlled  or  owned by the  Shareholder  shall  have  been  satisfied  and the
obligation be no longer outstanding.

     (v) 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.  (vi)  Each of the
representations  and warranties of the Company and the Shareholder  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.  Acquiror shall have received a certificate of the  Shareholder to
that effect and a certificate  of the Company,  executed by the Chief  Executive
Officer of the Company, to that effect.

     (vii) The Company and the  Shareholder  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 a certificate of the Shareholder to that effect and
a certificate  of the Company,  executed by the Chief  Executive  Officer of the
Company, to that effect.

     (viii) The Company shall have obtained the consents and approvals set forth
in  Section  9.01(c)(viii)  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.

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

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

     (xi)  Stock  purchase  agreements  between  the  Acquiror  and  each of the
minority shareholders of each of the Subsidiaries of Acquiror listed on Schedule
9.01(c)(xi)  hereto (the  "Minority  Shareholders")  in  substantially  the form
attached as Exhibit 9.01(c)(xi) hereto (the "Stock Purchase Agreements"),  shall
have been executed by the parties thereto and all conditions to the transactions
contemplated  thereby shall have been  satisfied or waived by the party entitled
to  satisfaction   thereof.   Each  of  the  Minority  Shareholders  shall  have
represented and warranted,  in writing and in a form reasonably  satisfactory to
Acquiror  and its  counsel,  to the effect that,  upon the  consummation  of the
transaction  contemplated by the Stock Purchase Agreement to which such Minority
Shareholder is a party, such Minority Shareholder shall have no claim,  interest
or right to or in any  shares  of  capital  stock of the  Company  or any of its
Subsidiaries.

     (xii) The Shareholder shall have executed and delivered the Promissory Note
in the form of Exhibit 9.01(c)(xii) hereto.

     (xiii) All agreements, contracts and understandings,  whether in writing or
oral  between  the Company or any of its  Subsidiaries  and  Corteville  Company
("Corteville") or any equity owner of Corteville,  including without limitation,
the inclusion of  Corteville  as a named  insured  under any insurance  policies
maintained by the Company or its Subsidiaries, shall have been terminated.

     (xiv) [Intentionally omitted.]

     (xv) The related party agreements set forth on Schedule  9.01(c)(xv) hereto
shall have been  terminated  and all  obligations  of the  Company or any of its
Subsidiaries  thereunder  shall  have  been  deemed  to be  fully  satisfied  or
cancelled  and  the  Acquiror  shall  have  received  evidence  to  such  effect
reasonably satisfactory thereto.

     (xvi) All liens,  encumbrances  and  restrictions on the assets or stock of
the Company and its  Subsidiaries  in favor of NBD Bank  securing  that  certain
mortgage loan  evidenced by that certain  promissory  note of Amstaff,  Inc. and
Amstaff ASMK,  LLC,  dated January 13, 1997 in the amount of $3,177,000 in favor
of NBD Bank, shall have been released and copies of executed UCC-3 Statements of
Change  terminating such liens,  encumbrances  and restrictions  shall have been
provided to Acquiror,  and the Company and each of the  Subsidiaries  shall have
been fully and unconditionally released from all obligations and liability under
such promissory note and any guarantees thereof.

     (xvii) The Company  and Amstaff  ASMK,  LLC shall have  entered  into lease
agreements  with  respect to the property  located at 42400 Grand River  Avenue,
Novi,   Michigan   48375  in   substantially   the  form  of  attached   Exhibit
9.01(c)(xvii).

     (xviii) The Company shall have provided a written certification,  signed by
each of the parties to each of the Buy-Sell Agreements certifying the applicable
purchase price, as of the Closing, with respect to each Buy-Sell Agreement.

     (xix) [Intentionally Omitted]

     (xx) Gregory John Packer shall have assumed the Company's obligations under
the automobile lease and the auto loan identified in Section  9.01(c)(xx) of the
Company Disclosure Schedule.

     (xxi) The net worth of the Company and its Subsidiaries on a combined basis
on May 31, 1997 and as of the month end immediately prior to Closing shall be no
less than $(2,400,000).

     (xxii) The Acquiror  shall have obtained the consents  described in Section
6.04(iii) hereof.

     (xxii) The Acquiror  shall have been  provided  with  certificates  of good
standing for the Company and each Subsidiary from the State of Michigan and each
of the state in which each such entity is qualified to do business,  dated as of
a recent date.

     (xiii)  The case  styled  Amstaff,  Inc.  v.  Genesys  Group,  Inc.,  Craig
Vanderburg and Susan Toohy (Oakland County Circuit Case No.  96-535636-CZ),  and
all counter  claims  related  thereto shall have been settled and dismissed with
prejudice.

     (xxiv)  Each  of  the  officers  and  directors  of  the  Company  and  its
Subsidiaries  shall have resigned from their positions as such,  effective as of
the Effective Time.

     (xxv) The  Shareholder  shall have paid the Company $67,000 in satisfaction
of all amounts due from the Shareholder and its affiliates to the Company, other
than such amounts as are represented by the Promissory Note.


                                    ARTICLE X

                             TERMINATION; AMENDMENT

     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
Shareholder 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
Shareholder 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 July 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 March 12, 1997 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 that in the
event of a  termination  of this  Agreement  pursuant to Section  10.01(b),  the
non-terminating party shall reimburse the terminating party for all Expenses.

     (b)  "Expenses"  as used in this  Agreement  shall  include all  reasonable
out-of-pocket  expenses (including without  limitation,  all reasonable fees and
expenses of counsel,  accountants,  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 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:                  Amstaff, Inc.
                                            42400 Grand River Avenue, Suite 201
                                            Novi, Michigan 48375
                                            Attention: James R. Mack
                                            Telecopier No. (248) 449-3903

                 With copies to:            Clark Hill P.L.C.
                                            One Detroit Center, 35th Floor
                                            500 Woodward Avenue
                                            Detroit, Michigan 48226
                                            Attention: D. Kerry Crenshaw
                                            Telecopier No.: (313) 962-4348

                                                     and
 
                                            Michael J. Beals, P.C.
                                            30300 Northwestern Highway
                                            Suite 106
                                            Farmington Hills, Michigan 48334
                                            Attention: Michael J. Beals
                                            Telecopier No.: (248) 932-4186
 
         If to Shareholder:                 Gregory J. Packer
                                            29840 Kenloch
                                            Farmington Hills, Michigan 48331
                                            Telecopier No.:
 
     SECTION 11.02 Amendment.  Subject to applicable  provisions of the Michigan
Act 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.  The waiver by any party hereto of any  inaccuracy in a  representation
and warranty or of  compliance  with any  agreement or condition for its benefit
shall not be deemed a waiver of any other  inaccuracy or of compliance  with any
other provision hereof.

     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.

     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;  Venue.  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. Each of the parties hereto agrees that any legal or equitable  action or
proceeding  with respect to this Agreement shall be brought only in any court of
the State of Michigan,  or in any court in the United States of America  sitting
in  Michigan,  and each of the  parties  hereto  hereby  submits to and  accepts
generally and  unconditionally  the jurisdiction of those courts with respect to
such party's  person and property,  and  irrevocably  consents to the service of
process in connection  with any such action or proceeding by the mailing thereof
by registered or certified  mail,  postage prepaid to each party at such party's
address set forth above. Nothing in this paragraph shall affect the right of any
party hereto  serve  process in any other  manner  permitted by law.  Each party
hereby  irrevocably  waives  any  objection  to the  laying of venue of any such
action or proceeding in the above-described courts.

     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]


<PAGE>


     IN WITNESS WHEREOF,  Acquiror,  Company, the Shareholder and the Trust 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/ Stephen L. Waechter                          
Name: Stephen L. Waechter                   
Title:   CFO                                


AMSTAFF, INC.


By: /s/ Gregory J. Packer                   
Name: Gregory J. Packer                     
Title: President                            


SHAREHOLDER


/s/ Gregory J. Packer                                
Gregory J. Packer


TRUST



/s/ Gregory J. Packer                                                   
Gregory J. Packer, as Trustee







<PAGE>
















                          Agreement and Plan of Merger

                                  by and Among

                             The Vincam Group, Inc.,

                                  Amstaff, Inc.

                                       and

                                Gregory J. Packer

                                       and

                         Gregory J. Packer, as Trustee,

                                  June 30, 1997












<PAGE>


                                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     6

ARTICLE IV  REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDER  7
         SECTION 4.01  Organization and Qualification; No Subsidiaries 8
         SECTION 4.02  Articles of Incorporation; By-Laws     8
         SECTION 4.03  Capitalization       8
         SECTION 4.04  Authority; Enforceability     9
         SECTION 4.05  Noncontravention; Required Filings and Consents 9
         SECTION 4.06  Permits; Compliance  10
         SECTION 4.07  Reports; Financial Statements 10
         SECTION 4.08  Absence of Certain Changes or Events   12
         SECTION 4.09  Absence of Litigation13
         SECTION 4.10  Contracts; No Default14
         SECTION 4.11  Employee Benefit Plans; Labor Matters  15
         SECTION 4.12  Taxes        18
         SECTION 4.13  Intellectual Property Rights  20
         SECTION 4.14  Insurance    20
         SECTION 4.15  Brokers      21
         SECTION 4.16  Title to Properties  21
         SECTION 4.17  Notes and Accounts Receivable 22
         SECTION 4.18  Tax Payment and Direct Deposit Service 22
         SECTION 4.19  Related Parties      23
         SECTION 4.20  Employee Transfers   23
         SECTION 4.21  Expenses     23
         SECTION 4.22  Disclosure   23

ARTICLE V  REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER    24
         SECTION 5.01  Authority; Enforceability     24
         SECTION 5.02  Noncontravention     24
         SECTION 5.03  Investment   24
         SECTION 5.04  Company Shares.      25
         SECTION 5.05  Share Ownership      25
         SECTION 5.06  Disclosure   25

ARTICLE VI  REPRESENTATIONS AND WARRANTIESOF ACQUIROR  25
         SECTION 6.01  Organization and Qualification         25
         SECTION 6.02  Capitalization       26
         SECTION 6.03  Authority    26
         SECTION 6.04  No Conflict, Required Filings and Consents      27
         SECTION 6.05  Reports; Financial Statements 27
         SECTION 6.06  Absence of Certain Changes or Events   28
         SECTION 6.07  Brokers      28
         SECTION 6.08  Litigation   28

ARTICLE VII  COVENANTS RELATING TO CONDUCT OF BUSINESS 29
         SECTION 7.01  Affirmative Covenants of the Company   29
         SECTION 7.02  Negative Covenants of the Company      29
         SECTION 7.03  Access and Information        31

ARTICLE VIII  ADDITIONAL AGREEMENTS   32
         SECTION 8.01  Appropriate Action; Consents; Filings  33
         SECTION 8.02  Update Disclosure; Breaches   33
         SECTION 8.03  Affiliate Agreements; Tax Treatment    33
         SECTION 8.04  Public Announcements 33
         SECTION 8.05  NMS Listing  34
         SECTION 8.06  Survival of Representations and Warranties; 
                        Indemnification      34
         SECTION 8.07  Obligations of Acquiror Sub   35
         SECTION 8.08  Accounting Treatment 35
         SECTION 8.09  Good Faith   35
         SECTION 8.10  Publication of Post-Merger Results     36
         SECTION 8.11  Legend       36
         SECTION 8.12  Exclusive Remedy     36

ARTICLE IX        CLOSING CONDITIONS        36
         SECTION 9.01  Conditions to Obligations of Each Party Under This  
                        Agreement     36

ARTICLE X  TERMINATION; AMENDMENT     41
         SECTION 10.01  Termination 41
         SECTION 10.02  Effect of Termination        42
         SECTION 10.03  Fees and Expenses   42

ARTICLE XI  GENERAL PROVISIONS        43
         SECTION 11.01  Notices     43
         SECTION 11.02  Amendment   44
         SECTION 11.03  Waiver      44
         SECTION 11.04  Headings    44
         SECTION 11.05  Severability        44
         SECTION 11.06  Entire Agreement    44
         SECTION 11.07  Assignment  45
         SECTION 11.08  Parties in Interest 45
         SECTION 11.09  Governing Law; Venue45
         SECTION 11.10  Counterparts; Facsimile Signatures    45
         SECTION 11.11  Attorneys' Fees     45

<PAGE>


EXHIBITS

Exhibit 2.02               Escrow Agreement
Exhibit 2.03               Registration Agreement
Exhibit 4.01               Company Disclosure Schedule
Exhibit 8.03               Affiliate Agreement
Exhibit 9.01(c)(xi)        Stock Purchase Agreements
Exhibit 9.01(c)(xii)       Promissory Note
Exhibit 9.01(c)(xvii)      Lease Agreements


<PAGE>


SCHEDULES

Schedule
[{"type": "8-K", "sequence": "1", "description": "AMSTAFF ACQUISITION", "secsgml_size_bytes": 152151}]
{"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": "97636452"}, "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): June 30, 1997

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

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

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

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

                                 Not applicable
-------------------------------------------------------------------------------
(Former  name,  former  address,  and former  fiscal year, if changed since last
report)

                                       1
ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

     The Vincam Group,  Inc.  (the  "Company")  announced  that it has acquired,
through a merger  transaction,  Amstaff,  Inc.  ("Amstaff"),  a  privately  held
Professional  Employer Organization ("PEO") headquartered in Novi, Michigan with
approximately   220  clients  and  4,000   worksite   employees   (the  "Amstaff
Acquisition"). Vincam issued approximately 365,000 shares of its common stock in
the transaction which will be accounted for as a pooling of interests.

     Amstaff  reported  revenues of $20.9  million  through the first quarter of
1997, and expects an operating loss for the first six months of the year.

     Statements  in this Form 8-K  relating to matters  that are not  historical
facts are forward-looking  statements.  Such forward-looking  statements involve
known and unknown risks,  uncertainties  and other factors,  which may cause the
actual results,  performances  or achievements of The Vincam Group,  Inc., 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,  but are not limited,  to 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  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) the level of acquisition
opportunities  available to the Company and the Company's ability to efficiently
price and negotiate such  acquisitions on a favorable basis;  (vi) the financial
condition of the Company's  clients;  (vii) additional  regulatory  requirements
affecting the Company;  (viii) the impact of  competition  from existing and new
professional employer organizations;  (ix) the failure to properly manage growth
and successfully  integrate  acquired  companies and operations,  and to achieve
synergies and other cost savings in the  operation of acquired  companies and to
achieve  synergies  and other cost  savings in the  operations  of the  acquired
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 AND EXHIBITS

         (a)  Financial Statements of Businesses Acquired.

     Pursuant to the rules and  regulations  promulgated  by the  Securities and
Exchange  Commission,  no financial  statements  of Amstaff need be filed as the
Item 2 disclosure  above is provided only because the aggregate  market value of
the shares issued in the  Amstaff   Acquisition   exceeds  20%  of the Company's
total assets at December 31, 1996.

         (b)   Pro Forma Financial Information.

         Not required. See Item 7(a) above.

         (c)   Exhibits.

Exhibit No.     Description
 
     2          Agreement   and  Plan of Merger by and Among The  Vincam  Group,
                Inc., Amstaff, Inc. and Gregory J. Packer and Gregory J. Packer,
                as Trustee, dated as of June 30, 1997.*

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

                                        2
Pursuant  to the  requirements  of  Section  13 or 15(d) 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, as of the 3rd of July,
1997.

                                        THE VINCAM GROUP, INC.

July 3, 1997                         By:/s/ STEPHEN L. WAECHTER            
----------------                        ---------------------------------------
Date                                    Stephen L. Waechter, Chief Financial 
                                        Officer, Senior Vice President Finance
                                        and Administration (Principal
                                        Financial Officer)

                                       3
Exhibit Index

Exhibit No.     Description
-----------     ------------
     2          Agreement   and  Plan of Merger by and Among The  Vincam  Group,
                Inc., Amstaff, Inc. and Gregory J. Packer and Gregory J. Packer,
                as Trustee, dated as of June 30, 1997.
AGREEMENT AND PLAN OF MERGER

     This  Agreement  and  Plan of  Merger,  dated  as of June  30,  1997  (this
"Agreement"),  is by and among The Vincam  Group,  Inc.,  a Florida  corporation
("Acquiror"),  Amstaff, Inc., a Michigan corporation (the "Company"), Gregory J.
Packer (the  "Shareholder")  and Gregory J. Packer,  as Trustee of the Revocable
Living Trust of Gregory John Packer under  agreement  dated February 7, 1990, as
amended and restated (the  "Trust").  For purposes of this  Agreement,  the term
"Shareholder"  shall include Gregory J. Packer in his individual capacity and as
trustee of the Trust.

                                    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 per share, of
the Company  ("Company Common Stock") issued and outstanding prior to the Merger
will be converted into shares of common stock, $.001 par value per share, 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, the Company and
the Shareholder 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  Michigan  Business
Corporation Act (the "Michigan  Act"), 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  articles  of merger  (the
"Articles  of Merger")  with the  Secretary of State of Michigan in such form as
required by, and executed in  accordance  with,  the relevant  provisions of the
Michigan Act (the  effective  date and time of such filing 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 Michigan Act.
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 reasonable best efforts to
take all such action as may be necessary or appropriate to effectuate the Merger
under  the  Michigan  Act 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.

     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. 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)),  shall be
converted, without any action on the part of the holders thereof into 365 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)) 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 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 2.01(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.,  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. The fees and expenses of the Escrow Agent shall be borne
by Acquiror.

     (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. Of the shares otherwise
issuable to the holders of Outstanding  Company  Shares,  an aggregate of 50,000
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 Shareholder shall also constitute
his approval of the terms and provisions of the Escrow Agreement,  including the
indemnification  provided for therein and his 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  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  and  delivered as provided  herein 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 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  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 share 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 Shareholder 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  "Adverse  Consequences"  means all actions,  suits,  proceedings,
hearings,  investigations,  charges, complaints,  claims, demands,  injunctions,
judgments,  orders, decrees,  rulings,  damages, dues, penalties,  fines, costs,
amounts paid in settlement,  liabilities,  obligations,  Taxes,  liens,  losses,
expenses and fees,  including  court costs and  reasonable  attorneys'  fees and
expenses.

     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 negative  financial  impact of at least $50,000.
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 and its  Subsidiaries) 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, 25% 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 SHAREHOLDER

     The Company and the  Shareholder  each jointly and severally  represent and
warrant  to  Acquiror  that,  except  as  disclosed  in the  Company  Disclosure
Schedule,  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).

     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  and
qualification, 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  and each of the  Company's  Subsidiaries,  as amended or
restated,  and as  currently  in  effect.  Neither  the  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 50,000 shares of Company  Common Stock,  of which 1,000 are
issued  and  outstanding.  The  Company  has no  other  classes  of  stock.  The
authorized,  issued  and  outstanding  capital  stock  of each of the  Company's
Subsidiaries  is set forth in Section 4.01 of the Company  Disclosure  Schedule.
The holders of the issued and outstanding capital stock of each of the Company's
Subsidiaries,  and the number of shares of such capital  stock held by each such
holder, are set forth in Section 4.01 of the Company Disclosure  Schedule.  None
of the  Company's  Subsidiaries  has any  other  class  of  stock  which  is not
described in Section 4.01 of the Company Disclosure  Schedule.  At no time since
January 1, 1994 has the Company been controlled by another corporation.

     (b) All  outstanding  shares of Company  Common  Stock and all  outstanding
shares  of the  capital  stock of each of the  Company's  Subsidiaries  are duly
authorized, validly issued, fully paid and non-assessable. No outstanding shares
of Common Stock of the Company and each of the Company's  Subsidiaries have been
issued in violation of, or are currently  subject to, any  preemptive or similar
rights.  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  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 Shareholder pursuant to the applicable  requirements of the Michigan Act.
The   Shareholder  has  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, 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  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 the 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
Shareholder,  threatened.  All of the  Company  Permits are set forth in Section
4.06 of the Company Disclosure  Schedule.  The Company, its Subsidiaries and the
Shareholder  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  Shareholder,  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, the Americans with Disabilities Act, 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
Shareholder,  any or  their  respective  clients,  has  received  notice  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) Except as set forth in
Section  4.07(a)  of the  Company  Disclosure  Schedule,  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  combined balance sheets of the Company for the years ended
December 31, 1996  and  December 31, 1995 and the combined 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, 1996,  including any notes thereto
(the "Company Financial Statements"), all of which have been audited by Plante &
Moran, LLP, certified public accountants, are attached as Section 4.07(b) of the
Company  Disclosure  Schedule.  Subject to adjustment to reflect the deletion of
Amstaff ASMK, LLC as one of the entities whose financial  statements is combined
in the Company Financial Statements,  the Company Financial Statements, (x) 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 (y) present  fairly,  in all  material  respects,  the  financial
position  of the  Company  and its  Subsidiaries  on a combined  basis as of the
respective  dates  thereof and their results of operation and cash flows for the
periods indicated.

     (c) The unaudited combined balance sheet and combined statements of income,
changes in  stockholders'  equity and cash flows of the  Company for the quarter
ended March 31,  1997 and for each of the months of April and May 1997  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 and its Subsidiaries on
a combined basis as of March 31, 1997, April 30, 1997 and May 31, 1997 and their
results of  operations  and cash flows for the quarter  ended March 31, 1997 and
for each of the months of April and May 1997.

     (d) Except as and to the  extent  reflected  or  reserved  in the  combined
balance sheet of the Company as of May 31, 1997  attached as Section  4.07(c) of
the Company Disclosure  Schedule (the "Interim Balance Sheet"),  the Company and
its  Subsidiaries  do 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 combined balance sheet of the Company
and its  Subsidiaries,  prepared in accordance  with GAAP  consistent  with past
practice,  except for liabilities or obligations incurred in the ordinary course
of business since May 31, 1997.

     (e)  Subject to the  adjustment  contemplated  in Section  4.07(b)(i),  the
reserves  for  workers'  compensation  and health  care costs  reflected  on the
audited combined balance sheets included in the Company Financial Statements and
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.

     (f) Plante & Moran,  LLP,  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 in
Section 4.08 of the Company Disclosure Schedule, since December 31, 1996:

     (a) there has not been any change or development which has caused, or which
the Company or the  Shareholder  have a reasonable  basis to believe  reasonably
likely to cause, a Company Material Adverse Effect;

     (b)  neither  the  Company  nor  any  of  its  Subsidiaries  has  increased
compensation  to  officers,  the key  employees  listed in  Section  4.08 of the
Company  Disclosure  Schedule or  consultants  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,  contracts,
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,  contracts,
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;  (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 Shareholder has reason to
believe would require  Company or any Subsidiary to provide  services at a loss;
and

     (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  Shareholder's
knowledge,  threatened.  To the  knowledge  of the Company and the  Shareholder,
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.

     (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 Shareholder,
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  Shareholder,  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;

     (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;

     (xi) which  evidences  a buy-sell  arrangement  between  the  Company,  the
Shareholder  or any  Subsidiary  with any  shareholder  of any  Subsidiary  (the
"Buy-Sell Agreements");

     (xii) which evidences an automobile lease; or

     (xiii) 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, enforceable in accordance with
its terms,  subject to bankruptcy,  insolvency,  reorganization,  moratorium and
other  laws  limiting  creditors'  rights  generally  and to  general  equitable
principles and matters of public  policy,  and there is no default (or any event
known to the  Company  or the  Shareholder  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 and binding  agreement or the
enforceability  thereof. 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 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  from
June 30, 1994 through the Closing.

     (d) There are no outstanding  powers of attorney  executed on behalf of the
Company or any of its  Subsidiaries,  except as set forth in Section  4.10(d) of
the Company Disclosure Schedule.

     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 or any of its Subsidiaries 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 the  three  most  recent  Form  5500,
including financial statements where applicable.

     (b) The Company,  its  Subsidiaries  and their  respective ERISA Affiliates
and,  to their  knowledge,  any  "administrator(s)"  (as  described  in  Section
3(16)(A) of ERISA) of the Employee  Benefit  Plans have complied in all material
respects with such Plan's terms and with the applicable  requirements  of ERISA,
the Code and all other  statutes,  orders,  rules or  regulations,  specifically
including the reporting and  disclosure  requirements  of Part 1 of Title 1, and
Title IV, of ERISA and the Code, in a timely and accurate  manner,  such that no
penalties  that may have a  Company  Material  Adverse  Effect  have been or are
reasonably  expected to be imposed on the Company and no material  penalties may
be imposed on Acquiror  under ERISA,  the Code or otherwise  with respect to the
Employee Benefit Plans or any related trusts.

     (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 each of the  Employee  Benefit
Plans that is subject to ERISA, is and has at all times been in compliance (both
in form and operation) with ERISA,  the Code and all other applicable laws; each
of the Employee  Benefit Plans intended to be "qualified"  within the meaning of
Section  401(a) of the Code is so  qualified  and  pursuant  to a request  which
accurately   described  such  plan  and  the  Company's  and  its  Subsidiaries'
businesses  in all material  respects,  has  received a favorable  determination
letter  ruling  that  the plan  complies  with the Tax  Reform  Act of 1986,  as
amended,  and has been  administered and operated in accordance with all laws so
as to maintain such  qualification;  no Employee Benefit Plan has an accumulated
or waived  funding  deficiency  within the  meaning of Section  412 of the Code;
neither  the  Company,  any of its  Subsidiaries,  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.  All  contributions,  premium
payments or other amounts  payable by the Company or any of its  Subsidiaries or
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.

     (v) Except as set forth in Section 4.11 of the Company Disclosure Schedule,
each  Employee  Benefit Plan may be amended or  terminated  in  accordance  with
applicable law on or at any time after the Effective Time.

     (f)  Except as set  forth in  Section  4.11(f)  of the  Company  Disclosure
Schedule, none of the Company, its Subsidiaries or their respective clients is a
party to any collective  bargaining or other labor union contract.  There are no
union  organization  attempts  underway  with  respect to any  employees  of the
Company, any of its Subsidiaries or any of their respective clients. There is no
pending or, to the  knowledge  of the Company  and the  Shareholder,  threatened
labor  dispute,  strike  or  work  stoppage  involving  such  employees.  To the
knowledge of the Company and the Shareholder, 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 except as set forth in
Section 4.11(f) of the Company Disclosure  Schedule,  there is no pending or, to
the knowledge of the Company and the Shareholder, 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  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 not constituted  solely of the
Company and its  Subsidiaries,  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;

     (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 timely 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) the Company 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 ending December 31, 1996.

     (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, 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
or any of its  Subsidiaries  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
reasonable  precautions to maintain and protect the intellectual  property which
it owns or  otherwise  has the  right to use.  Except  for "off the  shelf"  and
"shrink wrap licensed" software, 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  by  the  Company  or any of its
Subsidiaries been received with respect thereto.

     SECTION 4.14 Insurance.  Section 4.14 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 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.  The Company and each of its  Subsidiaries  has been covered  during the
past three years by insurance in scope and amount which, to the knowledge of the
Company and its Subsidiaries,  is customary and reasonable for the activities in
which it has engaged and the assets it has owned during this three year period.

     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, any of its Subsidiaries or the Shareholder.

     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 one of its  Subsidiaries  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  Shareholder,  neither the
Company nor any of its Subsidiaries is in default under, and to the knowledge of
the Company and the  Shareholder 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 its Subsidiary's default under any of such leases.

     (c) There  are no  pending  or, to the  knowledge  of the  Company  and the
Shareholder,  threatened condemnation  proceedings,  lawsuits, or administrative
actions relating to the Leased Real Property.

     (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  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 Shareholder, 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,  except as set forth in Section 4.16(e) of the Company
Disclosure Schedule.
 
     (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  Shareholder,
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  Shareholder,  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  (except  as set forth in  Section  4.16(j)  of the  Company
Disclosure  Schedule).  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.

     (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  Shareholder,
common  law  rights of setoff or  counterclaim;  and (iii) are  current  and the
Company and the  Shareholder  have no  reasonable  basis to believe they are not
collectible,  subject only to the reserve for bad debts set forth on the face of
the  Interim  Balance  Sheet,  as adjusted  for the passage of time  through the
Closing in accordance with past custom and practice.

     SECTION 4.18 Tax Payment and Direct  Deposit  Service.  (a) For all persons
who use or have used the  Company's  and any of its  Subsidiaries'  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 and any of its
Subsidiaries  as of the date of this Agreement is equal to the amount due to the
Company's and such Subsidiaries' 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, to the knowledge of the Shareholder, the Company or
any of its  Subsidiaries  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  Employee  Transfers.  All  transfers of employees  between or
among  the  Company  and any  Subsidiary  and/or  Corteville  Company  have been
effected in compliance  with all applicable  laws,  including all relevant state
unemployment and workers'  compensation  laws, and no such transfer will subject
the Company or any Subsidiary to any Adverse Consequences.

     SECTION 4.21  Expenses.  Except as set forth in Section 4.21 of the Company
Disclosure Schedule,  none of the Company or any of its Subsidiaries has or will
pay any Expenses (as such term is defined in Section 10.03 hereof) which are not
reasonably  related to the  Company's  or a  Subsidiary's  participation  in the
transactions contemplated by this Agreement.

     SECTION 4.22 Disclosure.  No representation  or warranty  contained in this
Article IV, as qualified by the Company Disclosure Schedule,  or in any Schedule
or Exhibit  hereto or any closing  certificate  furnished  or to be furnished by
either the Company or the 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.

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES
                               OF THE SHAREHOLDER

     The  Shareholder  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 the applicable  requirements of the Michigan Act
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  applicable  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 or its assets is subject.

     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  Acquiror's
annual  report on Form 10-K for the fiscal year ended  December  31,  1996,  its
Proxy  Statement for its 1997 Annual Meeting of  Shareholders  and its quarterly
report on Form 10-Q for the quarterly  period ended March 31, 1997,  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 may be suffered by Acquiror or Acquiror Sub and which 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 ("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 Blue
Sky Laws and may only be transferred in compliance with such laws.

     SECTION 5.04 Company Shares.  The Trust owns of record, and the Shareholder
owns  beneficially,  1,000 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.  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,  other  than  the  Trust.  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 he will  receive  pursuant  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  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) 8,591,109 shares were issued and outstanding; and

     (z)  1,509,999  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.  Assuming the accuracy of the  Shareholder's  representations  set
forth in Section  5.03 hereof,  the  Acquiror  Common Stock issued in the Merger
will be issued pursuant to exemptions from registration under the Securities Act
and the  blue sky laws of  Florida  and  Michigan  and  will  not be  issued  in
violation of any agreement affecting the terms of such issuance.

     (c) As of the Closing,  the  authorized  capital stock of Acquiror Sub will
consist of 1,000  shares of Common  Stock,  no 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 and the  Agreements  referred to
herein, 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  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 the lenders  under the Credit  Agreement
of the Acquiror  dated as of April 24, 1997, 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,  individually or in the
aggregate, 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  applicable  rules and  regulations  of the  Securities and
Exchange Commission (the "SEC"), applicable law and GAAP applied on a consistent
basis  throughout  the periods  involved  (except (w) to the extent  required by
changes in GAAP or (x) 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 (y)
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 (z) 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 May 31, 1997,  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 applicable 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 December 31, 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 or any Affiliate of Acquiror.

     SECTION 6.08 Litigation.  Except as disclosed in the Company's SEC Reports,
there   are  no   claims,   suits,   actions,   labor   organizing   activities,
investigations, arbitrations or administrative proceedings pending or threatened
against  Acquiror or its  affiliates  which  would be  required to be  disclosed
therein or which would preclude or unduly impede the  consummation of the Merger
as  contemplated  herein or  prohibit  any  business  practice or the conduct of
business in any area where now  conducted or proposed to be conducted  following
the Merger.

                                   ARTICLE VII

                    COVENANTS RELATING TO CONDUCT OF BUSINESS

     SECTION  7.01  Affirmative  Covenants of the  Company.  The Company  hereby
covenants  and  agrees  that,  prior to the  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  reasonable   best  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 reasonable best 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

     (e) use reasonable best efforts to cause the Stock Purchase  Agreements (as
hereinafter  defined) to be fully and duly  authorized and executed and will use
best reasonable  efforts to cause the  transactions  contemplated  thereby to be
consummated.

     The  Shareholder  agrees and  covenants to cause the Company to comply with
its covenants and agreements set forth in this Section 7.01.

     SECTION  7.02  Negative  Covenants  of the  Company.  Except  as  expressly
contemplated by this Agreement or otherwise consented to in writing by Acquiror,
which  consent  shall  not be  unreasonably  withheld,  from  the  date  of this
Agreement  until the Effective  Time, the Company shall not, and the Shareholder
shall not (whether in his capacity as shareholder or director 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;

     (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 Shareholder and the Company shall use their reasonable
best 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;

     (j) incur any obligation for borrowed money or purchase money indebtedness,
whether or not evidenced by a note, bond, debenture or similar instrument, other
than trade payables incurred in the ordinary course of business  consistent with
past practice;

     (k) fail to use  commercially  reasonable  efforts  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 $300,000; and

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

     SECTION  7.03  Access  and  Information.  Subject  to  the  Confidentiality
Agreement  dated March 12,  1997,  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 and its Subsidiaries as Acquiror
may reasonably request.

                                  ARTICLE VIII

                              ADDITIONAL AGREEMENTS

     SECTION 8.01 Appropriate Action;  Consents;  Filings.  (a) The Company, the
Shareholder and Acquiror shall use reasonable best efforts to (i) take, or cause
to be taken,  all  appropriate  action,  and do, or cause to be done, all things
necessary,  proper or advisable under  applicable Law or otherwise to consummate
and make effective the  transactions  contemplated by this Agreement as promptly
as  practicable,  (ii)  obtain  from any  Governmental  Entities  any  consents,
licenses, permits, waivers,  approvals,  authorizations or orders required to be
obtained  or  made  by  Acquiror  or the  Company  or any  of  their  respective
Subsidiaries  in connection  with the  authorization,  execution and delivery of
this Agreement and the  consummation  of the  transactions  contemplated in this
Agreement,   and  (iii)  make  all  necessary  notifications  and  filings,  and
thereafter make any other required  submissions,  with respect to this Agreement
and the Merger  required  under (A) the Securities Act and the Exchange Act, and
any other applicable federal securities Laws or 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  Shareholder  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, reasonable best 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 reasonable best efforts, and shall
take any such actions  reasonably  requested by the other party, to minimize any
adverse effect upon the Company and Acquiror, their respective Subsidiaries, and
their respective businesses resulting,  or which could reasonably be expected to
result after the 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 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 and its Subsidiaries.

     (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  Shareholder  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.

     SECTION 8.03 Affiliate  Agreements;  Tax Treatment.  Gregory Packer and the
Revocable  Living Trust of Gregory John Packer under agreement dated February 7,
1990,  as amended and  restated  are all the  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  an  agreement  from
Gregory J.  Packer,  individually  and in his  capacity  as Trustee of the Trust
(collectively,  the "Affiliate  Agreement") 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  Agreement.  Each party  shall use its  reasonable  best
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
Shareholder 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 the  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 certificate delivered in connection herewith,
the Company and the Shareholder make no  representation or warranty with respect
to the Company, its Subsidiaries or the Shareholder,  or any of their respective
assets,  liabilities  or  operations,  and any  such  other  representations  or
warranties  are hereby  expressly  disclaimed  and are not being  relied upon by
Acquiror.  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 and are not being relied upon by the Shareholder or
the Company.

     (b) All representations and warranties of the Company,  the Shareholder 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,  all of the representations and warranties
contained in 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") (such report to be issued no later
than  the  date on which  the  Acquiror  is  required  to file  with the SEC its
financial  statements for the year ended December 31, 1997),  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
contained in 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 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 negotiation and  consummation of the transactions
contemplated by this Agreement,  the Shareholder  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 the  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 and to
grant each other the  respective  rights with regard thereto as are 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
Shareholder shall use reasonable best 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 later than the due date of
the next  quarterly  report on  Form 10-Q  required to be filed by the  Acquiror
which covers at least one calendar month of post-Merger  combined  operations of
Acquiror and the Company,  Acquiror shall make  publication of such  post-Merger
combined  operations  sufficient  to  satisfy  SEC rules  governing  pooling  of
interests accounting in such form of publication which complies with SEC rules.

     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 Exclusive  Remedy.  After the Effective Time, no party to this
Agreement  shall be  entitled  to money  damages  from any other  party due to a
breach of any  warranty or  representation  contained in this  Agreement  except
pursuant to, and in accordance with, the provisions of the Escrow Agreement.

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

     (iii) 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 each of the Chief Executive  Officer and Chief Financial  Officer of
Acquiror, to that effect.

     (iv)  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 each of the Chief  Executive
Officer and Chief Financial Officer of Acquiror, to that effect.

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

     (vi) The Acquiror shall have obtained the consents and approvals  described
in Section  6.04(iii)  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 an Acquiror  Material  Adverse
Effect after the Effective Time.

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

     (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 Shareholder.

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

     (iii) [Intentionally Omitted]

     (iv) All amounts  owed by the Company to the  Shareholder  or to any person
controlled  or  owned by the  Shareholder  shall  have  been  satisfied  and the
obligation be no longer outstanding.

     (v) 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.  (vi)  Each of the
representations  and warranties of the Company and the Shareholder  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.  Acquiror shall have received a certificate of the  Shareholder to
that effect and a certificate  of the Company,  executed by the Chief  Executive
Officer of the Company, to that effect.

     (vii) The Company and the  Shareholder  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 a certificate of the Shareholder to that effect and
a certificate  of the Company,  executed by the Chief  Executive  Officer of the
Company, to that effect.

     (viii) The Company shall have obtained the consents and approvals set forth
in  Section  9.01(c)(viii)  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.

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

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

     (xi)  Stock  purchase  agreements  between  the  Acquiror  and  each of the
minority shareholders of each of the Subsidiaries of Acquiror listed on Schedule
9.01(c)(xi)  hereto (the  "Minority  Shareholders")  in  substantially  the form
attached as Exhibit 9.01(c)(xi) hereto (the "Stock Purchase Agreements"),  shall
have been executed by the parties thereto and all conditions to the transactions
contemplated  thereby shall have been  satisfied or waived by the party entitled
to  satisfaction   thereof.   Each  of  the  Minority  Shareholders  shall  have
represented and warranted,  in writing and in a form reasonably  satisfactory to
Acquiror  and its  counsel,  to the effect that,  upon the  consummation  of the
transaction  contemplated by the Stock Purchase Agreement to which such Minority
Shareholder is a party, such Minority Shareholder shall have no claim,  interest
or right to or in any  shares  of  capital  stock of the  Company  or any of its
Subsidiaries.

     (xii) The Shareholder shall have executed and delivered the Promissory Note
in the form of Exhibit 9.01(c)(xii) hereto.

     (xiii) All agreements, contracts and understandings,  whether in writing or
oral  between  the Company or any of its  Subsidiaries  and  Corteville  Company
("Corteville") or any equity owner of Corteville,  including without limitation,
the inclusion of  Corteville  as a named  insured  under any insurance  policies
maintained by the Company or its Subsidiaries, shall have been terminated.

     (xiv) [Intentionally omitted.]

     (xv) The related party agreements set forth on Schedule  9.01(c)(xv) hereto
shall have been  terminated  and all  obligations  of the  Company or any of its
Subsidiaries  thereunder  shall  have  been  deemed  to be  fully  satisfied  or
cancelled  and  the  Acquiror  shall  have  received  evidence  to  such  effect
reasonably satisfactory thereto.

     (xvi) All liens,  encumbrances  and  restrictions on the assets or stock of
the Company and its  Subsidiaries  in favor of NBD Bank  securing  that  certain
mortgage loan  evidenced by that certain  promissory  note of Amstaff,  Inc. and
Amstaff ASMK,  LLC,  dated January 13, 1997 in the amount of $3,177,000 in favor
of NBD Bank, shall have been released and copies of executed UCC-3 Statements of
Change  terminating such liens,  encumbrances  and restrictions  shall have been
provided to Acquiror,  and the Company and each of the  Subsidiaries  shall have
been fully and unconditionally released from all obligations and liability under
such promissory note and any guarantees thereof.

     (xvii) The Company  and Amstaff  ASMK,  LLC shall have  entered  into lease
agreements  with  respect to the property  located at 42400 Grand River  Avenue,
Novi,   Michigan   48375  in   substantially   the  form  of  attached   Exhibit
9.01(c)(xvii).

     (xviii) The Company shall have provided a written certification,  signed by
each of the parties to each of the Buy-Sell Agreements certifying the applicable
purchase price, as of the Closing, with respect to each Buy-Sell Agreement.

     (xix) [Intentionally Omitted]

     (xx) Gregory John Packer shall have assumed the Company's obligations under
the automobile lease and the auto loan identified in Section  9.01(c)(xx) of the
Company Disclosure Schedule.

     (xxi) The net worth of the Company and its Subsidiaries on a combined basis
on May 31, 1997 and as of the month end immediately prior to Closing shall be no
less than $(2,400,000).

     (xxii) The Acquiror  shall have obtained the consents  described in Section
6.04(iii) hereof.

     (xxii) The Acquiror  shall have been  provided  with  certificates  of good
standing for the Company and each Subsidiary from the State of Michigan and each
of the state in which each such entity is qualified to do business,  dated as of
a recent date.

     (xiii)  The case  styled  Amstaff,  Inc.  v.  Genesys  Group,  Inc.,  Craig
Vanderburg and Susan Toohy (Oakland County Circuit Case No.  96-535636-CZ),  and
all counter  claims  related  thereto shall have been settled and dismissed with
prejudice.

     (xxiv)  Each  of  the  officers  and  directors  of  the  Company  and  its
Subsidiaries  shall have resigned from their positions as such,  effective as of
the Effective Time.

     (xxv) The  Shareholder  shall have paid the Company $67,000 in satisfaction
of all amounts due from the Shareholder and its affiliates to the Company, other
than such amounts as are represented by the Promissory Note.

                                    ARTICLE X

                             TERMINATION; AMENDMENT

     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
Shareholder 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
Shareholder 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 July 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 March 12, 1997 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 that in the
event of a  termination  of this  Agreement  pursuant to Section  10.01(b),  the
non-terminating party shall reimburse the terminating party for all Expenses.

     (b)  "Expenses"  as used in this  Agreement  shall  include all  reasonable
out-of-pocket  expenses (including without  limitation,  all reasonable fees and
expenses of counsel,  accountants,  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 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:                  Amstaff, Inc.
                                            42400 Grand River Avenue, Suite 201
                                            Novi, Michigan 48375
                                            Attention: James R. Mack
                                            Telecopier No. (248) 449-3903

                 With copies to:            Clark Hill P.L.C.
                                            One Detroit Center, 35th Floor
                                            500 Woodward Avenue
                                            Detroit, Michigan 48226
                                            Attention: D. Kerry Crenshaw
                                            Telecopier No.: (313) 962-4348

                                                     and
 
                                            Michael J. Beals, P.C.
                                            30300 Northwestern Highway
                                            Suite 106
                                            Farmington Hills, Michigan 48334
                                            Attention: Michael J. Beals
                                            Telecopier No.: (248) 932-4186
 
         If to Shareholder:                 Gregory J. Packer
                                            29840 Kenloch
                                            Farmington Hills, Michigan 48331
                                            Telecopier No.:
 
     SECTION 11.02 Amendment.  Subject to applicable  provisions of the Michigan
Act 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.  The waiver by any party hereto of any  inaccuracy in a  representation
and warranty or of  compliance  with any  agreement or condition for its benefit
shall not be deemed a waiver of any other  inaccuracy or of compliance  with any
other provision hereof.

     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.

     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;  Venue.  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. Each of the parties hereto agrees that any legal or equitable  action or
proceeding  with respect to this Agreement shall be brought only in any court of
the State of Michigan,  or in any court in the United States of America  sitting
in  Michigan,  and each of the  parties  hereto  hereby  submits to and  accepts
generally and  unconditionally  the jurisdiction of those courts with respect to
such party's  person and property,  and  irrevocably  consents to the service of
process in connection  with any such action or proceeding by the mailing thereof
by registered or certified  mail,  postage prepaid to each party at such party's
address set forth above. Nothing in this paragraph shall affect the right of any
party hereto  serve  process in any other  manner  permitted by law.  Each party
hereby  irrevocably  waives  any  objection  to the  laying of venue of any such
action or proceeding in the above-described courts.

     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, the Shareholder and the Trust 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/ Stephen L. Waechter                          
Name: Stephen L. Waechter                   
Title:   CFO                                

AMSTAFF, INC.

By: /s/ Gregory J. Packer                   
Name: Gregory J. Packer                     
Title: President                            

SHAREHOLDER

/s/ Gregory J. Packer                                
Gregory J. Packer

TRUST

/s/ Gregory J. Packer                                                   
Gregory J. Packer, as Trustee
Agreement and Plan of Merger

                                  by and Among

                             The Vincam Group, Inc.,

                                  Amstaff, Inc.

                                       and

                                Gregory J. Packer

                                       and

                         Gregory J. Packer, as Trustee,

                                  June 30, 1997
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     6

ARTICLE IV  REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDER  7
         SECTION 4.01  Organization and Qualification; No Subsidiaries 8
         SECTION 4.02  Articles of Incorporation; By-Laws     8
         SECTION 4.03  Capitalization       8
         SECTION 4.04  Authority; Enforceability     9
         SECTION 4.05  Noncontravention; Required Filings and Consents 9
         SECTION 4.06  Permits; Compliance  10
         SECTION 4.07  Reports; Financial Statements 10
         SECTION 4.08  Absence of Certain Changes or Events   12
         SECTION 4.09  Absence of Litigation13
         SECTION 4.10  Contracts; No Default14
         SECTION 4.11  Employee Benefit Plans; Labor Matters  15
         SECTION 4.12  Taxes        18
         SECTION 4.13  Intellectual Property Rights  20
         SECTION 4.14  Insurance    20
         SECTION 4.15  Brokers      21
         SECTION 4.16  Title to Properties  21
         SECTION 4.17  Notes and Accounts Receivable 22
         SECTION 4.18  Tax Payment and Direct Deposit Service 22
         SECTION 4.19  Related Parties      23
         SECTION 4.20  Employee Transfers   23
         SECTION 4.21  Expenses     23
         SECTION 4.22  Disclosure   23

ARTICLE V  REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER    24
         SECTION 5.01  Authority; Enforceability     24
         SECTION 5.02  Noncontravention     24
         SECTION 5.03  Investment   24
         SECTION 5.04  Company Shares.      25
         SECTION 5.05  Share Ownership      25
         SECTION 5.06  Disclosure   25

ARTICLE VI  REPRESENTATIONS AND WARRANTIESOF ACQUIROR  25
         SECTION 6.01  Organization and Qualification         25
         SECTION 6.02  Capitalization       26
         SECTION 6.03  Authority    26
         SECTION 6.04  No Conflict, Required Filings and Consents      27
         SECTION 6.05  Reports; Financial Statements 27
         SECTION 6.06  Absence of Certain Changes or Events   28
         SECTION 6.07  Brokers      28
         SECTION 6.08  Litigation   28

ARTICLE VII  COVENANTS RELATING TO CONDUCT OF BUSINESS 29
         SECTION 7.01  Affirmative Covenants of the Company   29
         SECTION 7.02  Negative Covenants of the Company      29
         SECTION 7.03  Access and Information        31

ARTICLE VIII  ADDITIONAL AGREEMENTS   32
         SECTION 8.01  Appropriate Action; Consents; Filings  33
         SECTION 8.02  Update Disclosure; Breaches   33
         SECTION 8.03  Affiliate Agreements; Tax Treatment    33
         SECTION 8.04  Public Announcements 33
         SECTION 8.05  NMS Listing  34
         SECTION 8.06  Survival of Representations and Warranties; 
                        Indemnification      34
         SECTION 8.07  Obligations of Acquiror Sub   35
         SECTION 8.08  Accounting Treatment 35
         SECTION 8.09  Good Faith   35
         SECTION 8.10  Publication of Post-Merger Results     36
         SECTION 8.11  Legend       36
         SECTION 8.12  Exclusive Remedy     36

ARTICLE IX        CLOSING CONDITIONS        36
         SECTION 9.01  Conditions to Obligations of Each Party Under This  
                        Agreement     36

ARTICLE X  TERMINATION; AMENDMENT     41
         SECTION 10.01  Termination 41
         SECTION 10.02  Effect of Termination        42
         SECTION 10.03  Fees and Expenses   42

ARTICLE XI  GENERAL PROVISIONS        43
         SECTION 11.01  Notices     43
         SECTION 11.02  Amendment   44
         SECTION 11.03  Waiver      44
         SECTION 11.04  Headings    44
         SECTION 11.05  Severability        44
         SECTION 11.06  Entire Agreement    44
         SECTION 11.07  Assignment  45
         SECTION 11.08  Parties in Interest 45
         SECTION 11.09  Governing Law; Venue45
         SECTION 11.10  Counterparts; Facsimile Signatures    45
         SECTION 11.11  Attorneys' Fees     45
EXHIBITS

Exhibit 2.02               Escrow Agreement
Exhibit 2.03               Registration Agreement
Exhibit 4.01               Company Disclosure Schedule
Exhibit 8.03               Affiliate Agreement
Exhibit 9.01(c)(xi)        Stock Purchase Agreements
Exhibit 9.01(c)(xii)       Promissory Note
Exhibit 9.01(c)(xvii)      Lease Agreements
SCHEDULES

Schedule