As filed with the Securities and Exchange Commission on May 3, 1999

                                            Registration No. 333_______________

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


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    Form S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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


                             ON-SITE SOURCING, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                        54-1648470
 (State or other jurisdiction of                          (I.R.S. employer
  incorporation or organization)                       identification number)

                         1111 N. 19th Street, 6th Floor
                            Arlington, Virginia 22209
                    (Address of Principal Executive Offices)

                                 (703) 276-1123
              (Registrant's telephone number, including area code)

                             1998 Stock Option Plan
                             1997 Stock Option Plan
                         Amended 1996 Stock Option Plan
                            (Full title of the plan)

                              Christopher J. Weiler
                                    President
                             On-Site Sourcing, Inc.
                         1111 N. 19th Street, 6th Floor
                            Arlington, Virginia 22209
                                 (703) 276-1123
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                 With a copy to:

                               David Charles, Esq.
                           Wilmer, Cutler & Pickering
                               2445 M Street, N.W.
                             Washington, D.C. 20037

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>

<S>                              <C>                         <C>              <C>                <C>             <C>              
                                                                              Proposed           Proposed       
                                         Title of                               Maximum           Maximum
                                        Securities             Amount          Offering          Aggregate          Amount of
                                           to be                to be            Price            Offering        Registration
         Name of Plan                   Registered           Registered        Per Share           Price               Fee
-------------------------------------------------------------------------------------------------------------------------------
1998 Stock Option Plan           Common Stock, par             700,000             2.46      $   575,192 (1)          $159.90
(the "1998 SOP")                 value $0.01 per share      

1997 Stock Option Plan           Common Stock, par             500,000             2.46       $1,229,161 (2)          $341.71
(the "1997 SOP")                 value $0.01 per share      

Amended 1996 Stock Option        Common Stock, par             242,000             2.46       $1,720,087 (3)          $478.19
Plan (the "1996 SOP")            value $0.01 per share

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

</TABLE>

(1)      In accordance  with Rule 457(c) and (h), the aggregate  offering  price
         and the amount of the  registration  fee are  computed on the basis (a)
         for 7,033 ungranted  options  issuable  pursuant to the 1998 SOP, a per
         share exercise price of $2.188 per share, which is equal to the average
         of the high and low prices reported in the Nasdaq Stock Market on April
         28, 1999, and (b) for 692,967 options  previously  granted  pursuant to
         the 1998 SOP, the weighted  average per share  exercise  price of $2.46
         per share.

(2)      In accordance  with Rule 457(c) and (h), the aggregate  offering  price
         and the amount of the  registration  fee are  computed on the basis (a)
         for 3,085 ungranted  options  issuable  pursuant to the 1997 SOP, a per
         share exercise price of $2.188 per share, which is equal to the average
         of the high and low prices reported in the Nasdaq Stock Market on April
         28, 1999, and (b) for 492,967 options  previously  granted  pursuant to
         the 1997 SOP, the weighted  average per share  exercise  price of $2.46
         per share.

(3)      In accordance  with Rule 457(c) and (h), the aggregate  offering  price
         and the amount of the  registration  fee are  computed on the basis (a)
         for 74,000 ungranted  options issuable  pursuant to the 1996 SOP, a per
         share exercise price of $2.188 per share, which is equal to the average
         of the high and low prices reported in the Nasdaq Stock Market on April
         28, 1999, and (b) for 168,000 options  previously  granted  pursuant to
         the 1996 SOP, the weighted  average per share  exercise  price of $2.46
         per share.

                                      - 1 -
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Note: The document(s)  containing the information required by Item 1 of
Form S-8 and the statement of  availability  of registrant  information  and any
other  information  required  by Item 2 of Form  S-8  will be sent or  given  to
participants  as  specified  by Rule 428 under the  Securities  Act of 1933,  as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such  documents  are not being filed with the  Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as  prospectuses  or  prospectus  supplements  pursuant to Rule 424
under the  Securities  Act.  On-Site  Sourcing,  Inc. (the  "Registrant"  or the
"Company")  shall  maintain  a file of such  documents  in  accordance  with the
provisions  of  Rule  428.  Upon  request,  the  Registrant  shall  furnish  the
Commission  or its staff a copy or copies of all of the  documents  included  in
such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.   Incorporation of Documents by Reference

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (c) below.  In addition,  all  documents  subsequently  filed by the
Company  pursuant  to  Section  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act") (prior to filing of a
Post-Effective  Amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining unsold) shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

         (a) The Company's  Report on Form 10-KSB for the period ended  December
31, 1998.

         (b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since September 30, 1998.

         (c) The description of the Company's Common Stock which is incorporated
by  reference in the  Prospectus  on Form 424B4 filed by the Company on July 11,
1997,  including  any amendment or report filed for the purpose of updating such
description.

         Item 4.   Description of Securities

         Not Applicable.

         Item 5.   Interests of Named Experts and Counsel

         Not Applicable

                                      - 2 -
<PAGE>

        Item 6.   Indemnification of Directors and Officers

         As permitted by the Delaware  General  Corporation Law, the Company has
included in its  Certificate  of  Incorporation  a provision  to  eliminate  the
personal  liability of its directors for monetary  damages for breach or alleged
breach of their fiduciary duties as directors, subject to certain exceptions. In
addition,  the bylaws of the  Company  provide  that the  Company is required to
indemnify  its  officers  and  directors,  employees  and agents  under  certain
circumstances,  including those  circumstances  in which  indemnification  would
otherwise be  discretionary,  and the Company is required to advance expenses to
its officers and directors as incurred in connection  with  proceedings  against
them for which they may be  indemnified.  The bylaws  provide  that the Company,
among other things,  will indemnify  such officers and directors,  employees and
agents against certain  liabilities  that may arise by reason of their status or
service as directors,  officers,  or employees (other than  liabilities  arising
from willful  misconduct of a culpable  nature),  and to advance their  expenses
incurred as a result of any  proceeding  against  them as to which they could be
indemnified.  At present,  the Company is not aware of any pending or threatened
litigation or proceeding involving a director, officer, employee or agent of the
Company in which  indemnification  would be required or  permitted.  The Company
believes  that  its  charter  provisions  and  indemnification   agreements  are
necessary to attract and retain qualified persons as directors and officers.

         Item 7.   Exemption from Registration Claimed

         Not Applicable.

         Item 8.   Exhibits

         The  Exhibit  Index   attached  to  this   registration   statement  is
incorporated herein by reference.

         Item 9.   Undertakings

         The undersigned Registrant hereby undertakes the following:

         (a)      The undersigned Registrant hereby undertakes:

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

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

                  (ii)             To  reflect in the  prospectus  any facts or
                                   events  arising after the effective  date of
                                   the  registration  statement  (or  the  most
                                   recent  post-effective   amendment  thereof)
                                   which,  individually  or in  the  aggregate,
                                   represent  a   fundamental   change  in  the
                                   information  set  forth in the  registration
                                   statement;

                  (iii)            To include  any  material  information  with
                                   respect  to the  plan  of  distribution  not
                                   previously  disclosed  in  the  registration
                                   statement  or any  material  change  to such
                                   information in the registration statement;

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section  13 or  section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the registration statement.

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

                                      - 3 -
<PAGE>
                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

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

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


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




                                      - 4 -

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Arlington, Virginia on the 26th day of April, 1999.

                                               On-Site Sourcing, Inc.

                                               By:  /s/  Christopher J. Weiler
                                               ---------------------------------
                                               Christopher J. Weiler
                                               Chairman of the Board, Chief
                                               Executive Officer and President


                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below under the heading  "Signature"  constitutes  and appoints  Christopher J.
Weiler and Alfred T. Duncan as his true and lawful  attorney-in-fact each acting
alone,  with full power of substitution and  resubstitution,  for him and in his
name,  place and stead,  in any and all capacities to sign any or all amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  full power and  authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
for all  intents and  purposes as he or she might or could do in person,  hereby
ratifying and  confirming  all that said  attorney-in-fact,  or his  substitute,
acting alone, may lawfully do or cause to be done by virtue hereof.

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


         Signature                     Title                           Date

/s/ Christopher J. Weiler     Chairman of the Board, Chief        April 26, 1999
-------------------------     Executive Officer and President
  Christopher J. Weiler       (Principal Executive Officer)

/s/ Alfred T. Duncan          Executive Vice President,
-------------------------     Chief Financial Officer and         April 26, 1999
  Alfred T. Duncan            Secretary (Principal Financial
                              and Accounting Officer)

/s/ Allen C. Outlaw           Director                            April 26, 1999
-------------------------
  Allen C. Outlaw

                                      - 5 -
<PAGE>


        Signature                      Title                          Date

/s/ Lance Waagner             Director                            April 26, 1999
------------------------
   Lance Waagner

/s/ Charles B. Millar         Director                            April 26, 1999
------------------------
   Charles B. Millar

/s/ Jorge R. Forgues          Director                            April 26, 1999
-------------------------
   Jorge R. Forgues


                                      - 6 -
<PAGE>

                                  EXHIBIT INDEX


Exhibit
Number      Description
-------------------------
4*         1998 Stock Option Plan

4.1**      1997 Stock Option Plan

4.2***     Amended 1996 Stock Option Plan

5          Opinion of Wilmer, Cutler & Pickering, as to the legality of the
           securities being registered

23         Consent of Reznick Fedder & Silverman, PC, as independent public
           accountant

24         Power of attorney (included on signature pages of this Registration 
           Statement)

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

*      Incorporated herein by reference to the Schedule 14A (File No. 000-20947)
       as filed with the Commission on December 1, 1998.

**     Incorporated herein by reference to Exhibit 10.23 to the Form SB-2 Post 
       Effective Amendment Number 1 as filed with the Commission on February 18,
       1997.

***    Incorporated herein by reference to Exhibit 10.24 to the Form SB-2 Post
       Effective Amendment Number 1 as filed with the Commission on February 18,
       1997.

                                                     - 7 -
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19101}]
{"company-data": {"conformed-name": "ON SITE SOURCING INC", "cik": "0001012141", "assigned-sic": "8742", "irs-number": "541648470", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77625", "film-number": "99609306"}, "business-address": {"street1": "1111 NORTH 19TH ST", "street2": "STE 600", "city": "ARLINGTON", "state": "VA", "zip": "22209", "phone": "7032761123"}, "mail-address": {"street1": "1111 NORTH 19TH STREET", "street2": "SUITE 600", "city": "ARLINGTON", "state": "VA", "zip": "22209"}}
As filed with the Securities and Exchange Commission on May 3, 1999

                                            Registration No. 333_______________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    Form S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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

                             ON-SITE SOURCING, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                        54-1648470
 (State or other jurisdiction of                          (I.R.S. employer
  incorporation or organization)                       identification number)

                         1111 N. 19th Street, 6th Floor
                            Arlington, Virginia 22209
                    (Address of Principal Executive Offices)

                                 (703) 276-1123
              (Registrant's telephone number, including area code)

                             1998 Stock Option Plan
                             1997 Stock Option Plan
                         Amended 1996 Stock Option Plan
                            (Full title of the plan)

                              Christopher J. Weiler
                                    President
                             On-Site Sourcing, Inc.
                         1111 N. 19th Street, 6th Floor
                            Arlington, Virginia 22209
                                 (703) 276-1123
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                 With a copy to:

                               David Charles, Esq.
                           Wilmer, Cutler & Pickering
                               2445 M Street, N.W.
                             Washington, D.C. 20037

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

                         CALCULATION OF REGISTRATION FEE
Proposed           Proposed       
                                         Title of                               Maximum           Maximum
                                        Securities             Amount          Offering          Aggregate          Amount of
                                           to be                to be            Price            Offering        Registration
         Name of Plan                   Registered           Registered        Per Share           Price               Fee
-------------------------------------------------------------------------------------------------------------------------------
1998 Stock Option Plan           Common Stock, par             700,000             2.46      $   575,192 (1)          $159.90
(the "1998 SOP")                 value $0.01 per share      

1997 Stock Option Plan           Common Stock, par             500,000             2.46       $1,229,161 (2)          $341.71
(the "1997 SOP")                 value $0.01 per share      

Amended 1996 Stock Option        Common Stock, par             242,000             2.46       $1,720,087 (3)          $478.19
Plan (the "1996 SOP")            value $0.01 per share

-------------------------------------------------------------------------------------------------------------------------------
(1)      In accordance  with Rule 457(c) and (h), the aggregate  offering  price
         and the amount of the  registration  fee are  computed on the basis (a)
         for 7,033 ungranted  options  issuable  pursuant to the 1998 SOP, a per
         share exercise price of $2.188 per share, which is equal to the average
         of the high and low prices reported in the Nasdaq Stock Market on April
         28, 1999, and (b) for 692,967 options  previously  granted  pursuant to
         the 1998 SOP, the weighted  average per share  exercise  price of $2.46
         per share.

(2)      In accordance  with Rule 457(c) and (h), the aggregate  offering  price
         and the amount of the  registration  fee are  computed on the basis (a)
         for 3,085 ungranted  options  issuable  pursuant to the 1997 SOP, a per
         share exercise price of $2.188 per share, which is equal to the average
         of the high and low prices reported in the Nasdaq Stock Market on April
         28, 1999, and (b) for 492,967 options  previously  granted  pursuant to
         the 1997 SOP, the weighted  average per share  exercise  price of $2.46
         per share.

(3)      In accordance  with Rule 457(c) and (h), the aggregate  offering  price
         and the amount of the  registration  fee are  computed on the basis (a)
         for 74,000 ungranted  options issuable  pursuant to the 1996 SOP, a per
         share exercise price of $2.188 per share, which is equal to the average
         of the high and low prices reported in the Nasdaq Stock Market on April
         28, 1999, and (b) for 168,000 options  previously  granted  pursuant to
         the 1996 SOP, the weighted  average per share  exercise  price of $2.46
         per share.

                                      - 1 -
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Note: The document(s)  containing the information required by Item 1 of
Form S-8 and the statement of  availability  of registrant  information  and any
other  information  required  by Item 2 of Form  S-8  will be sent or  given  to
participants  as  specified  by Rule 428 under the  Securities  Act of 1933,  as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such  documents  are not being filed with the  Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as  prospectuses  or  prospectus  supplements  pursuant to Rule 424
under the  Securities  Act.  On-Site  Sourcing,  Inc. (the  "Registrant"  or the
"Company")  shall  maintain  a file of such  documents  in  accordance  with the
provisions  of  Rule  428.  Upon  request,  the  Registrant  shall  furnish  the
Commission  or its staff a copy or copies of all of the  documents  included  in
such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.   Incorporation of Documents by Reference

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (c) below.  In addition,  all  documents  subsequently  filed by the
Company  pursuant  to  Section  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act") (prior to filing of a
Post-Effective  Amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining unsold) shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

         (a) The Company's  Report on Form 10-KSB for the period ended  December
31, 1998.

         (b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since September 30, 1998.

         (c) The description of the Company's Common Stock which is incorporated
by  reference in the  Prospectus  on Form 424B4 filed by the Company on July 11,
1997,  including  any amendment or report filed for the purpose of updating such
description.

         Item 4.   Description of Securities

         Not Applicable.

         Item 5.   Interests of Named Experts and Counsel

         Not Applicable

                                      - 2 -
Item 6.   Indemnification of Directors and Officers

         As permitted by the Delaware  General  Corporation Law, the Company has
included in its  Certificate  of  Incorporation  a provision  to  eliminate  the
personal  liability of its directors for monetary  damages for breach or alleged
breach of their fiduciary duties as directors, subject to certain exceptions. In
addition,  the bylaws of the  Company  provide  that the  Company is required to
indemnify  its  officers  and  directors,  employees  and agents  under  certain
circumstances,  including those  circumstances  in which  indemnification  would
otherwise be  discretionary,  and the Company is required to advance expenses to
its officers and directors as incurred in connection  with  proceedings  against
them for which they may be  indemnified.  The bylaws  provide  that the Company,
among other things,  will indemnify  such officers and directors,  employees and
agents against certain  liabilities  that may arise by reason of their status or
service as directors,  officers,  or employees (other than  liabilities  arising
from willful  misconduct of a culpable  nature),  and to advance their  expenses
incurred as a result of any  proceeding  against  them as to which they could be
indemnified.  At present,  the Company is not aware of any pending or threatened
litigation or proceeding involving a director, officer, employee or agent of the
Company in which  indemnification  would be required or  permitted.  The Company
believes  that  its  charter  provisions  and  indemnification   agreements  are
necessary to attract and retain qualified persons as directors and officers.

         Item 7.   Exemption from Registration Claimed

         Not Applicable.

         Item 8.   Exhibits

         The  Exhibit  Index   attached  to  this   registration   statement  is
incorporated herein by reference.

         Item 9.   Undertakings

         The undersigned Registrant hereby undertakes the following:

         (a)      The undersigned Registrant hereby undertakes:

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

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

                  (ii)             To  reflect in the  prospectus  any facts or
                                   events  arising after the effective  date of
                                   the  registration  statement  (or  the  most
                                   recent  post-effective   amendment  thereof)
                                   which,  individually  or in  the  aggregate,
                                   represent  a   fundamental   change  in  the
                                   information  set  forth in the  registration
                                   statement;

                  (iii)            To include  any  material  information  with
                                   respect  to the  plan  of  distribution  not
                                   previously  disclosed  in  the  registration
                                   statement  or any  material  change  to such
                                   information in the registration statement;

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section  13 or  section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the registration statement.

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

                                      - 3 -
(3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

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

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

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

                                      - 4 -
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Arlington, Virginia on the 26th day of April, 1999.

                                               On-Site Sourcing, Inc.

                                               By:  /s/  Christopher J. Weiler
                                               ---------------------------------
                                               Christopher J. Weiler
                                               Chairman of the Board, Chief
                                               Executive Officer and President

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below under the heading  "Signature"  constitutes  and appoints  Christopher J.
Weiler and Alfred T. Duncan as his true and lawful  attorney-in-fact each acting
alone,  with full power of substitution and  resubstitution,  for him and in his
name,  place and stead,  in any and all capacities to sign any or all amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  full power and  authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
for all  intents and  purposes as he or she might or could do in person,  hereby
ratifying and  confirming  all that said  attorney-in-fact,  or his  substitute,
acting alone, may lawfully do or cause to be done by virtue hereof.

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

         Signature                     Title                           Date

/s/ Christopher J. Weiler     Chairman of the Board, Chief        April 26, 1999
-------------------------     Executive Officer and President
  Christopher J. Weiler       (Principal Executive Officer)

/s/ Alfred T. Duncan          Executive Vice President,
-------------------------     Chief Financial Officer and         April 26, 1999
  Alfred T. Duncan            Secretary (Principal Financial
                              and Accounting Officer)

/s/ Allen C. Outlaw           Director                            April 26, 1999
-------------------------
  Allen C. Outlaw

                                      - 5 -
Signature                      Title                          Date

/s/ Lance Waagner             Director                            April 26, 1999
------------------------
   Lance Waagner

/s/ Charles B. Millar         Director                            April 26, 1999
------------------------
   Charles B. Millar

/s/ Jorge R. Forgues          Director                            April 26, 1999
-------------------------
   Jorge R. Forgues

                                      - 6 -
EXHIBIT INDEX

Exhibit
Number      Description
-------------------------
4*         1998 Stock Option Plan

4.1**      1997 Stock Option Plan

4.2***     Amended 1996 Stock Option Plan

5          Opinion of Wilmer, Cutler & Pickering, as to the legality of the
           securities being registered

23         Consent of Reznick Fedder & Silverman, PC, as independent public
           accountant

24         Power of attorney (included on signature pages of this Registration 
           Statement)

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

*      Incorporated herein by reference to the Schedule 14A (File No. 000-20947)
       as filed with the Commission on December 1, 1998.

**     Incorporated herein by reference to Exhibit 10.23 to the Form SB-2 Post 
       Effective Amendment Number 1 as filed with the Commission on February 18,
       1997.

***    Incorporated herein by reference to Exhibit 10.24 to the Form SB-2 Post
       Effective Amendment Number 1 as filed with the Commission on February 18,
       1997.

                                                     - 7 -