AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 10, 1998

REGISTRATION NO. 333-

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SECURITIES AND EXCHANGE COMMISSION

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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

WORK INTERNATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

TEXAS 7363 76-0547157
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
700 LOUISIANA, SUITE 3900
HOUSTON, TEXAS 77002
PHONE: (713) 228-9675
FAX: (713) 225-6104

(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

B. GARFIELD FRENCH
WORK INTERNATIONAL CORPORATION
700 LOUISIANA, SUITE 3900
HOUSTON, TEXAS 77002
PHONE: (713) 228-9675
FAX: (713) 225-6104

(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

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With copies to:

ROBERT G. REEDY JOHN J. KELLEY III
PORTER & HEDGES, L.L.P. KING & SPALDING
700 LOUISIANA, 35TH FLOOR 191 PEACHTREE STREET, N.E.
HOUSTON, TEXAS 77002-2764 ATLANTA, GEORGIA 30303-1763
PHONE: (713) 226-0674 PHONE: (404) 572-4600
FAX: (713) 226-0274 FAX: (404) 572-5100

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED PRICE(1)(2) REGISTRATION FEE
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Common Stock, $.001 par value per
share................................. $96,552,092 $28,483
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(1) In accordance with Rule 457(o) under the Securities Act of 1933, the
number of shares being registered and the proposed maximum offering price
per share are not included in this table.
(2) Estimated solely for the purpose of calculating the registration fee.

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

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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JULY 10, 1998

6,458,334 SHARES

[LOGO TO COME]

WORK INTERNATIONAL CORPORATION

COMMON STOCK

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All of the 6,458,334 shares of common stock, par value $.001 per share (the
"Common Stock"), offered hereby (the "Offering") are being offered by WORK
International Corporation (the "Company" or "WORK").

Prior to the Offering, there has been no public market for the Common Stock.
The Company and the Underwriters currently estimate that the initial public
offering price will be between $11.00 and $13.00 per share. See "Underwriting"
for a discussion of the factors they will consider in determining the initial
public offering price. The Company has applied to have the Common Stock
approved for listing on the New York Stock Exchange under the symbol "WOR."

SEE "RISK FACTORS" BEGINNING ON PAGE 9 FOR CERTAIN INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY.

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

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PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT (1) COMPANY (2)
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Per Share..................................... $ $ $
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Total(3)...................................... $ $ $

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(1) See "Underwriting" for information concerning indemnification of the
Underwriters and other matters.
(2) Before deducting offering expenses payable by the Company, estimated at
$3,945,000.
(3) The Company has granted the Underwriters a 30-day option to purchase up to
968,750 additional shares of Common Stock solely to cover over-allotments,
if any. If such option is exercised in full, the total Price to Public,
Underwriting Discount and Proceeds to Company will be $ , $ and $ ,
respectively. See "Underwriting."

The shares of Common Stock are offered by the several Underwriters named
herein, subject to prior sale when, as and if received and accepted by the
Underwriters, subject to their right to reject orders, in whole or in part, and
to certain other conditions. It is expected that delivery of the certificates
will be made against payment therefor at the offices of The Robinson-Humphrey
Company, LLC, Atlanta, Georgia on or about , 1998.

THE ROBINSON-HUMPHREY COMPANY

J.C. BRADFORD & CO.

ABN AMRO INCORPORATED

, 1998

[MAP OF GEOGRAPHIC COVERAGE TO COME]

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK.
SUCH TRANSACTIONS MAY INCLUDE THE PURCHASE OF SHARES OF COMMON STOCK FOLLOWING
THE PRICING OF THIS OFFERING TO COVER A SYNDICATE SHORT POSITION IN THE COMMON
STOCK OR FOR THE PURPOSE OF MAINTAINING THE PRICE OF THE COMMON STOCK, AND THE
IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"UNDERWRITING."

PROSPECTUS SUMMARY

Simultaneous with and as a condition of the Offering, the Company plans to
acquire, in separate transactions (collectively, the "Acquisitions"), in
exchange for consideration including shares of its Common Stock, 16 staffing
services firms (collectively, the "Founding Companies"). See "The Company."
Unless otherwise indicated by the context, references herein to (i) "WORK" mean
WORK International Corporation, and (ii) the "Company" mean WORK and the
Founding Companies, after giving effect to the Acquisitions.

The following summary is qualified in its entirety by the detailed
information and financial statements, including the notes thereto, appearing
elsewhere in this Prospectus. Unless otherwise indicated, the information in
this Prospectus (i) gives effect to the Acquisitions, (ii) assumes the
Underwriters do not exercise their over-allotment option, (iii) assumes an
initial public offering price of $12.00 per share (the midpoint of the range of
estimated initial public offering prices set forth on the cover page of this
Prospectus) and (iv) gives effect to a 1.995192-for-one reverse split of Common
Stock (the "Reverse Stock Split") effected on July 10, 1998.

COMPANY SUMMARY

The Company was founded in 1997 to become a leading domestic and
international provider of diversified staffing and outsourcing services. Upon
completion of the Offering, WORK will acquire the 16 Founding Companies which
on average have been in business for approximately 16 years. After the
Offering, the Company will operate 49 offices in 13 states and the District of
Columbia in addition to an office in Toronto, Canada. The Company's pro forma
1997 revenues and income from operations were $168.1 million and $13.3 million,
respectively, and the Company's 1997 pro forma gross margin was 32%.
Furthermore, combined historical revenues of the Founding Companies grew at a
compounded annual rate of 32% from 1995 to 1997.

The Company offers a broad range of staffing and outsourcing services to
numerous industries and focuses on high margin, high growth accounts. The
Company's staffing and outsourcing services are divided into two general
operating groups: Specialty Services and Business Support Services. Specialty
Services include Information Technology ("IT") Services and Other Specialty
Services. IT Services include offering computer programming, network support,
personal computer help desk, software engineering and systems analysis and
design personnel. Other Specialty Services include offering legal, financial,
human resources, specialty medical and call center personnel, as well as other
professionals on a project basis to clients. Business Support Services
primarily includes offering high-end office/clerical support personnel. The
Company also provides permanent placement, outsourcing and training services to
its clients. Specialty Services contributed 51% of the Company's 1997 pro forma
revenue, which was comprised of 30% and 70% for IT Services and Other Specialty
Services, respectively. Business Support Services contributed 49% of the
Company's pro forma revenue for 1997.

The Company is targeting IT Services and Other Specialty Services, such as
legal and financial staffing, because the Company believes that these segments
offer among the most attractive growth rates and margins in the staffing
industry. Moreover, the Company is focused on certain specialty niche areas
such as providing human resources specialists and biostatisticians, because the
Company believes that such niche services are subject to less competition and
can be developed into substantial business units for the Company.

While the Company intends to emphasize IT Services and Other Specialty
Services in its growth strategy, the Company believes that there are important
advantages to having certain Business Support Services included in its Founding
Company group. In addition to attractive margins and growth rates, the Founding
Companies in Business Support Services provide the Company with significant
operations in certain key metropolitan markets and, in many cases, a well-
developed management and systems infrastructure. Accordingly, WORK acquired the
companies offering Business Support Services primarily as "platform" companies
for the entry into desirable geographic markets and for cross-selling of IT
Services and Other Specialty Services. The Company intends to

use the infrastructure of its platform companies to support the entry of IT
Services and Other Specialty Services into new markets.

The Company intends to implement its operating and acquisition strategies to
build upon the strong historical growth and strong margins of the Founding
Companies.

KEY ELEMENTS OF THE COMPANY'S OPERATING STRATEGY ARE TO:

. Focus on high margin, high growth service offerings

. Introduce and cross-sell specialty services

. Adopt best practices, policies and procedures

. Maintain decentralized management

. Provide strong incentives to management

KEY ELEMENTS OF THE COMPANY'S ACQUISITION STRATEGY ARE TO:

. Selectively acquire high margin, high growth companies

. Maintain separate acquisition team

. Capitalize on status of Company as attractive acquiror

. Leverage industry reputation and contacts of senior management

The Company recognizes the importance of effectively integrating the
operations of the Founding Companies as well as the operations of companies
acquired in the future. The Company has established a separate integration team
to create and implement corporate policies and procedures established for the
operational and financial reporting systems of the Founding Companies and any
subsequent acquisitions. While the Company is developing its integration
policies and procedures, the Company will rely on the Founding Companies'
existing systems and will standardize these systems as soon as practicable with
minimal interruption to its business operations.

The Company is a Texas corporation with its principal executive offices
located at 700 Louisiana, Suite 3900, Houston, Texas 77002, and its telephone
number is (713) 228-9675.

THE OFFERING

Common Stock offered by the
Company........................ 6,458,334 shares
Common Stock to be Outstanding
after the
Offering(1).................... 14,316,327 shares
Use of Proceeds................. To pay the cash portion of the purchase price
for the Founding Companies, to repay
indebtedness of the Founding Companies and for
general corporate purposes including working
capital. See "Use of Proceeds" and "Certain
Transactions."
Proposed New York Stock Exchange
symbol......................... "WOR"

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(1) The number of shares estimated to be outstanding on completion of this
Offering consists of (i) 905,718 shares issued by WORK prior to the
Offering, (ii) 6,438,540 shares to be issued as consideration in the
Acquisitions; (iii) 513,735 shares issued on the automatic conversion of
WORK's Series A Preferred Stock and Series B Preferred Stock (collectively,
the "Preferred Stock") on completion of this Offering; and (iv) the
6,458,334 shares being offered hereby. Such share number does not include
an aggregate of 1,318,000 shares subject to options to be granted upon
completion of the Offering under the Company's 1998 Incentive Plan (the
"Incentive Plan"), which will have an exercise price equal to the initial
public offering price per share. See "Management--Incentive Plan" and
"Certain Transactions--Organization of WORK."

RISK FACTORS

An investment in the shares of Common Stock involves significant risks that a
potential investor should consider carefully. See "Risk Factors" beginning on
page 9 for certain information that should be considered by prospective
purchasers of the Common Stock offered hereby.

SUMMARY PRO FORMA COMBINED FINANCIAL INFORMATION

WORK will acquire the Founding Companies simultaneously with and as a
condition to the consummation of this Offering. For financial statement
presentation purposes, Sparks Personnel Services, Inc., and its affiliated
companies, Sparks Associates, Inc. and Customer Care Solutions, L.L.C.
(collectively, "Sparks") has been identified as the accounting acquirer. The
following summary unaudited pro forma financial information presents certain
data for the Company, as adjusted for (i) the effects of the Acquisitions on a
historical basis, (ii) the effects of certain pro forma adjustments to the
historical financial statements, (iii) the consummation of this Offering and
the application of the net proceeds therefrom, and (iv) the Reverse Stock
Split. The pro forma financial data of the Company do not purport to represent
what the Company's results of operations or financial position actually would
have been had these events, in fact, occurred on the date or at the beginning
of the period indicated, nor are they intended to project the Company's results
of operations or financial position for any future date or period. See
"Selected Historical and Pro Forma Combined Financial Data" and the Unaudited
Pro Forma Combined Financial Statements and the notes thereto included
elsewhere in this Prospectus.

PRO FORMA COMBINED
----------------------------------------
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31, 1997 MARCH 31, 1998
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($ IN THOUSANDS, EXCEPT PER SHARE
DATA)

STATEMENT OF OPERATIONS DATA(1):
Revenues.............................. $ 168,147 $ 45,345
Cost of services...................... 113,794 30,690
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Gross profit.......................... 54,353 14,655
Selling, general and administrative
expenses(2).......................... 38,070 10,373
Amortization of goodwill(3)........... 2,941 735
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Income from operations................ 13,342 3,547
Other income (expense), net........... 268 72
Interest expense(4)................... 7 2
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Income before provision for income
taxes................................ 13,603 3,617
Provision for income taxes(5)......... 6,734 1,741
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Net income............................ $ 6,869 $ 1,876
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Net income per share--basic and
diluted.............................. $ .48 $ .13
========== ==========
Shares used in computing pro forma net
income per share(6).................. 14,316,327 14,316,327
========== ==========
OTHER DATA:
EBITDA(7)............................. $ 17,335 $ 4,540
EBITDA margin......................... 10.3% 10.0%
Gross margin.......................... 32.3% 32.3%

AT MARCH 31, 1998
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PRO FORMA AS
COMBINED ADJUSTED(9)
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(IN THOUSANDS)

BALANCE SHEET DATA(8):
Working capital.......................................... $(66,231) $ 2,327
Total assets............................................. 134,702 135,381
Total debt, including current portion.................... 67,585 134
Stockholders' equity..................................... 54,854 122,984

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(1) Assumes the Acquisitions and the Offering were completed on January 1,
1997.
(2) The pro forma combined statements of operations data include the effect (i)
of a reduction of approximately $7.4 million and $0.8 million in
compensation and benefits for the periods ended December 31, 1997 and March
31, 1998, respectively, as agreed to as part of the purchase agreements by
the owners of the Founding Companies on a prospective basis; and (ii) the
elimination of a non-cash, non-recurring compensation charge of
approximately $7.4 million by the Company for the year ended December 31,
1997 offset by a charge of $0.8 million for incremental salary and
administration expenses.
(3) Reflects amortization of the goodwill to be recorded as a result of the
Acquisitions amortized over a 40-year period and computed on the basis
described in Note 3 of Notes to Unaudited Pro Forma Combined Financial
Statements.
(4) Reflects the effect of the elimination of the assumed debt of the Founding
Companies resulting from the repayment of such debt with a portion of the
proceeds from the Offering.
(5) Assumes all income is subject to an effective corporate tax rate of 40% and
the non-deductibility of goodwill.
(6) Computed on a basis described in the Unaudited Pro Forma Combined Financial
Statements.

(7) Represents earnings before interest, income taxes, depreciation and
amortization ("EBITDA"). Based on its experience in the industry, the
Company believes that EBITDA is an important tool for measuring the
performance of companies in the industry (including potential acquisition
targets) in several areas such as liquidity, operating performance and
leverage. In addition, lenders use EBITDA as a criterion in evaluating
companies in the industry. The EBITDA measure for the Company may not be
consistent with similarly titled measures for other companies. EBITDA
should not be considered as an alternative to operating or net income (as
determined in accordance with generally accepted accounting principles) as
an indicator of the Company's performance or to cash flow from operations
(as determined in accordance with generally accepted accounting principles)
as a measure of liquidity. See the historical statements of cash flows
included herein and "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Combined and Selected Founding
Companies" for discussion of other measures of performance determined in
accordance with generally accepted accounting principles and the Company's
sources and applications of cash flow.
(8) The pro forma combined balance sheet data (i) assume the Acquisitions
occurred on March 31, 1998; (ii) include the effect of assets distributed
to owners of certain of the Founding Companies; and (iii) gives effect to a
liability for the cash consideration of $66,850,000 to be paid in
connection with the Acquisitions.
(9) Adjusted for the sale of 6,458,334 shares of Common Stock offered hereby
and the application of the net proceeds therefrom. See "Use of Proceeds."

SUMMARY HISTORICAL INDIVIDUAL FOUNDING COMPANY FINANCIAL DATA

The following table presents certain summary historical statement of
operations data of the Founding Companies for the fiscal years 1995, 1996 and
1997, and the three months ended March 31, 1997 and 1998. The statements of
operations data presented below have been derived for certain of the Founding
Companies and certain of the periods from the historical financial statements
of such Founding Companies, included elsewhere in this Prospectus. Also, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Combined and Selected Founding Companies."

THREE MONTHS
FISCAL YEAR ENDED MARCH 31,
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1995 1996 1997 1997 1998
------- ------- ------- ------- --------
(DOLLARS IN THOUSANDS)

SPECIALTY SERVICES COMPANIES:
IT SERVICES COMPANIES:
PCN:
Revenue............................ $ 9,236 $ 9,902 $11,286 $ 2,602 $ 3,391
Gross Profit....................... 2,331 3,031 3,901 885 1,110
ABSOLUTELY/BOTAL:
Revenue............................ 5,390 5,988 10,409 2,069 3,091
Gross Profit....................... 2,096 2,216 3,489 734 1,042
TASK:
Revenue............................ 4,364 5,239 6,267 1,802 1,911
Gross Profit....................... 1,523 1,808 2,148 627 691
OTHER SPECIALTY SERVICES COMPANIES:
SMITH HANLEY:
Revenue............................ $ 7,315 $11,943 $16,321 $ 4,042 $ 4,044
Gross Profit....................... 6,598 9,397 11,770 3,060 2,687
WSI:
Revenue............................ 2,150 4,000 5,728 1,210 1,551
Gross Profit....................... 616 1,186 1,856 376 491
BENETEMPS:
Revenue............................ 2,839 3,712 4,115 916 1,093
Gross Profit....................... 1,047 1,054 1,047 240 282
LAW PROS:
Revenue............................ 740 1,438 3,931 663 673
Gross Profit....................... 214 435 1,228 215 250
LAW RESOURCES:
Revenue............................ 4,367 3,593 3,492 724 984
Gross Profit....................... 1,876 1,697 1,436 299 444
AIM:
Revenue............................ 2,339 2,264 2,781 639 760
Gross Profit....................... 761 795 918 202 247
CONTRACT HEALTH:
Revenue............................ 755 1,163 2,100 435 560
Gross Profit....................... 197 318 588 122 141
BUSINESS SUPPORT SERVICES COMPANIES:
BURNETT:
Revenue............................ $23,871 $30,377 $41,201 $ 9,513 $ 10,995
Gross Profit....................... 6,466 8,225 10,529 2,306 2,962
SPARKS:
Revenue............................ 15,777 22,644 27,124 6,896 7,168
Gross Profit....................... 4,528 6,046 7,520 1,871 2,052
CORELINK:
Revenue............................ 5,375 6,148 11,167 2,136 2,961
Gross Profit....................... 1,536 1,509 2,407 460 709
TOSI:
Revenue............................ 4,893 6,868 9,484 2,344 3,147
Gross Profit....................... 1,052 1,439 2,195 525 721
ACCESS:
Revenue............................ 5,173 8,867 8,558 2,233 1,915
Gross Profit....................... 1,287 2,122 2,132 506 511
CORE:
Revenue............................ 2,050 2,802 4,185 955 1,100
Gross Profit....................... 641 925 1,190 274 317

RISK FACTORS

In addition to the other information in this Prospectus, prospective
purchasers of the Common Stock offered hereby should consider carefully the
following factors before deciding to invest in the Common Stock. To the extent
this Prospectus contains certain forward-looking statements, actual results
could differ materially from those projected in the forward-looking statements
as a result of any number of factors, including the risk factors set forth
below and elsewhere in this Prospectus.

ABSENCE OF COMBINED OPERATING HISTORY; RISKS OF INTEGRATING FOUNDING COMPANIES
AND ACQUIRED BUSINESSES

WORK has conducted no operations to date other than in connection with this
Offering and its pending acquisitions of the Founding Companies in separate
transactions. The Founding Companies have operated, and will continue to
operate prior to the closing of the Acquisitions, as separate, independent
businesses and there can be no assurance that the Company will be able to
integrate the operations of these businesses successfully or to institute the
necessary systems and procedures, including accounting and financial reporting
systems, to manage the combined enterprise on a profitable basis and to report
the results of operations of the combined entities on a timely basis. The
management group has been assembled only recently and there can be no
assurance that the management group will be able to oversee the combined
companies and effectively implement the Company's operating and internal
growth, acquisition or integration strategies. The pro forma combined
financial statements of the Company cover periods when the Founding Companies
and WORK were not under common control or management and may not be indicative
of the Company's future financial or operating results. The Company will
initially rely on the separate systems of each of the Founding Companies, but
the success of the Company will depend, in part, on the extent to which the
Company is able to centralize and integrate necessary systems and functions,
including operational and financial reporting systems, among the Founding
Companies and such additional businesses as the Company may acquire. The
inability of the Company to successfully centralize and integrate such systems
and functions could have a material adverse effect on the Company's business,
financial condition and results of operations and adversely affect the
Company's implementation of its operating and internal growth, acquisition and
integration strategies. See "The Company" and "Business--Operating and
Internal Growth Strategy," "--Acquisition Strategy," and "--Integration
Strategy."

ACQUISITION RISKS

One element of the Company's growth strategy is to acquire staffing services
firms that complement its existing operations, including firms that are in
geographic regions not currently served by the Company. This acquisition
strategy presents risks that, singly or in any combination, could materially
adversely affect the Company's business and financial performance. These risks
include those inherent in assessing the value, strengths, weaknesses,
integratability, contingent or other liabilities and potential profitability
of the acquisition candidate, the possibility of the adverse effect on
existing operations of the Company from the diversion of management attention
and resources to acquisitions and the possible loss of acquired customers and
key personnel, including sales representatives. The success of the Company's
acquisition strategy will depend on the extent to which acquisition candidates
continue to be available at attractive valuations and whether the Company will
be able to acquire, successfully integrate and profitably manage additional
businesses. The Company believes the staffing services industry is subject to
rapid consolidation on an international, national and regional scale, and
competition for acquisition candidates could materially increase the cost of
acquiring businesses. The Company has identified certain possible acquisition
candidates, but has no binding agreement or letter of intent in effect with
respect to any acquisition (other than the Acquisitions), and the timing, size
and success of the Company's acquisition efforts and the associated capital
commitments cannot be readily predicted. Accordingly, no assurance can be
given that the Company's strategy will succeed. See "Business--Acquisition
Strategy."

MANAGEMENT OF GROWTH

The Company has experienced rapid growth through the acquisition of the
Founding Companies, and this rapid growth has placed, and is expected to
continue to place significant demands on the Company's managerial, operational
and financial resources. To manage its growth, the Company must continue to
implement and improve its operational and financial systems and to expand,
train and manage its employee base. There can be no assurance that the Company
has made adequate allowances for the costs and risks associated with this
expansion, that the Company's systems, procedures or controls will be adequate
to support the Company's operations or that the Company's management will be
able to successfully offer the Company's services and implement its business
plan. The Company's future operating results will also depend on its ability
to expand its support organization commensurate with the growth of its
business and to integrate newly acquired operations. Any failure by the
Company's management to effectively anticipate, implement and manage the
changes required to sustain the Company's growth could have a material adverse
effect on the Company's business, financial condition and results of
operations. There can be no assurance that the Company will be able to
effectively manage such change. See "Business--Operating and Internal Growth
Strategy" and "--Acquisition Strategy."

EFFECT OF ECONOMIC FLUCTUATIONS

Demand for the Company's staffing services is significantly affected by the
general level of economic activity and unemployment in the United States and
Canada. When economic activity increases, temporary employees are often added
before full-time employees are hired. However, as economic activity slows,
many companies reduce their use of temporary employees before laying off full-
time employees. In addition, the Company may experience increased competitive
pricing pressure during such periods of economic downturn. Therefore, any
significant economic downturn could have a material adverse effect on the
Company's business. During periods of increased economic activity and
generally higher levels of employment, the competition among staffing firms
for qualified personnel is intense. As the labor market tightens, there is
greater demand and competition for skilled workers needed to fill client
orders and wages generally increase. There can be no assurance that during
these periods the Company will be able to recruit candidates necessary to fill
its clients' staffing needs or that increased wage costs can be passed on to
clients through increased billings.

DEPENDENCE ON KEY PERSONNEL

The Company's operations depend, in part, on the continuing efforts of B.
Garfield French, its President and Chief Executive Officer, Samuel R. Sacco,
its Chairman of the Board, and other key executive officers and the senior
management of the Founding Companies. The Company likely will also depend on
the senior management of any significant businesses it acquires in the future.
Although the Company has entered into employment agreements with Messrs.
French and Sacco and other executive officers of WORK and senior management of
the Founding Companies, there can be no assurance that the Company will be
able to retain their services. In addition, the Company has a $1,000,000 key
person life insurance policy on the life of Mr. French; however, the proceeds
of that policy may not be sufficient to compensate the Company for the loss of
Mr. French's services. The Company does not have such policies in place on any
of its other employees. The business or prospects of the Company could be
affected adversely if any of these persons does not continue his employment
with the Company and the Company is unable to attract and retain qualified
replacements. The success of the Company's growth strategy, as well as the
Company's current operations, will depend on the extent to which the Company
is able to retain, recruit and train qualified employees who meet the
Company's standards of professionalism and service to its customers. See
"Business--Corporate Level Support--Employee Training."

DEPENDENCE ON AVAILABILITY OF CANDIDATES

The Company depends on its ability to attract, train and retain personnel
who possess the skills and experience necessary to meet the staffing
requirements of its clients. Competition for individuals with proven skills in
certain areas, particularly technical and professional is intense. In
addition, the number of candidates

decreases during periods of low unemployment. The Company must continually
evaluate, train and upgrade its base of available personnel to keep pace with
clients' needs. Competition for individuals with proven technical or
professional skills is intense and demand for such individuals is expected to
remain strong for the foreseeable future. There can be no assurance that
qualified personnel will continue to be available to the Company in sufficient
numbers and on economic terms acceptable to the Company. See "Business--
Corporate Level Support--National Recruiting and Retention Program for
Candidates."

INCREASED EMPLOYEE COSTS

The Company is responsible for and pays unemployment insurance premiums and
workers' compensation for its temporary employees. Unemployment insurance
premiums may increase as a result of, among other things, increased levels of
unemployment and the lengthening of periods for which unemployment benefits
are available. Workers' compensation costs may increase as a result of changes
in the Company's experience rating or applicable laws. Furthermore, annual
workers' compensation expenses and the related liability accrual are based on
various estimates, including the cost of estimated future benefits. Any
material variation from the estimate of future benefits could have a material
adverse effect on the Company. There can be no assurance that the Company will
be able to increase the fees charged to its clients in a timely manner and
sufficient amount to cover increased costs related to workers' compensation
and unemployment insurance or health benefits if such health benefits are
extended to temporary employees as proposed in certain recent federal and
state legislative proposals. See "Business--Government Regulation."

EMPLOYMENT LIABILITY RISKS

Temporary staffing services providers employ and place people generally in
the workplaces of other businesses. An inherent risk of such activity includes
possible claims of discrimination and harassment, employment of illegal
aliens, violations of wage and hour requirements, errors and omissions of its
temporary employees, particularly for the actions of professionals (e.g.,
information technology specialists, attorneys, accountants and engineers),
misuse of client proprietary information, misappropriation of funds, other
criminal activity or torts, claims under health and safety regulations and
other similar claims. In some instances, the Company has agreed to indemnify
clients against some or all of the foregoing matters, pursuant to a written
contract. The failure of any Company employee or personnel to observe the
Company's policies and guidelines intended to reduce exposure to these risks,
relevant client policies and guidelines or applicable federal, state or local
laws, rules or regulations could result in negative publicity and payment by
the Company of monetary damages or fines or have other material adverse
effects on the Company. Moreover, in certain circumstances, the Company may be
held responsible for the actions at a workplace of persons not under the
Company's direct control. Although the Company historically has not had any
significant problems in this area, there can be no assurance that the Company
will not experience such problems in the future. To reduce its exposure, the
Company maintains and, in certain cases, may be required to maintain,
insurance and fidelity bonds covering general liability, workers' compensation
claims, errors and omissions, and employee theft. There can be no assurance
that such insurance or fidelity bond coverage will continue to be available at
reasonable costs or that it will be sufficient in amount or scope to cover any
such liability. Temporary staffing providers also are affected by fluctuations
and interruptions in the business of their clients. For example, inclement
weather or work stoppages, which may require clients to close or reduce their
hours of operation, can adversely affect the Company's revenues. See
"Business--Litigation and Insurance."

COMPETITIVE MARKET

The temporary staffing industry is highly competitive and extremely
fragmented with limited barriers to entry. The Company competes in local,
regional, national and international markets with full-service and specialized
temporary staffing agencies. The Company faces significant competition in the
markets it serves and is likely to face significant competition in any new
market it enters. A significant number of competitors have greater marketing,
financial and other resources than the Company and could provide new or
increased competition to the Company. The Company competes for potential
clients with providers of outsourcing services,

systems integrators, computer system consultants, other providers of staffing
services, temporary personnel agencies and search firms. Price competition in
the staffing industry is intense, particularly for the provision of
office/clerical and production, assembly and distribution personnel, and
pricing pressures from competitors and customers are increasing. For example,
many large customers are demanding significantly discounted prices for service
offerings. In addition, to the extent that the Company offers fixed price
contracts to clients in the future, the Company may be responsible for cost
overruns which would have an adverse impact on earnings. The Company expects
that the level of competition will remain high in the future. Competition,
particularly from companies with greater financial resources than the Company,
could have a material adverse effect on the Company's operations and
profitability. See "Business--Competition."

VALUATION OF ACQUISITIONS

WORK has negotiated acquisitions on an individual, company-by-company basis,
using valuations based on prior and anticipated operating results of the
Founding Companies. No third party appraisals of the Founding Companies were
obtained by the Company for purposes of the Offering nor has a fairness
opinion been obtained in connection with the Acquisitions. Assuming an initial
public offering price of $12.00 per share, the aggregate consideration related
to the Acquisitions will be approximately $144.1 million, which will consist
of 6,438,540 shares of Common Stock (calculated solely for purposes of the
Acquisitions at $12.00 per share) and approximately $66.9 million in cash.
There can be no assurance that the consideration to be paid by WORK for the
Founding Companies accurately reflects the value of these companies or that
the percentage of Common Stock of WORK owned by the former owners of the
Founding Companies after consummation of the Offering will reflect the value
of these companies. If the fair market values of the Founding Companies, or
companies to be acquired in the future, at the time of acquisition by the
Company are materially different from the amounts paid by the Company, the
Company may have overpaid for such companies, which could result in a material
and adverse effect on the financial performance of the Company and the value
of Common Stock.

NEED FOR ADDITIONAL FINANCING

Substantially all of the net proceeds of this Offering will be used in
connection with the Acquisitions. At March 31, 1998, on a pro forma combined
basis as adjusted, the Company would have an aggregate of $2.5 million of cash
and cash equivalents, $2.3 million of working capital and $0.1 million of
capital lease obligations. The Company's acquisition strategy will require
substantial additional capital. The Company currently intends to use cash,
debt and shares of Common Stock to make future acquisitions. Using internally
generated cash or debt to complete acquisitions could substantially limit the
Company's operational and financial flexibility. The extent to which the
Company will be able or willing to use Common Stock for this purpose will
depend on its market value from time to time and the willingness of potential
sellers to accept it as full or partial payment. Using Common Stock for this
purpose may result in a significant dilution to then existing stockholders. To
the extent the Company is unable to use Common Stock to make future
acquisitions, its ability to grow may be limited by the extent to which it is
able to raise capital for this purpose, as well as to expand existing
operations, through debt or additional equity financings. There can be no
assurance that the Company will be able to obtain the necessary capital to
finance a successful acquisition program and its other cash needs. If the
Company is unable to obtain additional capital on acceptable terms, it may be
required to reduce the scope of its presently anticipated expansion. See "Use
of Proceeds" and "Management's Discussion and Analysis of Pro Forma Financial
Condition and Pro Forma Results of Operations--Pro Forma Liquidity and Capital
Resources."

The Company has recently received a commitment letter from to
provide the Company with a $ million credit facility (the "Credit
Facility") which may be used for acquisitions, working capital and other
general corporate purposes. The Credit Facility will be secured by all
accounts receivable, inventory, equipment, and stock of subsidiaries of the
Company. The Company expects that the Credit Facility will require compliance
with various affirmative and negative covenants (including maintenance of
certain financial ratios) which could limit the Company's operational and
financial flexibility. The Credit Facility is subject to negotiation of
definitive documentation and certain other customary conditions, and there can
be no assurance that the Company will be able to obtain the Credit Facility on
terms acceptable to the Company. See "Management's

Discussion and Analysis of Pro Forma Financial Condition and Pro Forma Results
of Operations--Pro Forma Liquidity and Capital Resources."

The Company may substantially increase its level of indebtedness in the
future to finance its acquisition program. The degree to which the Company is
financially leveraged following such borrowings and the terms of the Company's
indebtedness could have important consequences to shareholders, including that
(i) the Company's ability to obtain additional financing in the future for
working capital and general corporate purposes, to make acquisitions, to fund
capital expenditures and to pay dividends may be impaired, (ii) a substantial
portion of the Company's cash flow from operations may have to be dedicated to
the payment of the principal of and interest on its indebtedness, (iii)
certain of the Company's borrowings may be at variable rates of interest,
which will expose the Company to the risk of increased rates, (iv) the Credit
Facility is expected to contain certain financial and restrictive covenants
which could limit the ability of the Company to effect future debt or equity
financings and may otherwise restrict corporate activities, and (v) the
Company may be more highly leveraged than many of its competitors, which may
place the Company at a competitive disadvantage. See "Management's Discussion
and Analysis of Pro Forma Financial Condition and Pro Forma Results of
Operations--Pro Forma Liquidity and Capital Resources."

SUBSTANTIAL PROCEEDS OF OFFERING PAYABLE TO AFFILIATES AND ASSOCIATES

The Company will use its net proceeds from this Offering to pay the cash
portions of the purchase prices it will pay for the Founding Companies
(approximately $66.9 million) and to repay certain outstanding indebtedness of
the Founding Companies (approximately $0.6 million). The cash payable to
stockholders of the Founding Companies will include approximately $29.3
million payable to persons who or which will become directors or executive
officers of the Company or beneficial owners of 5% or more of the outstanding
Common Stock. In addition, the Offering will enable WORK to pay (i) the
$775,000 fee due and payable to Bollard Group, L.L.C., a Texas limited
liability company ("Bollard"), as compensation for Bollard's assistance in
completing the Offering, and (ii) non-interest bearing advances of up to
$500,000 that may be made by Bollard to fund the operating expenses of WORK
prior to the completion of this Offering. Certain of the principals of Bollard
were directors of WORK prior to the Offering. For a more detailed discussion
of the use of proceeds of this Offering and the benefits to be received by
persons who or which are or will become directors or executive officers of
WORK or beneficial holders of 5% or more of the Common Stock on consummation
of this Offering and the Acquisitions, see "Use of Proceeds" and "Certain
Transactions--Organization of WORK," "--Acquisitions Involving Certain
Officers, Directors and Stockholders," and "--Real Estate and Other
Transactions."

GOVERNMENT REGULATION

The Company is required to pay a number of federal, state and local payroll
and related costs, including unemployment taxes, workers' compensation and
insurance, FICA and Medicare, among others, for its employees and personnel.
Unemployment taxes are a significant expense to the Company. Because the
Company employs a large number of personnel for relatively short durations,
and because it could experience significant turnover in its personnel, it
could be taxed at the highest statutory rates for unemployment taxes.
Significant increases in the effective rates of any payroll related costs
likely would have a material adverse effect upon the Company. In addition, the
Company could incur costs related to workers' compensation claims at a higher
rate in the future because of such factors as higher than expected losses from
known claims or an increase in the number and severity of new claims. The
Company's costs could also increase as a result of health care reforms or the
possible imposition of additional requirements and restrictions related to the
placement of personnel. Recent federal and state legislative proposals have
included provisions extending health insurance benefits to personnel who
currently do not receive such benefits. There can be no assurance that the
Company will be able to increase the fees charged to its clients in a timely
manner and in a sufficient amount to cover increased costs as a result of any
of the foregoing. There is also no assurance that the Company will be able to
adapt to future regulatory changes made by the Internal Revenue Service, the
U.S. Department of Labor or other state and federal regulatory agencies. In
Canada, substantially similar risks associated with payroll burdens and
government regulations exist on both a federal and provincial level.
Additionally, the Company will become subject to similar governmental
regulation

in any other countries in which it expands its operations through acquisition
or otherwise. See "Business--Government Regulation."

The Company and its customers and suppliers are subject to extensive federal
and state regulation in the United States, and the Company cannot predict the
extent to which future legislative and regulatory developments concerning
their practices and products or the staffing services industry may affect the
Company. The Company currently recruits information technology specialists and
other temporary staffing employees internationally for domestic placement. The
entry of these employees into the United States is regulated by the U.S.
Department of Labor and U.S. Department of Justice--Immigration and
Naturalization Services. The regulations governing the hiring of foreign
nationals are complex and change often. If either of these authorities or any
other regulatory or judicial body should determine that the Company is not in
compliance with these regulations, the Company could be subject to fines
and/or suspension of this part of the Company's business. Further, these
regulations could change in a manner which would limit the Company's ability
to employ foreign nationals. Any of the foregoing could have a material
adverse effect on the Company business, financial condition and results of
operation. See "Business--Government Regulation."

YEAR 2000 RISKS

Many computer software programs, as well as certain hardware and equipment
containing date sensitive data, were structured to utilize a two-digit date
field meaning that they may not be able to properly recognize dates in the
Year 2000 and thereafter. This could result in significant system and
equipment failures. The Company recognizes that it must take action to ensure
that its operations and the operations of each of the operating companies will
not be adversely impacted by Year 2000 software failures and is currently
developing detailed assessments and action plans to address Year 2000 issues.
The Company currently does not have an overall estimate of the cost associated
with a solution to the Year 2000 issue.

SIGNIFICANT INTANGIBLE ASSETS

As a result of the Acquisitions, goodwill accounts for a material portion of
the Company's total assets. On a pro forma combined basis, goodwill of
approximately $117.7 million was recorded at March 31, 1998, representing
approximately 87% of the Company's total assets. The Company's goodwill will
be amortized over a 40-year period resulting in annual noncash amortization
charges against income of approximately $2.9 million. The Company may record
additional goodwill related to (i) any additional consideration payable to
three of the Founding Companies pursuant to earn out provisions included in
the definitive agreements regarding the Acquisitions, and (ii) amortization
charges associated with the implementation of its acquisition strategy. The
Company will evaluate the carrying amount of its goodwill whenever adverse
facts and circumstances occur indicating an impairment in value. If upon such
evaluation, it is determined that a write-down of goodwill is necessary, such
a write-down could have a material adverse effect on the Company's financial
condition and results of operations. See "--Absence of Combined Operating
History; Risks of Integrating Founding Companies and Acquired Businesses," and
"Management's Discussion and Analysis of Pro Forma Financial Condition and Pro
Forma Results of Operations."

CONTROL BY EXISTING MANAGEMENT AND STOCKHOLDERS

On closing of the Acquisitions and this Offering, the former owners of the
Founding Companies, the principals of Bollard, other founders and the
executive officers and directors of WORK will beneficially own in the
aggregate approximately 50.7% of the outstanding Common Stock. If these
persons were to act in concert, they would be able to exercise control over
the Company's affairs, including the election of the entire Board of Directors
and any matter submitted to a vote of stockholders. See "Principal
Stockholders."

DIVIDEND POLICY; RESTRICTIONS ON PAYMENT

The Company anticipates that for the foreseeable future its earnings will be
retained for the operation and expansion of its business and that it will not
pay cash dividends. The Company will conduct its operations

through subsidiaries, including substantially all of the Founding Companies,
and is therefore dependent upon the cash flow of and the transfer of funds by
those subsidiaries to the Company in the form of loans, dividends or otherwise
to meet its financial obligations. Each operating subsidiary of the Company
will be a distinct legal entity and will have no obligation, contingent or
otherwise, to transfer funds to the Company. The Company's ability to pay
dividends on the Common Stock will be restricted by the terms of the proposed
Credit Facility and could be restricted by the terms of subsequent financings
and subsequent series of Preferred Stock that may be issued in future
transactions. Additionally, the ability of the Founding Companies to pay
dividends to the Company will be limited by the terms of the Credit Facility.
See "Description of Capital Stock," "--Common Stock," "Description of Credit
Facility," and "Dividend Policy."

POTENTIAL EFFECT OF SHARES ELIGIBLE FOR FUTURE SALE ON PRICE OF COMMON STOCK

On closing of the Acquisitions and this Offering, 14,316,327 shares of
Common Stock will be outstanding. The 6,458,334 shares sold in this Offering
(other than shares purchased by affiliates of the Company) will be freely
tradeable. The remaining shares outstanding may be resold publicly only
following their effective registration under the Securities Act of 1933, as
amended (the "Securities Act"), or pursuant to an available exemption from the
registration requirements of that Act, such as provided by Securities Act Rule
144 promulgated by the Securities and Exchange Commission (the "SEC"). Under
Rule 144, the 6,438,540 shares issued to the former owners of the Founding
Companies will be eligible for Rule 144 sales, subject to certain volume
limitations and other requirements, on the day following the first anniversary
of the date this Offering closes. The stockholders of the Founding Companies
will have certain demand registration rights. See "Shares Eligible For Future
Sale."

On closing of this Offering, the Company will have options outstanding to
purchase up to a total of 1,318,000 shares of Common Stock, of which 322,500
will be exercisable immediately after the closing of this Offering. The
balance of the stock options will vest in varying increments over the three
year period following the Offering. The Company intends to register all the
shares subject to options granted under the Company's 1998 Incentive Plan (the
"Incentive Plan") under the Securities Act for public resale.

In connection with the Offering, the Company's officers and directors have
agreed that, during a period of one year from the date of this Prospectus, and
all of the Company's shareholders (other than the holders of Common Stock
issued on conversion of the Preferred Stock) have agreed that, during a period
of 180 days from the date of this Prospectus, such holders will not, without
the prior written consent of The Robinson-Humphrey Company, LLC, directly or
indirectly, offer, sell, contract to sell, grant any option with respect to,
pledge, hypothecate or otherwise dispose of, any shares of Common Stock except
for a cashless exercise of stock options or a bona fide gift provided that the
donee agrees to be bound by the terms of the donor's lockup agreement. In
addition, the Company has agreed that, during a period of 180 days from the
date of this Prospectus, the Company will not, without the prior written
consent of The Robinson-Humphrey Company, LLC, directly or indirectly, offer,
sell, contract to sell, grant any option with respect to, pledge, hypothecate
or otherwise dispose of any shares of Common Stock except for shares of Common
Stock to be issued in the Offering, in connection with acquisitions generally,
and upon the exercise of stock options which are either (i) outstanding on the
date of this Prospectus or (ii) issued under the Incentive Plan (see
"Management--Incentive Plan"). Further, all persons who acquire shares in
connection with the Acquisitions have agreed that they generally will not
offer, sell or otherwise dispose of any of their shares of Common Stock
(subject to certain limited exceptions generally involving transfers to family
members and trusts or pursuant to an effective registration statement) during
the one-year period following the date of this Prospectus.

The Company intends to register up to 5,000,000 additional shares of Common
Stock under the Securities Act in the future for its use in connection with
future acquisitions. Pursuant to Securities Act Rule 145, the volume
limitations and certain other requirements of Rule 144 would apply to resales
of these shares by affiliates of the businesses the Company acquires for a
period of one year from the date of their acquisition, but otherwise these
shares would be freely tradable by persons not affiliated with the Company
unless the Company contractually restricts their resale.

Availability for sale, or sale, of the shares of Common Stock eligible for
future sale could adversely affect the market price of the Common Stock
prevailing from time to time. See "Shares Eligible for Future Sale."

NO PRIOR MARKET; POSSIBLE VOLATILITY OF STOCK PRICE

Prior to this Offering, no public market for the Common Stock has existed,
and the initial public offering price, which the Company and the
representatives of the Underwriters will negotiate, may not be indicative of
the price at which the Common Stock will trade after this Offering. See
"Underwriting" for the factors they will consider in determining the initial
public offering price. The Company has applied for listing the Common Stock on
the New York Stock Exchange, but no assurance can be given that an active
trading market for the Common Stock will develop or, if developed, will
continue after this Offering. The market price of the Common Stock after this
Offering may be subject to significant fluctuations from time to time in
response to numerous factors, including variations in the reported financial
results of the Company and changing conditions in the economy in general or in
the Company's industry in particular. In addition, the stock markets
experience significant price and volume volatility from time to time which may
affect the market price of the Common Stock for reasons unrelated to the
Company's performance.

IMMEDIATE, SUBSTANTIAL DILUTION

Purchasers of Common Stock in this Offering will experience immediate,
substantial dilution in the net tangible book value of their stock of $11.63
per share and may experience further dilution from issuances of shares of
Common Stock in the future. See "Dilution."

POTENTIAL ANTI-TAKEOVER EFFECTS

The Company's Articles of Incorporation, as amended (the "Charter"),
authorize the issuance, without stockholder approval, of one or more series of
preferred stock having such preferences, powers and relative, participating,
optional and other rights (including preferences over the Common Stock
respecting dividends and distributions and voting rights) as the Company's
board of directors (the "Board of Directors") may determine. See "Description
of Capital Stock--Preferred Stock."

Certain provisions of the Charter, the Company's Bylaws and the Texas
Business Corporation Act (the "TBCA") may delay, discourage, inhibit, prevent
or render more difficult an attempt to obtain control of the Company, whether
by means of a tender offer, business combination, proxy contest or otherwise.
These provisions include the charter authorization of "blank check" preferred
stock, classification of the board of directors, a limitation on the removal
of directors only for cause, and then only on approval of holders of two-
thirds of the outstanding voting stock and a restriction on the ability of
stockholders to take actions by written consent. See "Description of Capital
Stock."

THE COMPANY

GENERAL

WORK International Corporation was founded to become a leading domestic and
international provider of diversified staffing and outsourcing services. Upon
completion of the Offering, WORK will acquire the 16 Founding Companies which
on average have been in business for approximately 16 years. The Company's
staffing services are divided into two general operating groups: Specialty
Services and Business Support Services. Specialty Services include Information
Technology ("IT") Services and Other Specialty Services. IT Services include
offering computer programming, network support, personal computer help desk,
software engineering and systems analysis and design personnel. Other
Specialty Services include offering legal, financial, human resources,
specialty medical and call center personnel, as well as other professionals on
a project basis to clients. Business Support Services primarily includes
offering high-end office/clerical support personnel. The Company also provides
permanent placement, outsourcing and training services to its clients.
Specialty Services contributed 51% of the Company's 1997 pro forma revenue,
which was comprised of 30% and 70% for IT Services and Other Specialty
Services, respectively. Business Support Services contributed 49% of the
Company's pro forma revenue for 1997.

The Company, headquartered in Houston, Texas, operates 49 offices in 13
states and the District of Columbia in addition to an office in Toronto,
Canada. The Company's pro forma 1997 revenue and income from operations were
$168.1 million and $13.3 million, respectively, and the Company's 1997 pro
forma gross margin was 32%. Furthermore, historical combined revenue of the
Founding Companies grew at a compounded annual rate of approximately 32% from
1995 through 1997.

WORK is a Texas corporation. Its executive offices are located at 700
Louisiana, Suite 3900, Houston, Texas 77002, and its telephone number at that
address is (713) 228-9675.

ORGANIZATION

Simultaneously with the closing of this Offering, WORK will acquire the 16
Founding Companies for an aggregate consideration of approximately $144.1
million, assuming an initial public offering price of $12.00 per share, which
consists of: (i) approximately $66.9 million in cash, and (ii) 6,438,540
shares of Common Stock (calculated solely for purposes of the Acquisitions at
$12.00 per share). The estimated purchase price for the Founding Companies is
subject to certain adjustments at closing and, in the case of three of the
Founding Companies, earn-out arrangements. The closing of the Acquisitions is
also subject to certain customary conditions, including the accuracy of the
representations and warranties made by the Founding Companies, the performance
of their respective covenants in the agreements and the nonexistence of a
material adverse change in the results of operations, financial condition or
business of each Founding Company. See "Certain Transactions--The
Acquisitions."

FOUNDING COMPANY ACQUISITION STRATEGY

The Company's management team developed a stringent set of criteria for the
acquisition of the Founding Companies in an effort to create a cohesive
company with a national and international presence and a complementary service
mix. The goal of the Founding Company acquisition strategy was to acquire high
margin and high growth companies in two general categories: (i) IT and Other
Specialty Services and (ii) Business Support Services. The Company targeted IT
and Other Specialty Services, such as legal and financial staffing, because
the Company believes that these segments offer among the most attractive
growth rates and margins in the staffing industry. Moreover, the Company
focused on certain specialty niche areas such as providing human resources
specialists and biostatisticians, because the Company believes that such niche
services are subject to less competition and can be developed into substantial
business units for the Company.

companies offering Business Support Services primarily as "platform" companies
for the entry into desirable geographic markets and for cross selling of IT
and Other Specialty Services. The Company intends to use the infrastructure of
its platform companies to support the entry of IT and Other Specialty Services
into new markets.

SPECIALTY SERVICES

Information Technology Service Companies:

PCN: Professional Consulting Network, Inc. ("PCN") has been in business
since 1988 and, from its headquarters in San Francisco, California,
provides staffing services in information technology, management
information systems, software engineering and design services to companies
in Northern California. For the year ended December 31, 1997, PCN had
revenue of approximately $11.3 million.

ABSOLUTELY/BOTAL: Absolutely Professional Staffing, Inc. ("Absolutely")
and its affiliate, Botal Associates, Inc. ("Botal") have been in business
since 1986 and 1969, respectively. Botal offers staffing solutions for
companies with computer software and information technology needs.
Absolutely provides staffing and permanent placement services with an
emphasis on higher-end word processing, database, spreadsheet and office
automation skills. Absolutely and Botal provide their services to
investment banking, financial services, accounting, legal and publishing
corporations in the New York City area, where they are headquartered. For
the year ended December 31, 1997, Absolutely and Botal had combined revenue
of approximately $10.4 million.

TASK MANAGEMENT: Task Management, Inc. ("Task") has been in business
since 1990 and, from its headquarters in Ridgefield, Connecticut, provides
staffing solutions for companies with computer software and information
technology needs in the Northeastern United States. For the year ended
December 31, 1997, Task had revenue of approximately $6.3 million.

Other Specialty Service Companies:

SMITH HANLEY: Smith Hanley Associates, Inc., and its affiliated company,
Smith Hanley Consulting Group, Inc., (collectively "Smith Hanley") have
been in business since 1980, and provide temporary personnel and permanent
placement services in the biostatisticians, SAS programming, quantitative
marketing, data warehousing, investment banking, and commercial insurance
specialties through its offices located in New York, New York; Chicago,
Illinois; Athens, Georgia; Philadelphia, Pennsylvania; Orlando, Florida;
and Southport, Connecticut. Headquartered in New York City, Smith Hanley
had revenue of approximately $16.3 million for the year ended December 31,
1997.

WSI: WSi Personnel Services, Inc. ("WSI") has been in business since 1988
and operates from two offices in Denver and Colorado Springs, Colorado. WSI
provides temporary staffing with an emphasis on medical technicians and
skilled health care specialists. WSI had revenue of approximately $5.7
million during the year ended December 31, 1997.

BENETEMPS: Benetemps, Inc. ("BeneTemps") has been in business since 1991
and provides human resource benefit specialists to companies in the
Northeastern United States. For the year ended December 31, 1997, BeneTemps
had revenue of approximately $4.1 million.

LAW PROS: Law Pros Legal Placement Services, Inc. ("Law Pros") has been
in business since 1994 and maintains its headquarters in Short Hills, New
Jersey. Law Pros provides attorneys and paralegals to corporate legal
departments and law firms primarily in New Jersey and the surrounding areas
on a temporary assignment or permanent placement basis. For the year ended
December 31, 1997, Law Pros had revenue of approximately $3.9 million.

LAW RESOURCES: Law Resources, Inc. ("Law Resources") has been in business
since 1984 and provides attorneys, paralegals and legal secretaries to law
firms and corporate legal departments through its two branch offices
located in Washington, DC and Chicago, Illinois. Law Resources had revenue
of

approximately $3.5 million for the year ended December 31, 1997. Law
Resources is headquartered in Washington, DC.

AIM: AIM Staffing, Inc. ("AIM"), doing business as "Advanced Information
Management", has been providing information management specialists to
entities in Northern California since 1984. Headquartered in Mountain View,
California, and with an office in Los Angeles, California; AIM had revenue
of approximately $2.8 million for the fiscal year ended December 26, 1997.

CHP: Contract Health Professionals, Inc. ("CHP") has been in business
since 1994 and provides temporary and permanent pharmacists and
pharmaceutical technicians to entities primarily in Florida. For the year
ended December 31, 1997, CHP had revenue of approximately $2.1 million. CHP
is headquartered in Palm Beach Gardens, Florida.

BUSINESS SUPPORT SERVICES COMPANIES:

BURNETT: The Burnett Companies Consolidated, Inc. ("Burnett") is
headquartered in Houston, Texas, with branch offices located in Austin,
Texas and El Paso, Texas. Burnett generated approximately $41.2 million in
revenue during the fiscal year ended December 27, 1997, primarily in Texas.
Burnett has been in business since 1974 and provides higher-end office
automation and accounting clerical personnel; engineering; telemarketing
specialists; information technology specialists; accounting, finance and
other specialists; and production, assembly and distribution personnel.

SPARKS: Sparks Personnel Services, Inc., and its affiliated companies,
Sparks Associates, Inc. and Customer Care Solutions, LLC, (collectively
"Sparks"), have been in business since 1970. Sparks provides staffing
services with a particular emphasis on higher-end office automation and
accounting clerical staffing; together with customer service, help desk and
telemarketing positions in the communications, computer and insurance
industries. With 11 offices in the Washington, DC area, Sparks had revenue
of approximately $27.1 million for the year ended December 31, 1997.

CORELINK: Corelink Staffing Services, Inc. ("CoreLink") has been in
business since 1983 and provides temporary office clerical and permanent
placement services, with an emphasis on higher-end office automation
personnel, human resource specialists, and graphic specialists, to numerous
business enterprises primarily in California. For the year ended December
31, 1997, CoreLink had revenue of approximately $11.2 million. CoreLink is
headquartered in Irvine, California and operates from three offices located
in Southern California.

TOSI: TOSI Placement Services, Inc. ("TOSI") and its predecessors have
been in business since 1967. TOSI is a provider of higher-end office
automation and accounting clerical staffing, information technology
staffing, traditional temporary staffing and permanent placement services
in the Toronto, Ontario area. TOSI had revenue of approximately $9.5
million during the fiscal year ended December 27, 1997.

ACCESS: Access Staffing, Inc. ("Access") has been in business since 1971
and provides temporary clerical and permanent placement services, with an
emphasis on higher-end word processing and office automation skills,
together with information technology staffing, to a wide variety of
companies in Northern California. Access had revenue of approximately $8.6
million for the year ended December 31, 1997. Access is headquartered in
San Francisco, California, and has a branch office in San Jose, California.

CORE: Core Personnel, Inc., and its affiliated company, Core Personnel of
Arlington, Inc., (collectively "Core"), have been in business since 1971
and 1986, respectively, and provide staffing services with a particular
emphasis on higher-end office automation and accounting clerical positions,
to a variety of businesses in the Washington, DC area. Headquartered in
Alexandria, Virginia, Core had revenue of approximately $4.2 million for
the year ended December 31, 1997.

USE OF PROCEEDS

The net proceeds to the Company from the sale of the shares of Common Stock
offered hereby, after deducting underwriting discounts and offering expenses
payable by the Company, are estimated to be approximately $68.1 million
(approximately $78.9 million if the Underwriters exercise their over-allotment
option in full), assuming an initial public offering price of $12.00 per share
(the midpoint of the estimated initial public offering price range). Of those
net proceeds, (i) approximately $66.9 million will be used to pay the cash
portion of the purchase prices for the Acquisitions, (ii) approximately $0.6
million will be used concurrently for the repayment of remaining outstanding
indebtedness of the Founding Companies, and (iii) the balance of approximately
$0.7 million (approximately $11.5 million if the Underwriters exercise their
over-allotment option in full) will be used for general corporate purposes
including working capital. See "The Company--Summary of Terms of the
Acquisitions," "Management's Discussion and Analysis of Pro Forma Financial
Condition and Pro Forma Results of Operations--Pro Forma Liquidity and Capital
Resources," "Certain Transactions--Organization of WORK" and the Unaudited Pro
Forma Combined Financial Statements included elsewhere in this Prospectus.

The indebtedness to be repaid from the proceeds of this Offering (some of
which has been guaranteed by stockholders of the Founding Companies) bears
interest at rates ranging from 7.0% to 14.5% per annum. Such indebtedness
would otherwise mature at various dates through May 12, 2002.

DIVIDEND POLICY

It is the Company's current intention to retain earnings to finance the
expansion of its business. Any future dividends will be at the discretion of
the board of directors after taking into account various factors, including,
among others, the Company's financial condition, results of operations, cash
flows from operations, current and anticipated cash needs and expansion plans,
the income tax laws then in effect, the requirements of Texas law, the
restrictions imposed by the Credit Facility and any restrictions that may be
imposed by the Company's future credit facilities. The Company expects that
the Credit Facility will require compliance with various loan covenants,
including restrictions on the payment of dividends. Additionally, the ability
of the Company's subsidiaries to pay dividends to the Company are expected to
be limited by the terms of the Credit Facility. See "Management's Discussion
and Analysis of Pro Forma Financial Condition and Pro Forma Results of
Operations--Pro Forma Liquidity and Capital Resources."

CAPITALIZATION

The following table sets forth the short-term debt and current maturities of
long-term obligations and capitalization as of March 31, 1998: (i) of the
Company on a pro forma combined basis to give effect to the Acquisitions; and
(ii) of the Company, on a pro forma combined basis as adjusted to give effect
to this Offering and the application of the estimated net proceeds therefrom.
See "Use of Proceeds" and Unaudited Pro Forma Combined Financial Statements
and the related notes thereto included elsewhere in this Prospectus.

MARCH 31, 1998
-----------------
PRO
FORMA AS
COMBINED ADJUSTED
-------- --------
(IN THOUSANDS)

Cash and cash equivalents.................................... $ 1,421 $ 2,538
======== ========
Short-term debt and current maturities of long-term
obligations(1).............................................. 67,478 37
Long-term obligations, less current maturities............... 107 97
Shareholders' equity:
Preferred stock: $.001 par value, 5,000,000 shares
authorized; none issued and outstanding, as adjusted...... -- --
Common stock: $.001 par value, 50,000,000 shares
authorized; 7,344,258 shares issued and outstanding pro
forma; and 14,316,327 shares issued and outstanding, as
adjusted(2)............................................... 8 14
Additional paid-in capital................................. 54,719 122,843
Unrealized gains in value of securities.................... 127 127
-------- --------
Total shareholders' equity............................... 54,854 122,984
-------- --------
Total capitalization................................... $122,439 $123,118
======== ========

- --------
(1) The pro forma combined balance includes $66.9 million of cash
consideration payable for the Founding Companies.
(2) The number of shares estimated to be outstanding on completion of this
Offering consists of: (i) 905,718 shares issued by WORK prior to the
Offering; (ii) 6,438,540 shares to be issued as consideration in the
Acquisitions; (iii) 513,735 shares issued on the automatic conversion of
the Preferred Stock on completion of this Offering; and (iv) the 6,458,334
shares being offered hereby. Such share number does not include an
aggregate of 1,318,000 shares subject to options to be granted upon
completion of the Offering under the Company's Incentive Plan which will
have an exercise price equal to the initial public offering price per
share. See "Management--Option Grants" and "Certain Transactions--
Organization of the Company."

DILUTION

The deficit in pro forma combined net tangible book value of the Company as
of March 31, 1998 was approximately $(62.8) million, or approximately $(7.99)
per share, after giving effect to the Acquisitions and related financings and
the conversion of the Preferred Stock, but before giving effect to the
Offering. The deficit in pro forma net tangible book value per share
represents the amount by which the Company's pro forma total liabilities
exceed the Company's pro forma net tangible assets as of March 31, 1998,
divided by the number of shares to be outstanding after giving effect to the
Acquisitions and the conversion of Preferred Stock. After giving effect to the
sale of the 6,458,334 shares offered hereby and deducting the estimated
underwriting discount and estimated offering expenses payable by the Company,
the Company's pro forma net tangible book value as of March 31, 1998 would
have been approximately $5.3 million, or approximately $0.37 per share, based
on an assumed initial public offering price of $12.00 per share (the midpoint
of the estimated initial public offering price range). This represents an
immediate increase in pro forma net tangible book value of approximately $8.36
per share to existing shareholders and an immediate dilution of approximately
$11.63 per share to new investors purchasing shares in this Offering. The
following table illustrates this per share pro forma dilution:

Initial public offering price per share.......................... $12.00
Pro forma net tangible book value (deficit) per share before
this Offering................................................. $(7.99)
Increase in pro forma tangible value attributable to new
investors..................................................... 8.36
Pro forma net tangible book value per share after this Offering.. .37
------
Dilution per share to new investors.............................. $11.63
======

The following table sets forth, on a pro forma basis to give effect to the
Acquisitions and the closing of this Offering and the application of the
estimated net proceeds therefrom as of March 31, 1998, the number of shares of
Common Stock purchased from the Company, the net tangible total consideration
paid to the Company and the average price per share paid to the Company by
existing shareholders (including persons acquiring Common Stock in the
Acquisitions) and the new investors purchasing shares from the Company in this
Offering (before deducting the underwriting discount and estimated offering
expenses):

TOTAL
SHARES PURCHASED CONSIDERATION(1) AVERAGE
------------------ ---------------- PRICE PER
NUMBER PERCENT AMOUNT SHARE
---------- ------- ---------------- ---------

Existing shareholders............. 7,857,993 54.9% $(62,804,000) $(7.99)
New investors..................... 6,458,334 45.1% $ 77,500,008 $12.00
---------- ------ ------------
Total........................... 14,316,327 100.0% $ 15,356,008
========== ====== ============

- --------
(1) Total consideration paid by existing shareholders (including existing
shareholders who received shares of Common Stock as a result of the
conversion of Preferred Stock) represents the pro forma shareholders'
equity of the Company less pro forma goodwill before giving effect to the
Offering adjustments set forth on the Unaudited Pro Forma Combined Balance
Sheet of the Company included herein.

SELECTED HISTORICAL AND PRO FORMA COMBINED FINANCIAL DATA

WORK will acquire the Founding Companies simultaneously with and as a
condition to the consummation of this Offering. For financial statement
presentation purposes, Sparks has been identified as the accounting acquirer.
The following selected historical financial data of Sparks for fiscal years
1995, 1996 and 1997, and as of December 31, 1996 and 1997, have been derived
from the Audited Combined Financial Statements of Sparks included elsewhere in
this Prospectus. The following selected historical financial data for Sparks
for the years ended December 31, 1993 and 1994 and the three months ended
March 31, 1997 and 1998, and as of December 31, 1993, 1994 and 1995 and March
31, 1998, have been derived from unaudited consolidated financial statements
of Sparks which have been prepared on the same basis as the audited financial
statements and, in the opinion of Sparks, reflect all adjustments, consisting
of normal recurring adjustments, necessary for a fair presentation of such
data. The following summary unaudited pro forma financial information presents
certain data for the Company, as adjusted for (i) the effects of the
Acquisitions on a historical basis, (ii) the effects of certain pro forma
adjustments to the historical financial statements, (iii) the consummation of
this Offering and the application of the net proceeds therefrom, and (iv) the
Reverse Stock Split. The pro forma financial data of the Company do not
purport to represent what the Company's results of operations or financial
position actually would have been had these events, in fact, occurred on the
date or at the beginning of the period indicated, nor are they intended to
project the Company's results of operations or financial position for any
future date or period. See the Unaudited Pro Forma Combined Financial
Statements and the notes thereto included elsewhere in this Prospectus.

SPARKS
-------------------------------------------------------
THREE MONTHS
ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
---------------------------------------- --------------
1993 1994 1995 1996 1997 1997 1998
------- ------- ------- ------- ------- ------ ------
(IN THOUSANDS)

STATEMENT OF OPERATIONS
DATA:
Revenues................ $10,501 $10,696 $15,777 $22,644 $27,124 $6,896 $7,168
Cost of services........ 7,513 7,853 11,249 16,598 19,604 5,025 5,116
------- ------- ------- ------- ------- ------ ------
Gross profit............ 2,988 2,843 4,528 6,046 7,520 1,871 2,052
Selling, general and
administrative
expenses............... 3,049 2,317 2,831 3,802 4,634 1,070 1,210
------- ------- ------- ------- ------- ------ ------
Income (loss) from
operations............. (61) 526 1,697 2,244 2,886 801 842
Other income (expense),
net.................... 15 25 43 55 58 (7) 2
Interest expense........ -- -- -- 3 14 2 --
------- ------- ------- ------- ------- ------ ------
Net income (loss)....... $ (46) $ 551 $ 1,740 $ 2,296 $ 2,930 $ 792 $ 844
======= ======= ======= ======= ======= ====== ======

THE COMPANY
---------------------------
YEAR ENDED THREE MONTHS
DECEMBER 31, ENDED
1997 MARCH 31, 1998
------------ --------------
($ IN THOUSANDS,
EXCEPT PER SHARE DATA)

PRO FORMA COMBINED STATEMENT OF OPERATIONS
DATA(1):
Revenues......................................... $ 168,147 $ 45,345
Cost of services................................. 113,794 30,690
---------- ----------
Gross profit..................................... 54,353 14,655
Selling, general and administrative expenses(2).. 38,070 10,373
Amortization of goodwill(3)...................... 2,941 735
---------- ----------
Income from operations........................... 13,342 3,547
Other income (expense), net...................... 268 72
Interest expense(4).............................. 7 2
---------- ----------
Income before provision for income taxes......... 13,603 3,617
Provision for income taxes(5).................... 6,734 1,741
---------- ----------
Net income....................................... $ 6,869 $ 1,876
========== ==========
Net income per share--basic and diluted.......... $ .48 $ .13
========== ==========
Shares used in computing pro forma net income per
share(6)......................................... 14,316,327 14,316,327
========== ==========
OTHER DATA:
EBITDA(7)........................................ $ 17,335 $ 4,540
EBITDA margin.................................... 10.3% 10.0%
Gross margin..................................... 32.3% 32.3%

SPARKS AT MARCH 31, 1998
---------------------------------- --------------------------------
AT DECEMBER 31,
---------------------------------- SPARKS PRO FORMA AS
1993 1994 1995 1996 1997 ACTUAL COMBINED (8) ADJUSTED (9)
------ ------ ------ ------ ------ ------ ------------ ------------
(IN THOUSANDS)

BALANCE SHEET DATA:
Working capital
(deficit).............. $1,071 $1,370 $2,592 $3,094 $3,844 $4,221 $(66,231) $ 2,327
Total assets............ 1,690 2,005 3,022 4,622 5,154 5,549 134,702 135,381
Total debt, including
current portion........ 219 219 -- 200 -- -- 67,585 134
Stockholders' equity.... 1,244 1,525 2,711 3,369 3,964 4,326 54,854 122,984

- --------
(1) Assumes the Acquisitions and the Offering were completed on January 1,
1997.
(2) The pro forma combined statements of operations data include the effect of
(i) a reduction of approximately $7.4 million and $0.8 million in
compensation and benefits for the periods ended December 31, 1997 and
March 31, 1998, respectively, as agreed to as part of the purchase
agreements by the owners of the Founding Companies on a prospective basis;
and (ii) the elimination of a non-cash, non-recurring compensation charge
of approximately $7.4 million by the Company for the year ended December
31, 1997 offset by a charge of $0.8 million for incremental salary and
administration expenses.
(3) Reflects amortization of the goodwill to be recorded as a result of the
Acquisitions amortized over a 40-year period and computed on the basis
described in Note 3 of Notes to the Unaudited Pro Forma Combined Financial
Statements.
(4) Reflects the effect of the elimination of the assumed debt of the Founding
Companies resulting from the repayment of such debt with a portion of the
proceeds from the Offering.
(5) Assumes all income is subject to an effective corporate tax rate of 40%
and the non-deductibility of goodwill.
(6) The number of outstanding shares used in computing net income per share
includes (i) 905,718 shares issued by WORK prior to the Offering, (ii)
6,438,540 shares to be issued as consideration in the Acquisitions; (iii)
513,735 shares issued on the automatic conversion of the Preferred Stock
on completion of this Offering; and (iv) the 6,458,334 shares being
offered hereby.
(7) Represents earnings before interest, income taxes, depreciation and
amortization. Based on its experience in the industry, the Company
believes that EBITDA is an important tool for measuring the performance of
companies in the industry (including potential acquisition targets) in
several areas such as liquidity, operating performance and leverage. In
addition, lenders use EBITDA as a criterion in evaluating companies in the
industry. The EBITDA measure for the Company may not be consistent with
similarly titled measures for other companies. EBITDA should not be
considered as an alternative to operating or net income (as determined in
accordance with generally accepted accounting principles) as an indicator
of the Company's performance or to cash flow from operations (as
determined in accordance with generally accepted accounting principles) as
a measure of liquidity. See the historical statements of cash flows
included herein and "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Combined and Selected Founding
Companies" for discussion of other measures of performance determined in
accordance with generally accepted accounting principles and the Company's
sources and applications of cash flow.
(8) The pro forma combined balance sheet data (i) assume the Acquisitions
occurred on March 31, 1998; (ii) include the effect of assets distributed
to owners of certain of the Founding Companies; and (iii) gives effect to
a liability for the cash consideration of $66,850,000 to be paid in
connection with the Acquisitions.
(9) Adjusted for the sale of 6,458,334 shares of Common Stock offered hereby
and the application of the net proceeds therefrom. See "Use of Proceeds."

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

The following discussion should be read in conjunction with the Unaudited
Pro Forma Combined Financial Statements and related notes thereto and "Summary
Pro Forma Combined Financial Information" appearing elsewhere in this
Prospectus.

SUMMARY

The Company has been formed to become a leading domestic and international
provider of diversified staffing and outsourcing solutions and services.
Simultaneously with the closing and as a condition to this Offering, the
Company will acquire the 16 Founding Companies, which have been in business an
average of approximately 16 years and have 49 offices in 13 states, the
District of Columbia and one office in Toronto, Canada. On a pro forma basis,
the Company had revenues of $168.1 million and $45.3 million for the year
ended December 31, 1997 and the three months ended March 31, 1998,
respectively.

WORK, which has conducted no operations to date other than in connection
with this Offering and the Acquisitions, intends to integrate these businesses
and their operations and administrative functions. This integration process
may present opportunities to reduce costs through the elimination of
duplicative functions and through economies of scale, but will necessitate
additional costs and expenditures for corporate management and administration.
The Founding Companies have been managed throughout the periods discussed
below as independent private companies, and their results of operations
reflect different tax structures (S corporations and C corporations), which
have influenced, among other things, their historical levels of owners'
compensation. The owners of the Founding Companies and certain key employees
have prospectively agreed to certain reductions in their compensation and
benefits in connection with the Acquisitions. Except for the compensation and
benefits reductions aggregating $7.4 million and $0.8 million for the periods
ended December 31, 1997 and March 31, 1998, respectively, as provided for in
the agreements entered into in connection with certain of the Acquisitions, no
such cost savings were reflected in the pro forma results of operations data.
The Company will also incur corporate expenses related to being a public
company, implementation of an acquisition program and systems integration.
These various costs and possible cost-savings may make comparison of pro forma
operating results not comparable to, nor indicative of, future performance.

ORGANIZATION

Simultaneously with the closing of this Offering, WORK will acquire the 16
Founding Companies for an aggregate consideration of approximately $144.1
million, assuming an initial public offering price of $12.00 per share, which
consists of: (i) $66.9 million in cash, and (ii) 6,438,540 shares (or $77.2
million calculated solely for purposes of the Acquisitions at $12.00 per
share) of Common Stock. The estimated purchase price for the Founding
Companies is subject to certain adjustments at closing and, in the case of
three of the Founding Companies, earn-out arrangements. The closing of the
Acquisitions is also subject to certain customary conditions, including the
accuracy of the representations and warranties made by the Founding Companies,
the performance of their respective covenants in the agreements and the
nonexistence of a material adverse change in the results of operations,
financial condition or business of each Founding Company. See "Certain
Transactions--The Acquisitions."

OPERATIONS

Revenue and Cost of Services

The Company's revenues consist primarily of service fees paid by its clients
under client service agreements. In consideration for payment of such service
fees, the Company agrees to pay the direct costs associated with the worksite
employees. The Company accounts for service fees and the related direct
payroll costs using the accrual method of accounting. Under the accrual
method, service fees relating to worksite employees with earned but unpaid
wages at the end of each period are recognized as unbilled revenues and the
related direct payroll costs for such wages are accrued as a liability during
the period in which wages are earned

by the worksite employees. Subsequent to the end of each period, such wages
are paid and the related service fees are billed.

Permanent placement fees are recognized when the employment offer and
acceptance has occurred and the candidate's start date has been established.
Revenues from permanent placements are reported in the statement of operations
net of estimated adjustments due to placed candidates that terminate
employment within the Company's guarantee period (generally 30-90 days). The
net adjustment in the period presented is immaterial.

Cost of services consists primarily of wages paid to temporary employees and
related payroll taxes and workers' compensation expenses. Selling, general and
administrative expenses consist primarily of sales commissions, salaries,
travel and entertainment expenses, executive compensation and related
benefits, administrative salaries and benefits, marketing expenses, rent,
utilities, insurance and professional fees.

Gross profit is determined by deducting the direct cost of services for
temporary staffing revenues (temporary and contract personnel payroll, payroll
taxes and insurance costs) from total service revenues. The primary costs
associated with permanent placement revenues are sales commissions, which
generally increase in proportion with service revenue from permanent
placements. Consistent with industry practice, these costs are included in
selling, general and administrative expenses.

Goodwill

In July 1996, the SEC issued Staff Accounting Bulletin No. 97 ("SAB 97")
relating to business combinations immediately prior to an initial public
offering. SAB 97 requires that these combinations be accounted for using the
purchase method of accounting. Under the purchase method, the Founding Company
whose owners receive the largest portion of voting rights in the combined
enterprise is presumed to be the accounting acquirer. Accordingly, Sparks has
been designated as the accounting acquirer. For the remaining Founding
Companies and WORK, $117.7 million, representing the estimated excess of the
fair value of the acquisition consideration to be paid over the estimated fair
value of the net assets to be acquired, would be recorded as goodwill as
calculated on a proforma basis as of March 31, 1998. This goodwill will be
amortized as a non-cash charge to the Company's statements of operations over
a 40-year period. The pro forma impact of this amortization expense, which is
non-deductible for federal income tax purposes, is $2.9 million per year on an
after-tax basis. See "Risk Factors--Significant Intangible Assets."

S Corporation Elections

Prior to consummation of the Acquisitions, Absolutely, AIM, BeneTemps,
Burnett, CHP, CoreLink, Law Pros, Law Resources, PCN, Smith Hanley, Sparks,
Task and WSI (the "S Corporations") had elected to be treated as S
Corporations under the Internal Revenue Code of 1986, as amended (the "Code").
Following the Acquisitions, the Company will be subject to federal and state
income taxes. In general, an S Corporation is not treated as a separate
taxable entity, and an S Corporation's gains, income, losses and separately
stated tax items are taxed to its shareholders on a pro rata basis. Certain of
the Founding Companies have made periodic distributions to their shareholders.
The balance of taxed or taxable accumulated earnings which have not been
distributed is reflected in the accumulated adjustment accounts ("AAA
Account") for each such Founding Company. In connection with the Acquisitions,
the S Corporation status of the S Corporations will terminate and, therefore,
the S Corporations will make a distribution to their existing shareholders of
the AAA Account in an aggregate principal amount estimated to equal
approximately $8.2 million at the time of the Offering. The Company expects
that certain of the S Corporations will borrow approximately $3.3 million to
fund their AAA Account distributions, which indebtedness will be repaid from
the aggregate cash and cash equivalents of the Founding Companies. See
"Certain Transactions--The Acquisitions."

Income Taxes

recognized for temporary differences between financial statement and income
tax bases of assets and liabilities and net operating loss carryforwards, and
is measured using enacted tax rates expected to apply to taxable income in the
years in which these temporary differences are expected to be recovered or
settled.

Management Shares

In 1997 WORK sold shares of Common Stock to its management, directors,
founders and consultants. As a result, WORK recorded a non-recurring, non-cash
compensation charge of approximately $7.4 million in 1997, representing the
difference between the amount paid for the shares and the estimated fair value
of the shares at such time. The fair value of such Common Stock was based on
the value of other WORK equity offerings at approximately the same time.

PRO FORMA RESULTS OF OPERATIONS

WORK will acquire the Founding Companies concurrently with and as a
condition to the consummation of this Offering. For financial statement
presentation purposes, Sparks has been identified as the accounting acquirer.
The following summary of unaudited pro forma financial data presents certain
data for the Company, as adjusted for (i) the effects of the Acquisitions on a
historical basis, (ii) the effects of certain pro forma adjustments to the
historical financial statements and (iii) the consummation of this Offering
and the application of the estimated net proceeds therefrom. See "Selected
Historical and Pro Forma Combined Financial Data" and the Unaudited Pro Forma
Combined Financial Statements and the notes thereto included in this
Prospectus.

PRO FORMA COMBINED STATEMENT OF OPERATIONS DATA

YEAR ENDED
DECEMBER 31,
1997
----------------
AMOUNT %
---------- -----
(DOLLARS IN
THOUSANDS,
EXCEPT PER SHARE
DATA)

Revenues...................................................... $ 168,147 100.0%
Cost of revenues.............................................. 113,794 67.7%
Gross profit.................................................. 54,353 32.3%
Selling, general and administrative expenses.................. 38,070 22.6%
Amortization of goodwill...................................... 2,941 1.7%
---------- -----
Operating income.............................................. 13,342 7.9%
Interest expense.............................................. 7 --
Other income, net............................................. 268 0.2%
---------- -----
Income before income taxes.................................... 13,603 8.1%
Income tax expense (benefit).................................. 6,734 4.0%
---------- -----
Net income.................................................... 6,869 4.1%
========== =====
Pro forma net income per share--basic and diluted............. $ .48
==========
Shares used in computing pro forma net income per share....... 14,316,327
==========

PRO FORMA LIQUIDITY AND CAPITAL RESOURCES

At March 31, 1998, on a pro forma combined basis, after giving effect to (i)
distributions by the S Corporations from their AAA Accounts of approximately
$8.2 million, (ii) distributions of approximately $13.1 million of accounts
receivable by the S Corporations regarding the change of tax accounting
methods from the cash to accrual method, (iii) the Acquisitions, (iv) the
repayment of approximately $3.3 million in debt of the Founding Companies
incurred to fund AAA account distributions from aggregate cash and cash
equivalents of

the Founding Companies available after the Acquisitions, and (v) the closing
of this Offering and the Company's application of its net proceeds therefrom
to repay approximately $0.6 million of indebtedness of the Founding Companies
and fund the $66.9 million cash portion of the Acquisitions, the Company would
have had an aggregate of $2.5 million of cash and cash equivalents, $2.3
million of working capital and $0.1 million of capital lease obligations.

The Company has recently received a commitment letter from to
provide the Credit Facility, which would be available upon the closing of this
Offering. According to the proposed terms, the Company would have a line of
credit of up to $ million, which may be used for general corporate
purposes, including acquisitions, capital expenditures and working capital.
The Credit Facility will be secured by all accounts receivable, inventory,
equipment, and stock of subsidiaries of the Company. The Company expects the
Credit Facility will require compliance with various affirmative and negative
covenants, including, but not limited to, (i) maintenance of certain financial
ratios, (ii) a restriction on additional indebtedness and (iii) restrictions
on liens, guarantees, advances, dividends and business activities unrelated to
the Company's existing operations. Failure to comply with such covenants and
restrictions would constitute an event of default under the Credit Facility.
The Credit Facility is subject to negotiation of definitive documentation and
certain other customary conditions, and there can be no assurance that the
Company will be able to obtain the Credit Facility on terms acceptable to the
Company.

The Company intends to pursue acquisition opportunities. The Company expects
to fund future acquisitions through the issuance of additional Common Stock,
borrowings, including amounts available under the Credit Facility, and cash
flow from operations. To the extent the Company funds a significant portion of
the consideration for future acquisitions with cash, it may have to increase
the amount available under the Credit Facility or obtain other sources of
financing. There can be no assurance such financing will be available on terms
acceptable to the Company. The Company expects that its cash flow from
operations, together with borrowings under the Credit Facility, will provide
cash sufficient to meet the Company's normal working capital needs, debt
service requirements and planned capital expenditures for property and
equipment (exclusive of acquisitions of other businesses) for the next several
years.

On a pro forma combined basis, the Company made capital expenditures for
property and equipment of $1.0 million in fiscal 1997. The Company has no
current material commitments for capital expenditures.

Three of the Founding Companies have the ability to receive additional
amounts of purchase price, payable in cash in 1999 and 2000, contingent upon
the occurrence of future events. The Company currently estimates that this
amount will be approximately $12.0 million, if certain target levels are
exceeded, but the amount of the earn out payments could be greater or lesser
than that amount depending upon the performance of those companies.

INFLATION

Due to the relatively low level of inflation experienced in 1997, inflation
did not have a significant effect on the pro forma results of operations of
the Company in 1997. However, there can be no assurances that the Company's
business will not be affected by inflation in the future.

SEASONALITY AND QUARTERLY FLUCTUATIONS

The Founding Companies historically have experienced quarterly fluctuations
in revenue, operating income and cash flows. The Company may also have
quarterly fluctuations in operations as a result of the addition or losses of
new clients, the timing and magnitude of acquisitions and capital
expenditures, changes in revenue mix and the selling, general and
administrative costs to support the Company's growth.

The Company's operating results have historically fluctuated from quarter to
quarter. In addition, due to the timing of the assessment of employment
related taxes, the Company's gross profit margin typically improves

from quarter to quarter within each year with the first quarter generally
being the least favorable. Employment related taxes are based on the
cumulative earnings of individual employees up to a specified wage level.
Since the Company's revenues related to an individual employee are generally
earned and collected at a relatively constant rate throughout each year,
payment of such unemployment tax obligations may have a substantial impact on
the Company's financial condition and results of operations during the first
six months of each year. In addition, the Company's operations are also
affected by the seasonal fluctuations in the businesses of the Company's
clients, as well as the fluctuations in the demand for staffing services,
which are typically stronger in the second and third quarters for calendar
year clients.

YEAR 2000 RISKS

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income"
("SFAS 130") which establishes standards for reporting and display of
comprehensive income and its components. The required interim disclosures for
SFAS 130 will be included in the quarterly reports on Form 10-Q in 1998, and
the annual presentation disclosures will be included in the Company's December
31, 1998 consolidated financial statements. The adoption of SFAS 130 will have
no impact on the Company's results of operations, financial position or cash
flows and any effect will be limited to the presentation of its consolidated
financial statements.

In June 1997, the FASB issued SFAS No. 131, Disclosure About Segments of an
Enterprise and Related Information ("SFAS 131"). SFAS 131 establishes
standards for the manner in which business enterprises are to report
information about operating segments in its annual statements and requires
those enterprises to report selected information regarding operating segments
in interim financial reports issued to shareholders. It also establishes
standards for related disclosures about products and services, geographic
areas and major customers. SFAS 131 is effective for fiscal years beginning
after December 15, 1997. Financial statements disclosures for prior periods
are required to be restated. The Company is in the process of evaluating the
disclosure requirements. The adoption of SFAS 131 will not have an impact on
the Company's results of operations, financial position or cash flows and any
effect will be limited to the presentation of its disclosures.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--COMBINED AND SELECTED FOUNDING COMPANIES

The following discussions should be read in conjunction with the Financial
Statements of the Founding Companies and related notes appearing elsewhere in
this Prospectus.

COMBINED FOUNDING COMPANIES GROSS PROFIT DATA

The historical combined gross profit data of the Founding Companies for the
periods presented do not represent historical combined gross profit data
presented in accordance with generally accepted accounting principles, but are
only a summation of the revenue and cost of services of the individual
Founding Companies. The historical combined gross profit data may not be
indicative of the Company's post-combination gross profit data for a number of
reasons.

The following table sets forth certain selected combined gross profit data
of the Founding Companies on a historical basis and as a percentage of total
revenues for the periods indicated (in thousands):

THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
--------------------------------------- ------------------------
1995 1996 1997 1997 1998
----------- ------------ ------------ ----------- -----------

Revenue................. $96,636 100% $126,744 100% $168,147 100% $39,179 100% $45,345 100%
Cost of services........ 64,409 67% 84,536 67% 113,794 68% 26,479 68% 30,690 68%
------- --- -------- --- -------- --- ------- --- ------- ---
Gross profit............ 32,227 33% 42,208 33% 54,353 32% 12,700 32% 14,655 32%
======= === ======== === ======== === ======= === ======= ===

Comparison of Three Months Ended March 31, 1998 and 1997

REVENUE.--Combined revenue increased $6.2 million, or 16%, from $39.2
million for the three months ended March 31, 1997 to $45.3 million for the
three months ended March 31, 1998. The aggregate net increase was due
primarily to the opening of new branch offices, the addition of new customers
and volume increases with existing customers, offset by a reduction in call
center service volume. Exclusive of the reduction in call center volume,
revenue increased 22% for the three months ended March 31, 1998 as compared to
the three months ended March 31, 1997.

GROSS PROFIT.--Combined gross profit increased $2.0 million, or 15%, from
$12.7 million for the three months ended March 31, 1997 to $14.7 million for
the three months ended March 31, 1998. The overall increase was a result of
the increase in revenues. Gross profit as a percentage of revenues remained
constant at 32% for the three months ended March 31, 1997 and 1998.

Comparison of 1997, 1996 and 1995

Revenue.--Combined revenue increased $41.4 million, or 33%, from $126.7
million for 1996 to $168.1 million for 1997. Combined revenue increased $30.1
million, or 31%, from $96.6 million in 1995 to $126.7 million in 1996. These
increases were due primarily to the opening of new branch offices, the
addition of new customers and volume increases with existing customers.

Gross Profit.--Combined gross profit increased $12.2 million, or 29%, from
$42.2 million for 1996 to $54.4 million for 1997. Combined gross profit
increased $10.0 million, or 31%, from $32.2 million for 1995 to $42.2 million
for 1996. Overall combined gross profit as a percentage of combined revenues
was 32% in 1997, and 33% in 1996 and 1995.

COMBINED LIQUIDITY AND CAPITAL RESOURCES

The following table sets forth selected cash flow information for WORK on a
combined historical basis (in thousands):

THREE MONTHS
ENDED MARCH
YEAR ENDED 31,
DECEMBER 31, ---------------
1997 1997 1998
------------ ------ -------

Net cash provided by operating activities......... $ 6,773 $3,834 $ 3,830
Net cash used in investing activities............. (1,476) (266) (795)
Net cash used in financing activities............. (2,680) (844) (1,440)
------- ------ -------
Net increase in cash and cash equivalents......... $ 2,617 $2,724 $ 1,595
======= ====== =======

For the three months ended March 31, 1998, on a combined basis, the Company
generated $3.8 million of net cash from operating activities, primarily from
net income of $3.2 million. Combined net cash used in investing activities
totaled $0.8 million, primarily for the purchase of furniture, fixtures and
equipment. Combined net cash used in financing activities totaled $1.4
million, primarily for net payments of $1.5 million on lines of credit and
dividends and distributions to shareholders of $1.0 million, offset by
proceeds of $1.3 million from the issuance of WORK preferred stock.

During 1997, on a combined basis, the Company generated $6.8 million of net
cash from operating activities. Cash provided by operating activities was
primarily net income of $1.4 million adjusted for $9.3 million of non-cash
expenses and an increase in accounts payable and accrued expenses of $2.3
million, partially offset by a $5.1 million increase in accounts receivable.
Combined net cash used in investing activities was $1.5 million, primarily for
the purchase of furniture, fixtures and equipment. Combined net cash used in
financing activities was $2.7 million, primarily $3.6 million in dividends,
distributions and note payments to Founding Company shareholders, and net
payments of $0.3 million on outstanding debt, offset by proceeds of $0.9
million from the issuance of WORK preferred stock.

SPARKS PERSONNEL SERVICES, INC., AND AFFILIATES

Sparks has been in business since 1970. Sparks provides staffing services
with emphasis on higher-end office automation and accounting clerical
staffing; together with customer service, help desk and telemarketing
positions in the communications, computer and insurance industries.

Results of Operations

The following table sets forth certain historical financial data of Sparks
and that data as a percentage of revenue for the periods indicated:

THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------------------- ----------------------
1995 1996 1997 1997 1998
----------- ----------- ----------- ---------- ----------
(DOLLARS IN THOUSANDS)

Revenue................. $15,777 100% $22,644 100% $27,124 100% $6,896 100% $7,168 100%
Cost of services........ 11,249 71% 16,598 73% 19,604 72% 5,025 73% 5,116 71%
------- ------- ------- ------ ------
Gross profit............ 4,528 29% 6,046 27% 7,520 28% 1,871 27% 2,052 29%
S G & A................. 2,831 18% 3,802 17% 4,634 17% 1,070 15% 1,210 17%
------- ------- ------- ------ ------
Operating income........ $ 1,697 11% $ 2,244 10% $ 2,886 11% $ 801 12% $ 842 12%
======= ======= ======= ====== ======

Comparison of Three Months Ended March 31, 1998 and 1997

Revenue.--Revenue increased $0.3 million, or 4%, from $6.9 million for the
three months ended March 31, 1997 to $7.2 million for the three months ended
March 31, 1998. This increase was primarily due to an increase in volume to
existing customers and the addition of new customers.

Gross Profit.--Gross profit increased $0.2 million, or 10%, from $1.9
million for the three months ended March 31, 1997 to $2.1 million for the
three months ended March 31, 1998. The gross profit percentage increased from
27% for the first quarter of 1997 to 29% for the same period in 1998.

Selling, General and Administrative Expenses.--Selling, general and
administrative expenses increased $0.1 million, or 13%, from $1.1 million for
three months ended March 31, 1997 to $1.2 million for the three months ended
March 31, 1998. This increase was primarily due to increased personnel costs
to support revenue growth. Selling, general and administrative expenses
increased as a percent of revenue from 15% for the first quarter of 1997 to
17% for the same period in 1998.

Comparison of 1997, 1996 and 1995

Revenue.--Revenue increased $4.5 million, or 20%, from $22.6 million in 1996
to $27.1 million in 1997. Revenue increased $6.9 million, or 44%, from $15.8
million in 1995 to $22.6 million in 1996. These increases were due primarily
to volume increases with existing and new customers and revenue from new
branch offices.

Gross Profit.--Gross profit increased $1.5 million, or 24%, from $6.0
million in 1996 to $7.5 million in 1997. Gross profit increased $1.5 million,
or 34%, from $4.5 million in 1995 to $6.0 million in 1996. Overall gross
profit as a percentage of revenue was 28% in 1997, 27% in 1996, and 29% in
1995.

Selling, General and Administrative Expenses.--Selling, general and
administrative expenses increased $0.8 million, or 22%, from $3.8 million in
1996 to $4.6 million in 1997. Selling, general and administrative expenses
increased $1.0 million, or 34%, from $2.8 million in 1995 to $3.8 million in
1996. These increases were primarily due to increased personnel costs
associated with revenue growth and costs of new branch offices. Selling,
general and administrative expenses as a percent of revenue remained constant
at 17% for 1997 and 1996 and was 18% in 1995.

Liquidity and Capital Resources

The following table sets forth selected information from Sparks statements
of cash flows:

THREE MONTHS
ENDED
YEAR ENDED MARCH 31,
DECEMBER 31, -------------
1997 1997 1998
------------ ------ -----
(DOLLARS IN THOUSANDS)

Net cash provided by operating activities.......... $ 3,077 $1,163 $ 994
Net cash provided by (used in) investing
activities........................................ (168) 11 (13)
Net cash used in financing activities.............. (2,577) (75) (511)
------- ------ -----
Net increase in cash and cash equivalents.......... $ 332 $1,099 $ 470
======= ====== =====

For the three months ended March 31, 1997, Sparks generated $1.0 million in
net cash from operating activities primarily from net income of $0.8 million.
Net cash used in financing activities was primarily for shareholder
distributions of $0.5 million. Sparks had working capital of $4.2 million with
no debt outstanding at March 31, 1998.

For the year ended December 31, 1998, Sparks generated $3.1 million in net
cash from operating activities primarily from net income of $2.9 million. Net
cash used in financing activities of $2.6 million was primarily for
shareholder distributions of $2.4 million. Sparks had working capital of $3.8
million with no debt outstanding at December 31, 1997.

THE BURNETT COMPANIES CONSOLIDATED, INC.

Burnett is headquartered in Houston, Texas, with branch offices located in
Austin and El Paso, Texas. Burnett has been in business since 1974 and
provides higher-end office automation and accounting clerical personnel;
engineering; telemarketing specialists; information technology specialists;
accounting, finance and other specialists; and production/assembly and
distribution personnel.

Results of Operations

The following table sets forth certain historical financial data of Burnett
and that data as a percentage of revenue for the periods indicated:

YEAR ENDED THREE MONTHS ENDED
------------------------------------- -----------------------
DECEMBER DECEMBER DECEMBER MARCH 29, MARCH 28,
30, 1995 28, 1996 27, 1997 1997 1998
----------- ----------- ----------- ---------- -----------
(DOLLARS IN THOUSANDS)

Revenue................. $23,871 100% $30,377 100% $41,201 100% $9,513 100% $10,995 100%
Cost of services........ 17,405 73% 22,152 73% 30,672 74% 7,207 76% 8,033 73%
------- ------- ------- ------ -------
Gross profit............ 6,466 27% 8,225 27% 10,529 26% 2,306 24% 2,962 27%
S G & A................. 5,703 24% 6,570 22% 8,130 20% 1,813 19% 2,256 21%
------- ------- ------- ------ -------
Operating income........ $ 763 3% $ 1,655 5% $ 2,399 6% $ 493 5% $ 706 6%
======= ======= ======= ====== =======

Comparison of Three Months Ended March 28, 1998 and 1997

Revenue.--Revenue increased $1.5 million, or 16%, from $9.5 million for the
three months ended March 29, 1997 to $11.0 million for the three months ended
March 28, 1998. This increase was primarily related to volume from new
customers. Temporary placement revenue increased $1.2 million and permanent
placement revenue increased $0.3 million.

Gross Profit--Gross profit increased $0.7 million or 28%, from $2.3 million
for the three months ended March 29, 1997 to $3.0 million for the three months
ended March 28, 1998. Gross profit as a percentage of revenue increased from
24% to 27% for the three months ended March 29, 1997 and March 28, 1998,
respectively. This margin increase was primarily associated with growth in
permanent placements.

Selling, General and Administrative Expenses.--Selling, general and
administrative expenses increased $0.4 million, or 24%, from $1.8 million for
the three months ended March 29, 1997 to $2.2 million for the three months
ended March 28, 1998. This increase was primarily due to increased salaries
and commissions. Selling, general and administrative expenses as a percentage
of revenue increased from 19% to 21% for the three months ended March 29, 1997
and March 28, 1998, respectively.

Comparison of 1997, 1996 and 1995

Revenue.--Revenue increased $10.8 million, or 36%, from $30.4 million in
1996 to $41.2 million in 1997. Revenue increased $6.5 million, or 27%, from
$23.9 million in 1995 to $30.4 million in 1996. These increases were primarily
due to increased volume with existing customers and the addition of new
customers. Temporary placement revenue increased $10.3 million and $6.3
million from 1996 to 1997, and from 1995 to 1996, respectively. Permanent
placement revenue increased $0.5 million from 1996 to 1997, and $0.2 million
from 1995 to 1996.

Gross Profit.--Gross profit increased $2.3 million, or 28%, from $8.2
million in 1996 to $10.5 million in 1997. Gross profit as a percentage of
revenue decreased from 27% in 1996 to 26% in 1997. Gross profit increased $1.8
million, or 27%, from $6.4 million in 1995 to $8.2 million in 1996. Gross
profit as a percentage of revenue was 27% in 1995.

Selling, General and Administrative Expenses.--Selling, general and
administrative expenses increased $1.5 million, or 24%, from $6.6 million in
1996 to $8.1 million in 1997. This increase was primarily due to increased
salaries and commissions. Selling, general and administrative expenses as a
percentage of revenue decreased from 22% in 1996 to 20% in 1997. Selling,
general and administrative expenses increased $0.9 million or 15%, from $5.7
million in 1995 to $6.6 million in 1996. This increase was primarily due to
increased salaries and commissions, and new facility costs. Selling, general
and administrative expenses as a percentage of revenue decreased from 24% in
1995 to 22% in 1996.

Liquidity and Capital Resources

The following table sets forth selected information from Burnett statements
of cash flows:

THREE MONTHS ENDED
YEAR ENDED -------------------
DECEMBER 27, MARCH 29, MARCH 28,
1997 1997 1998
------------ --------- ---------
(DOLLARS IN THOUSANDS)

Net cash provided by operating activities..... $2,565 $903 $ 74
Net cash used in investing activities......... (551) (95) (131)
Net cash used in financing activities......... (590) (87) (240)
------ ---- -----
Net increase (decrease) in cash and cash
equivalents.................................. $1,424 $721 $(297)
====== ==== =====

For the three months ended March 31, 1998, net cash provided by operating
activities was $0.1 million, primarily net income before depreciation of $0.8
million offset by increased accounts receivable of $0.8 million. Net cash used
in investing activities relates primarily to the purchase of furniture,
fixtures and equipment. Net cash used in financing activities of $0.2 million
related primarily to shareholder distributions. Burnett had working capital of
$6.5 million and debt outstanding of $0.1 million at March 28, 1998.

For the fiscal year ended December 27, 1997, net cash provided by operating
activities was $2.6 million, primarily net income before depreciation of $2.9
million and increased accounts payable and accrued payroll expenses of $0.6
million, partially offset by increased accounts receivable of $0.9 million.
Net cash used in investing activities totaled $0.6 million, primarily the
purchase of furniture, fixtures and equipment. Net cash used in financing
activities totaled $0.6 million for debt payments, treasury stock purchases
and shareholder distributions of $0.2 million, $0.1 million and $0.3 million,
respectively. Burnett had working capital of $6.0 million and debt outstanding
of $0.1 million at December 27, 1997.

PROFESSIONAL CONSULTING NETWORK, INC.

PCN has been in business since 1988. From its headquarters in San Francisco,
California, PCN provides staffing services in information technology,
management information systems, software engineering and design services to
companies in Northern California.

Results of Operations

The following table sets forth certain historical financial data of PCN and
that data as a percentage of revenue for the periods indicated:

THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
----------------------------------- ----------------------
1995 1996 1997 1997 1998
---------- ---------- ----------- ---------- ----------
(DOLLARS IN THOUSANDS)

Revenue........... $9,236 100% $9,902 100% $11,286 100% $2,602 100% $3,392 100%
Cost of services.. 6,905 75% 6,871 69% 7,385 65% 1,717 66% 2,281 67%
------ ------ ------- ------ ------
Gross profit...... 2,331 25% 3,031 31% 3,901 35% 885 34% 1,111 33%
S G & A........... 2,078 22% 2,591 26% 3,002 27% 834 32% 734 22%
------ ------ ------- ------ ------
Operating income.. $ 253 3% $ 440 4% $ 899 8% $ 51 2% $ 377 11%
====== ====== ======= ====== ======

Comparison of Three Months Ended March 31, 1998 and 1997

Revenue.--Revenue increased $0.8 million, or 30%, from $2.6 million for the
three months ended March 31, 1997 to $3.4 million for the three months ended
March 31, 1998. This increase was primarily due to higher sales volumes.

Gross Profit.--Gross profit increased $0.2 million, or 25%, from $0.9
million for the three months ended March 31, 1997 to $1.1 million for the
three months ended March 31, 1998. Gross profit as a percentage of revenue
decreased from 34% for the three months ended March 31, 1997 to 33% for the
three months ended March 31, 1998. Both the dollar increase and the percentage
decrease was a result of increased temporary staffing service volumes which
has lower profit margins than permanent placements.

Selling, General and Administrative Expenses.--Selling, general and
administrative expenses decreased $0.1 million, or 12%, from $0.8 million for
three months ended March 31, 1997 to $0.7 million for the three months ended
March 31, 1998. This decrease was primarily due to lower professional fees.

Comparison of 1997, 1996 and 1995

Revenue.--Revenue increased $1.4 million, or 14%, from $9.9 million in 1996
to $11.3 million in 1997. The increase was due primarily to increased volume
in temporary staffing revenue of $0.7 million, or 8%, and an increase in
permanent placement revenue of $0.7 million, or 62%, from 1996 to 1997.
Revenue increased $0.7 million, or 7%, from $9.2 million in 1995 to $9.9
million in 1996. This increase was primarily due to an increase in permanent
placement revenue of $0.6 million, or 106%, from 1995 to 1996.

Gross Profit.--Gross profit increased $0.9 million, or 29%, from $3.0
million in 1996 to $3.9 million in 1997. Gross profit increased $0.7 million,
or 30%, from $2.3 million in 1995 to $3.0 million in 1996. The increase in
gross profit as a percentage of revenue to 35% in 1997 from 31% in 1996 and
25% in 1995 reflects the change in sales mix with revenue related to permanent
placement increasing to 17% of total revenue in 1997 from 12% in 1996 and 6%
in 1995.

Selling, General and Administrative Expenses.--Selling, general and
administrative expenses increased $0.4 million, or 16%, from $2.6 million in
1996 to $3.0 million in 1997. Selling, general and administrative expenses
increased $0.5 million, or 25%, from $2.1 million in 1995 to $2.6 million in
1996. These increases were primarily due to increased personnel costs to
support revenue growth. Selling, general and administrative expenses as a
percent of revenue increased to 27% in 1997 from 26% in 1996 and 22% in 1995.

Liquidity and Capital Resources

The following table sets forth selected information from PCN's statements of
cash flows:

THREE MONTHS
ENDED
YEAR ENDED MARCH 31,
DECEMBER 31, -------------
1997 1997 1998
------------ ----- ------
(DOLLARS IN THOUSANDS)

Net cash provided by operating activities.......... $ 498 $ 985 $1,236
Net cash used in investing activities.............. (40) (13) (68)
Net cash used in financing activities.............. (486) (600) (516)
----- ----- ------
Net increase (decrease) in cash and cash
equivalents....................................... $ (28) $ 372 $ 652
===== ===== ======

For the three months ended March 31, 1998, PCN generated net cash from
operating activities of $1.2 million. Net cash used in financing activities of
$0.5 million primarily represents shareholders distributions and net payments
on line of credit. At March 31, 1998, PCN had working capital of $1.9 million
and no outstanding debt.

For the year ended December 31, 1997, PCN generated net cash from operating
activities of $0.5 million, primarily from net income. Net cash used in
financing activities of $0.5 million, primarily represents shareholders
distributions and officer loan payments. At December 31, 1997, PCN had working
capital of $1.7 million and $0.4 million of outstanding debt.

SMITH HANLEY ASSOCIATES, INC.

Smith Hanley has been in business since 1980, and provides permanent
placement and temporary staffing services. Smith Hanley provides services in
the biostatistician, SAS programming, quantitative marketing, data
warehousing, investment banking, and commercial insurance specialities through
its offices located in New York, New York; Chicago, Illinois; Athens, Georgia;
Philadelphia, Pennsylvania; Orlando, Florida; and Southport, Connecticut.

Results of Operations

The following table sets forth certain historical financial data of Smith
Hanley and that data as a percentage of revenue for the periods indicated:

THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------------------ ----------------------
1995 1996 1997 1997 1998
---------- ----------- ----------- ---------- ----------
(DOLLARS IN THOUSANDS)

Revenue................. $7,315 100% $11,943 100% $16,321 100% $4,042 100% $4,044 100%
Cost of services........ 717 10% 2,546 21% 4,551 28% 982 24% 1,357 34%
------ ------- ------- ------ ------
Gross profit............ 6,598 90% 9,397 79% 11,770 72% 3,060 76% 2,687 66%
S G & A................. 6,327 86% 9,092 76% 11,047 68% 2,419 60% 2,261 56%
------ ------- ------- ------ ------
Operating income........ $ 271 4% $ 305 3% $ 723 4% $ 641 16% $ 426 10%
====== ======= ======= ====== ======

Comparison of Three Months Ended March 31, 1998 and 1997

Revenue.--Smith Hanley had revenues of $4.0 million for the three months
ended March 31, 1997 and for the three months ended March 31, 1998. Permanent
placement revenue decreased 20% for the first quarter of 1998 as compared to
the same period in 1997 primarily relating to the timing of placements.
Temporary staffing revenue increased 43% reflecting Smith Hanley's successful
entry into new specialty services in 1997.

Gross Profit.--Gross profit decreased $0.4 million, or 12%, from $3.1
million for the quarter ended March 31, 1997 to $2.7 million for the quarter
ended March 31, 1998. The decrease in gross profit and in gross profit
percentage from 76% to 66% reflects the change in sales mix with temporary
staffing revenue representing 46% of total revenue in the first quarter 1998
compared to 32% in the first quarter of 1997.

Selling, General and Administrative Expenses.--Selling, general and
administrative expenses decreased $0.1 million or 7%, from $2.4 million for
the three months ended March 31, 1997 to $2.3 million for the three months
ended March 31, 1998. Selling, general and administrative expenses as a
percent of revenue decreased from 60% in 1997 to 56% in 1998. The dollar and
percent decreases were primarily due to a decrease in commission expense
corresponding with the decrease in permanent placement fees.

Comparison of 1997, 1996 and 1995

Revenue.--Revenue increased $4.4 million, or 37%, from $11.9 million in 1996
to $16.3 million in 1997. Revenue increased $4.6 million, or 63%, from $7.3
million in 1995 to $11.9 million in 1996. These increases were due primarily
to increased sales volume including growth in temporary staffing services of
$2.7 million, or 80% from 1996 to 1997 and $2.4 million, or 249%, from 1995 to
1996; and permanent placement fees of $1.7 million, or 20%, from 1996 to 1997
and $2.2 million, or 35%, from 1995 to 1996.

Gross Profit.--Gross profit increased $2.4 million, or 25%, from $9.4
million in 1996 to $11.8 million in 1997. Gross profit increased $2.8 million,
or 42%, from $6.6 million in 1995 to $9.4 million in 1996. The decrease in
gross profit as a percent of revenue to 72% in 1997 from 79% in 1996 and 90%
in 1995 reflects the change in sales mix with temporary staffing revenue
representing 37%, 28% and 13% in 1997, 1996 and 1995, respectively.

Selling, General and Administrative Expenses.--Selling, general and
administrative expenses increased $1.9 million, or 22%, from $9.1 million in
1996 to $11.0 million in 1997. Selling, general and administrative expenses
increased $2.8 million, or 44%, from $6.3 million in 1995 to $9.1 million in
1996. These increases were primarily due to increased personnel costs and an
increase in commission expense corresponding to the increase in permanent
placement fees.

Liquidity and Capital Resources

The following table sets forth selected information from Smith Hanley's
statements of cash flows:

THREE
MONTHS
ENDED
YEAR ENDED MARCH 31,
DECEMBER 31, ------------
1997 1997 1998
------------ ----- -----
(DOLLARS IN THOUSANDS)

Net cash used in operating activities............... $(115) $(386) $ (73)
Net cash used in investing activities............... (251) (82) (100)
Net cash used in financing activities............... (80) (17) --
----- ----- -----
Net decrease in cash and cash equivalents........... $(446) $(485) $(173)
===== ===== =====

For the three months ended March 31, 1998, Smith Hanley used $0.1 million in
net cash for operating activities, primarily as a result of an increase in
accounts receivable of $0.5 million partially offset by net income of $0.4
million. Net cash used for investing activities, primarily loans to officers
and employees, was $0.1 million. Smith Hanley had working capital of $1.3
million with no debt outstanding at March 31, 1998.

For the year ended December 31, 1997, Smith Hanley used $0.1 million in net
cash for operating activities, primarily as a result of an increase in
accounts receivable of $1.2 million offset by net income of $0.7 million and
an increase in accounts payable and accrued liabilities of $0.4 million. Net
cash used for investing activities, primarily loans to officers and employees,
and the purchase of office equipment, was $0.3 million. Smith Hanley had
working capital of $0.9 million with no debt outstanding at December 31, 1997.

TOSI PLACEMENT SERVICES INC.

TOSI and its predecessors has been in business since 1967 and is a provider
of higher-end office automation and accounting clerical staffing, information
technology staffing, traditional temporary staffing and permanent placement
services in the Toronto, Ontario area.

Results of Operations

The following table sets forth certain historical financial data of TOSI and
that data as a percentage of revenue for the periods indicated:

YEAR ENDED THREE MONTHS ENDED
----------------------------------------------------------------
DECEMBER 30, DECEMBER 28, DECEMBER 27, MARCH 29, MARCH 28,
1995 1996 1997 1997 1998
---------------------------------------------------- ----------
(DOLLARS IN THOUSANDS)

Revenue................. $ 4,893 100% $ 6,868 100% $ 9,484 100% $2,344 100% $3,147 100%
Cost of services........ 3,841 78% 5,429 79% 7,289 77% 1,819 78% 2,426 77%
------- ------- ------- ------ ------
Gross profit............ 1,052 22% 1,439 21% 2,195 23% 525 22% 721 23%
S G & A................. 912 19% 1,288 19% 1,324 14% 326 14% 378 12%
------- ------- ------- ------ ------
Operating income........ $ 140 3% $ 151 2% $ 871 9% $ 199 8% $ 343 11%
======= ======= ======= ====== ======

Comparison of Three Months Ended March 28, 1998 and March 29, 1997

Revenue.--Revenue increased $0.8 million, or 34%, from $2.3 million for the
three months ended March 31, 1997 to $3.1 million for the three months ended
March 31, 1998. This increase was primarily due to increased volume.

Gross Profit.--Gross profit increased $0.2 million, or 44%, from $0.5
million for the three months ended March 31, 1997 to $0.7 million for the
three months ended March 31, 1998. Gross profit as a percent of revenue
increased from 22% for the three months ended March 31, 1997 to 23% for the
three months ended March 31, 1998.

Selling, General and Administrative Expenses.--Selling, general and
administrative expenses increased $0.1 million, or 16%, from $0.3 million for
the three months ended March 31, 1997 to $0.4 million for the three months
ended March 31, 1998. This increase was primarily due to increased personnel
and commission expense. Selling, general and administrative expenses as a
percent of revenue were 14% and 12% for the three months ended March 31, 1997
and 1998, respectively.

Comparison of 1997, 1996 and 1995

Revenue.--Revenue increased $2.6 million, or 38%, from $6.9 million in 1996
to $9.5 million in 1997. Revenue increased $2.0 million, or 40%, from $4.9
million in 1995 to $6.9 million in 1996. These increases were primarily due to
increased volume.

Gross Profit.--Gross profit increased $0.8 million, or 53%, from $1.4
million in 1996 to $2.2 million in 1997. Gross profit increased $0.4 million,
or 36%, from $1.0 million in 1995 to $1.4 million in 1996. Gross profit as a
percent of revenue was 23% in 1997, 21% in 1996, and 22% in 1995.

Selling, General and Administrative Expenses.--Selling, general and
administrative expenses increased $40,000, or 3%, from $1.3 million in 1996 to
$1.3 million in 1997. This increase was primarily due to an increase in
general expenses offset by a reduction in management bonuses. Selling, general
and administrative expenses increased $0.4 million, or 41%, from $0.9 million
in 1995 to $1.3 million in 1996. This increase was primarily due to increased
personnel and commission expense. Selling, general and administrative expense
as a percent of revenue was 14% in 1997, and 19% in 1996 and 1995.

Liquidity and Capital Resources

The following table sets forth selected information from TOSI's statements
of cash flows:

THREE MONTHS ENDED
YEAR ENDED -------------------
DECEMBER 27, MARCH 29, MARCH 28,
1997 1997 1998
------------ --------- ---------
(DOLLARS IN THOUSANDS)

Net cash provided by (used in) operating
activities................................... $249 $(73) $230
Net cash used in investing activities......... (34) (10) (3)
Net cash provided by (used in) financing
activities................................... (126) 25 10
---- ---- ----
Net increase (decrease) in cash and cash
equivalents.................................. $ 89 $(58) $237
==== ==== ====

For the three months ended March 28, 1998, net cash provided by operating
activities was $0.2 million, primarily net income of $0.2 million and an
increase in accounts payable and accrued liabilities of $0.2 million, offset
by an increase in accounts receivable of $0.2 million. At March 28, 1998, TOSI
had $1.0 million of working capital and no debt outstanding.

For the year ended December 27, 1997, net cash provided by operating
activities was $0.2 million, primarily net income of $0.5 million offset by an
increase in accounts receivable of $0.4 million. Net cash used in financing
activities of $0.1 million was primarily the repayment of a shareholder note
payable. At December 27, 1997, TOSI had $0.8 million of working capital and no
debt outstanding.

WSI PERSONNEL SERVICES, INC.

WSI has been in business since 1988 and operates from offices in Denver and
Colorado Springs, Colorado. WSI provides temporary staffing with an emphasis
on medical technicians and skilled health care specialists.

Results of Operations

The following table sets forth certain historical financial data of WSI and
that data as a percentage of revenue for the periods indicated:

THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
---------------------------------- ----------------------
1995 1996 1997 1997 1998
---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS)

Revenue............ $2,150 100% $4,000 100% $5,728 100% $1,210 100% $1,551 100%
Cost of services... 1,534 71% 2,813 70% 3,872 68% 834 69% 1,060 68%
------ ------ ------ ------ ------
Gross profit....... 616 29% 1,187 30% 1,856 32% 376 31% 491 32%
S G & A............ 549 26% 946 24% 1,623 28% 206 17% 327 21%
------ ------ ------ ------ ------
Operating income... $ 67 3% $ 241 6% $ 233 4% $ 170 14% $ 164 11%
====== ====== ====== ====== ======

Comparison of Three Months Ended March 31, 1998 and 1997

Revenue.--Revenue increased $0.4 million, or 28%, from $1.2 million for the
three months ended March 31, 1997 to $1.6 million for the three months ended
March 31, 1998. This increase was primarily due to an increase in volume with
existing and new customers and the addition of a new branch office.

Gross Profit.--Gross profit increased $0.1 million, or 31%, from $0.4
million for the three months ended March 31, 1997 to $0.5 million for the
three months ended March 31, 1998. The gross profit percentage increased from
31% for the first three months of 1997 to 32% for the same period in 1998.

Selling, General and Administrative Expenses.--Selling, general and
administrative expenses increased $0.1 million, or 58%, from $0.2 million for
the three months ended March 31, 1997 to $0.3 million for the three months
ended March 31, 1998. This increase was primarily due to increased salaries
and consulting fees.

Comparison of 1997, 1996 and 1995

Revenue.--Revenue increased $1.7 million, or 43%, from $4.0 million in 1996
to $5.7 million in 1997. Revenue increased $1.8 million, or 86%, from $2.2
million in 1995 to $4.0 million in 1996. These increases were due primarily to
increased volume and opening a new branch office in August 1997.

Gross Profit.--Gross profit increased $0.7 million, or 56%, from $1.2
million in 1996 to $1.9 million in 1997. Gross profit increased $0.6 million,
or 92%, from $0.6 million in 1995 to $1.2 million in 1996. Gross profit as a
percentage of revenue was 32% in 1997, 30% in 1996, and 29% in 1995.

Selling, General and Administrative Expenses.--Selling, general and
administrative expenses increased $0.7 million, or 71%, from $0.9 million in
1996 to $1.6 million in 1997 and increased $0.4 million, or 72%, from $0.5
million in 1995 to $0.9 million in 1996. These increases were primarily due to
increases in personnel expenses and costs associated with opening a new branch
office. Selling, general and administrative expense as a percentage of revenue
was 28% in 1997, 24% in 1996, and 26% in 1995.

Liquidity and Capital Resources

The following table sets forth selected information from WSI statements of
cash flows:

THREE
MONTHS
ENDED
YEAR ENDED MARCH 31,
DECEMBER 31, -----------
1997 1997 1998
------------ ---- -----
(DOLLARS IN THOUSANDS)

Net cash provided by (used in) operating
activities....................................... $ (9) $197 $ 169
Net cash used in investing activities............. (19) (4) (7)
Net cash provided by (used in) financing
activities....................................... 91 (94) (185)
---- ---- -----
Net increase (decrease) in cash and cash
equivalents...................................... $ 63 $ 99 $ (23)
==== ==== =====

WSI generated $0.2 million in net cash from operating activities for the
three months ended March 31, 1998, primarily from net income of $0.2 million.
Net cash used in financing activities of $0.2 million was payments on the line
of credit. WSI had working capital of $0.7 million with no debt outstanding at
March 31, 1998.

WSI used $0.0 million in net cash from operating activities for the year
ended December 31, 1997. Net income of $0.3 million was offset by an increase
in accounts receivable of $0.3 million. Net cash provided by financing
activities of $0.1 million resulted from borrowings under the line of credit.
WSI had working capital of $0.5 million at December 31, 1997.

BUSINESS

GENERAL

The Company operates 49 offices in 13 states and the District of Columbia in
addition to an office in Toronto, Canada. The Company's pro forma 1997 revenue
and income from operations were $168.1 million and $13.3 million,
respectively, and the Company's 1997 pro forma gross margin was 32%.
Futhermore, historical combined revenue of the Founding Companies grew at an
annual compound growth rate of approximately 32% from 1995 through 1997.

The Company's management team developed a stringent set of criteria for the
acquisition of the Founding Companies in an effort to create a cohesive
company with a national and international presence and a complementary service
mix. The goal of the Founding Company acquisition strategy was to acquire high
margin and high growth companies in two general categories: (i) IT and Other
Specialty Services and (ii) Business Support Services. The Company targeted IT
and Other Specialty Services, such as legal and financial staffing, because
these segments offer among the most attractive growth rates and margins in the
staffing industry. Moreover, the Company focused on certain specialty niche
areas such as providing human resources specialists and biostatisticians,
because the Company believes that such niche services are subject to less
competition and can be developed into substantial business units for the
Company.

While the Company intends to emphasize IT and Other Specialty Services in
its growth strategy, the Company believes that there are important advantages
to having certain Business Support Services included in its Founding Company
group. In addition to attractive margins and growth rates, the Founding
Companies in Business Support Services provide the Company with significant
operations in certain key metropolitan markets and, in many cases, a well-
developed management and systems infrastructure. Accordingly, WORK acquired
the companies offering Business Support Services primarily as "platform"
companies for the entry into desirable geographic markets and for cross-
selling of IT Services and Other Specialty Services. The Company intends to
use the infrastructure of its platform companies to support the entry of IT
Services and Other Specialty Services into new markets.

The Company has an experienced management team, led by B. Garfield French,
President and Chief Executive Officer. Mr. French has over 20 years experience
in the staffing industry, primarily with The Olsten Corporation, a New York
Stock Exchange Company ("Olsten"), where he was Executive Vice President and
Managing Director of Olsten International B.V., Olsten's European operations
("Olsten International"), which was created under Mr. French's direction.
While under his direction, Olsten International's revenues grew to an annual
run rate of in excess of $500 million through a combination of internal growth
and the acquisition of several European staffing companies. Prior to becoming
Managing Director of Olsten International, Mr. French was Senior Vice
President for Olsten with responsibility for Canada and a significant portion
of the U. S. During his career at Olsten, Mr. French completed acquisitions of
professional and traditional staffing companies in the U.S., Canada and Europe
with aggregate revenues in excess of $500 million. Complementing Mr. French,

Samuel R. Sacco serves as the Company's Chairman of the Board of Directors.
From 1984 until 1997, Mr. Sacco served as the Executive Vice President of the
National Association of Temporary and Staffing Services ("NATSS"), the
staffing industry's leading trade association representing 1,600 temporary
help and staffing firms. The Company believes that Mr. Sacco will continue to
have an important role in the Company's acquisition strategy due to his
leadership in the industry and his relationships with a large number of
privately held U.S. staffing companies. He is a long time spokesperson for the
industry having addressed business and government audiences about the
industry's status and future. Furthermore, the operating managers of the
Founding Companies have an average of approximately 16 years of experience in
the staffing industry and were chosen, in part, due to their proven ability to
maintain the Founding Companies' attractive operating margins and growth
rates.

INDUSTRY OVERVIEW

The global staffing industry has experienced significant growth in response
to the changing work environment worldwide. This growth has been driven by
employers who have sought to convert personnel costs from fixed to variable by
reducing their permanent staff and supplementing their workforce with
temporary or contract employees for specific projects, peak work loads and
other needs. The use of flexible staffing services has allowed employers to
improve productivity, to outsource specialized skills and to avoid the
negative effects of layoffs. This trend has accelerated with the pace of
technological change and greater global competitive pressures. Rapidly
changing regulations concerning employee benefits, insurance and retirement
plans as well as the high cost of hiring, laying off and terminating permanent
employees have also prompted many employers to take advantage of the
flexibility offered through temporary and contract staffing arrangements. In
addition to the economic drivers of staffing industry growth, the Company
believes that the changing demographics of the workforces of developed
economies is also contributing to growth in the staffing industry.

The U.S. remains the largest staffing services market in the world.
According to the Staffing Industry Report, the U.S. market for temporary
staffing services grew from approximately $20.4 billion in revenue in 1991 to
approximately $54.5 billion in revenue in 1997, representing a compound annual
growth rate of 18%. NATTS has estimated that more than 90% of all U.S.
businesses utilize temporary staffing services. Two of the fastest growing
sectors within the temporary staffing services and placement segments are
information technology and professional specialty services. According to the
Staffing Industry Report, 1997 revenue for the information technology services
sector in the U.S. is estimated to have been $14.8 billion, a 27% increase
over 1996. Likewise, NATSS estimates that the professional specialty segment
of temporary staffing has been the fastest growing over the past few years.
This segment includes accounting, finance, legal, and other professional and
specialty staffing services. The Company believes that because of the higher
value of professional and skilled personnel, specialty staffing and
information technology segment offer opportunities for accelerated growth and
higher profitability as the staffing industry moves to be a provider of
flexible solutions.

The placement and search sector of the U.S. staffing industry had 1997
revenues of $10.9 billion. This sector is expected to grow 19% in 1998,
according to the Staffing Industry Report. Personnel placed by companies in
this sector cover a wide range of industries and a variety of position levels.
Placement and search firms fulfill their clients' needs by identifying,
evaluating and recommending qualified candidates for positions. The Company
believes that companies have become increasingly reliant on placement and
search firms for a number of reasons. Professional employee turnover has
increased as more employees spend their careers with a number of different
organizations. Many companies are outsourcing non-core activities, such as
recruiting, to reduce costs and increase efficiencies. In addition, companies
find it increasingly more difficult to hire permanent workers during periods
of low unemployment.

OPERATING AND INTERNAL GROWTH STRATEGY

The Company intends to build upon the strong historical growth of the
Founding Companies by focusing on the following key strategies:

Focus on High Margin, High Growth Service Offerings. The Company intends to
continue to focus on high margin, high growth service offerings. The Company
believes that it can achieve this by emphasizing Specialty Services and to a
lesser extent Business Support Services. The Company will continue to focus on
services and operations that possess attractive financial characteristics as a
result of certain competitive advantages including a strong and well
established market presence, superior quality of service, excellent reputation
and strong customer relationships. High growth rates and margins were among
the leading criteria in selecting the Founding Companies and will be
emphasized in evaluating future acquisitions. The Founding Companies achieved
a pro forma operating margin of 7.9% in 1997 and generated a compounded annual
revenue growth rate of approximately 32% from 1995 to 1997. The Company will
seek to compete on the basis of service quality rather than price, and will
avoid pursuing lower margin, high volume national accounts.

Introduce and Cross-Sell Specialty Services. One of the primary criteria
used in selecting the Founding Companies was the opportunity to acquire
Specialty Services offerings that could be developed into substantial business
units for the Company. Several of the Founding Companies offer high margin
Specialty Services that the Company believes offer excellent growth potential
including IT, legal, financial, specialty medical and employee benefits
staffing. The Company plans to introduce these Specialty Services into new
geographic markets through its platform companies, which offer numerous client
relationships and, in many cases, well-developed management and systems
infrastructures. The Company intends to appoint managers from among the
Founding Companies to be responsible for developing certain individual
Specialty Service lines throughout the Company's operations. In addition, the
Company will focus on acquiring specialty staffing firms which offer services
not currently provided by the Company, yet are complementary to the Company's
existing operations and can be significantly developed through cross-selling
opportunities.

Adopt Best Practices, Policies and Procedures. Management intends to
integrate its operating units on an ongoing basis. The Company intends to
evaluate the operating policies and procedures of each of its operating
companies in order to identify and implement practices that best serve the
objectives of the Company and its clients ("Best Practices"). Over time, the
Company believes that the incorporation of these Best Practices, including
field operations, marketing, sales, human resources policy, and training,
recruiting and retention programs, will lead the operating units to integrate
synergistically. To foster further integration, the Company has established a
Chairman's Council which is comprised of a representative from each of the
operating companies. Through monthly teleconferences and quarterly meetings,
the Chairman's Council will share Best Practices, discuss business trends and
opportunities and review operating unit and Company-wide financial and
operating measures.

Maintain Decentralized Operational Management. The Company maintains a
decentralized management structure that is responsive to local business
practices and market conditions. The Company's operating units have day-to-day
responsibility for management of professional services and operating
activities at the local level in a manner consistent with their historical
practice and as dictated by local market conditions. Executive management,
finance, planning, legal and administrative support are managed or provided
centrally. Since the Company believes that its clients buy locally on the
basis of brand awareness and specialized expertise, this decentralized
approach enables operating company managers to maintain a high level of client
service and further develop relationships with key decision makers at both
existing and potential clients, while allowing them to draw upon the
collective resources of the Company as a whole. Accordingly, the Company
intends to enhance the visibility of its existing brand names by identifying
each company or service as "a WORK International company."

Provide Strong Incentives to Management. The Company has historically and
will continue to seek acquisitions of successful companies whose managers will
remain as employees of the Company and continue to

operate their respective businesses on a local level. The Company intends to
motivate these managers and align their interests with those of the Company by
utilizing Common Stock as a significant portion of the purchase consideration,
by establishing a stock option plan that will extend throughout the
organization, and by implementing a cash bonus plan that awards managers for
local level profit contribution.

ACQUISITION STRATEGY

The Company intends to implement a strategic acquisition program targeting
leading North American and European staffing companies that fit the Company's
operating and growth strategies. The key elements of the Company's acquisition
strategy are to:

Selectively Acquire High Margin, High Growth Companies. The Company seeks to
acquire companies according to established criteria which include
profitability, potential for revenue growth, reputation, the size and quality
of the customer base, risk characteristics of the service offerings, risk
management policy, the quality and experience levels of operational management
and sales personnel and the nature of the service mix. In general, the Company
will seek to identify and acquire high growth and high margin Specialty
Service companies and high profit margin platform companies in key
metropolitan markets through which the Company's Specialty Service offerings
can be sold. Certain acquisitions will be large enough to warrant their own
operating and management structure while other smaller acquisitions will be
folded into existing operations.

Maintain Separate Acquisition Team. The Company has established a team of
corporate officers responsible for identifying attractive markets, prospective
acquisition targets, performing due diligence and negotiating contracts. The
acquisition team will be led by Monte R. Stephens, the Company's Chief
Acquisitions Officer. By having a separate acquisition team, the Company
believes that other key members of management will be able to remain focused
on existing operations.

Capitalize on the Company's Status as Attractive Acquirer. Management
believes that the same criteria that attracted the Founding Companies to join
the Company will continue to stimulate interest among potential acquisition
candidates. The Company believes that its decentralized structure and its
commitment to building on the strong reputations and brand name recognition
cultivated by its Founding Companies at the local level will further attract
and retain self-motivated, achievement-oriented individuals.

Leverage Industry Reputation and Contacts of Senior Management. Members of
the Company's management and Board of Directors have been active or are
currently holding leadership positions in international and national staffing
trade associations, including NATSS, the Association of Canadian Search,
Employment and Staffing Services ("ACSESS"), Confederation Internationale des
Enterprises de Travail Temporaire ("CIETT") and the National Association of
Computer Consultant Businesses ("NACCB"). The Company's management will
continue to leverage its industry reputation and contacts to stimulate
interest among potential acquisition candidates.

INTEGRATION STRATEGY

The Company recognizes the importance of effectively integrating the
operations of the Founding Companies as well as the operations of the
companies acquired in the future. The key elements of the integration strategy
are as follows:

Maintain Separate Integration Team. The Company has established an
integration team reporting to the Chief Operating Officer, Michael L. Hlinak.
The integration team consists of corporate and Founding Company operations and
finance personnel. The team is focusing on the creation and implementation of
policies and procedures for the operational and financial reporting by the
Founding Companies as well as subsequent acquisitions. The integration team
will also participate in the Company's acquisition and due diligence process
in order to make integration efforts on subsequent acquisitions as seamless as
possible from an operational standpoint.

Immediately Establish Financial Controls and Operational Reporting
Guidelines. The Founding Companies currently utilize a variety of accounting
and information technology systems. However, three of the Founding Companies,
which represented approximately 29% of the Company's 1997 pro forma revenues,
utilize the same front office information systems. The Company intends to rely
on the Founding Companies' existing systems while it develops and implements
uniform Company systems and procedures. The immediate integration priorities
include the implementation of policies and procedures designed to safeguard
cash and other Company assets as well as the establishment of financial and
operating reporting guidelines for each of the Founding Companies. In
addition, all expense savings available through the consolidation of the
Founding Companies' operations shall be implemented as soon as is practicable
and all human resource policies and procedures shall be standardized.

Implement Technology Integration Plan. The Company has developed an
information technology plan. The objective of the plan is the seamless
integration of all existing systems into a uniform, Company-wide front and
back office, communication and data management system. The Company believes
that the benefits of such a plan will include the following: a shared data
base from which to draw both applicants and client company references;
economic efficiencies that should result from operating a common system; the
ability to operationally incorporate the chosen Best Practices of the Founding
Companies; and the ease by which the operating companies are able to cross-
sell services. The implementation of such a plan should especially benefit the
productivity of the Company's smaller, specialty niche branches heretofore not
enjoying the support that such systems can offer.

STAFFING SERVICES

Temporary and Contract Staffing. Temporary staffing involves the placement
of personnel on a short-term basis. Contract staffing involves longer-term
assignments, such as in the case of information technology consultants who
typically are on an initial assignment from six to twelve months. The Company
believes that its temporary and contract staffing services provide clients
with reliable, cost-effective and flexible solutions to meet fluctuating
demand, acquire specific expertise for special projects, cover staff sickness
and holidays or hedge against business cycle downturns. The Company believes
its reputation and expertise in its geographic markets and industry sectors
help attract qualified candidates to meet its clients' temporary and contract
staffing needs. Most people are attracted to flexible staffing positions
because of their desire to tailor work schedules to personal and family needs,
obtain different and challenging work experiences, acquire new skills and
familiarize themselves with an employer prior to considering permanent
employment. The Company believes that its ability to offer quality temporary
and contract staffing assignments well-matched to candidates' preferences
allows the Company to attract highly qualified candidates. Revenue from
temporary and contract staffing services comprised approximately 90% of the
Company's pro forma revenue for 1997.

Permanent Placement. Permanent placement services involves placement of
candidates in permanent positions with clients. The Company believes that many
businesses, in an effort to manage their cost structures and focus on their
core competencies, have reduced the size and capability of their human
resources functions. Accordingly, many companies rely more heavily on
permanent placement providers for their hiring needs. The Company further
believes that the increasing demand for skilled personnel increases its
clients' dependence on the Company's ability to effectively identify and
screen specialized and technically skilled candidates. Revenue from permanent
placement services comprised approximately 10% of the Company's pro forma
revenue for 1997.

AREAS OF SPECIALIZATION

The Company's Specialty Services include IT, accounting/finance, call
center, education, engineering/technical, human resources, information
management/library, insurance, legal services, pharmaceutical and specialty
medical personnel, as well as other professionals. Business Support Services
include providing office, clerical and production, assembly and distribution
personnel.

Specialty Services. Specialty Services accounted for approximately 51% of the
Company's sales for 1997. The Company's Specialty Service offerings generally
provide higher operating margins than those of its Business Support Service
offerings. The Company intends to utilize the infrastructure of its platform
companies in order to introduce these services into new markets. The Company
operates in many of the fastest growing disciplines of the specialty staffing
services industry and provides services in the sectors described below:

Information Technology ("IT"). Businesses are increasingly using
specialty staffing services companies to augment their IT operations in
order to implement and operate more complex information systems without
enlarging their corporate staffs. An increasing number of technical
professionals are choosing to operate as IT consultants, motivated by a
desire for more flexible work schedules and an opportunity to work with
emerging and challenging technologies in a variety of industries and work
environments. The projects on which these consultants are placed typically
have an initial duration of six to twelve months. The Company believes that
these factors have caused IT Services to be one of the fastest growing
sectors of the specialty staffing services industry. IT Services accounted
for approximately 15% of the Company's pro forma revenue for 1997.
Positions for which personnel are provided include:

.Systems Auditors, Analysts and Designers .Help Desk Support and Training
.Office Automation Analysts Personnel
.Application Programmers .Operating System and Server
.Database Architects and Administrators Support Personnel
.Software Maintenance Personnel .Software Engineers
.Data Security/Disaster Recovery Personnel .Systems Integration
Specialists
.Network Design and Administration Personnel
.Website Developers

Other Specialty Services. In addition to IT Services, the Company's Other
Specialty Services accounted for approximately 36% of the Company's pro forma
revenue for 1997. This area includes staffing personnel in the sectors
described below:

Legal. The Company's legal staffing services include the provision of
legal services personnel in support of the needs of law firms and corporate
law departments with litigation and other needs. Positions for which
personnel are provided include:

. Attorneys . Contracts Administrators
. Legal Assistants . Litigation Support Personnel
. Document Coding Specialists . Legal Secretarial Personnel
. Paralegals . Trust and Estate Specialists

Pharmaceutical and Specialty Medical. The Company provides pharmaceutical
and specialty medical staffing services to healthcare institutions. The
Company believes this can be a significant growth area for the staffing
services industry. Positions for which personnel are provided include:

. Pharmacists . Registered Nurses
. Nursing Assistants . Pharmacists Assistants
. X-Ray and MRI Technicians . Physician Assistants
. Clinical Trial Specialists

Other. The Company offers a variety of other high margin, high growth
Specialty Services. Positions for which personnel are provided include:

. Library/Information Center Managers . Call Center Specialists
. Records/Archives Managers . Corporate Risk Managers
.Benefits Analysts and Retirement Plan Administrators
.Marketing Directors and Research
. Investment Bankers Analysts
. Senior Biostatisticians . Portfolio Research Strategists
. Advertising and Public
Relations Managers

Business Support Services. Business Support Services accounted for
approximately 49% of the Company's pro forma revenue for 1997 comprised of 81%
office/clerical and 19% production, assembly and distribution. Positions for
which personnel are provided include:

.Word Processors .Customer Service
.Receptionists Representatives
.Data Entry Personnel .General Business Support
.Technical Assembly Personnel .Bookkeepers
.Administrative Assistants .Production, Assembly and
Distribution Personnel

Training for Candidates in Business Support Services. The Company intends
to establish a training program with a strategy of creating training
partnerships with employers and communities. These partnerships will
facilitate the creation of regional job skill programs designed to address
identifiable basic and advanced skill deficits within specific industries.
Because of their established relationships with area employers, staffing
companies are alerted to and understand employment requirements and trends
in their geographic areas long before those needs are addressed by
institutions of higher learning. Training programs designed to specifically
meet those requirements translate into effective programs that meet
employer needs and produce a pool of job ready applicants. These training
programs will be evaluated not only by the effectiveness of the training,
but more importantly, by the employability of the people completing the
training. The Company believes that the establishment of training programs
designed to address skill deficits within specific industries will allow
the Company to maintain high profit margins by offering highly trained
personnel.

CORPORATE LEVEL SUPPORT

The Company's philosophy is that the central function of corporate
management is to support the staffing consultants who directly interact with
clients. The Company will offer corporate level support to lessen the
administrative burden of its office managers and allow them to focus on
servicing clients and growing the business. These support functions will
include accounting, management information systems support, advertising,
marketing, public relations, training, human resources and other back office
functions. In addition, the Company's corporate management has developed
financial, operational and administrative control procedures which are
applicable to each operating company. These procedures include the adherance
to a corporate policies and procedures manual, and the preparation of budgets
and forecasts and the submission of timely operational and financial reports.

The Company offers or is planning to offer the following corporate level
support functions to its branch offices:

Chairman's Council. The Company has formed a Chairman's Council to provide
an opportunity for the Founding Companies and future acquired companies to
explore and develop cross-selling and other opportunities. The Chairman's
Council will also serve as a management board to elevate important operating
company issues to the Board of Directors. The Chairman's Council will be
comprised of representatives from each of the Company's operating companies
and will meet quarterly. Additionally, the quarterly council meetings will be
supplemented by periodic teleconferences to ensure rapid and efficient
communication on a consistent basis throughout the Company. Over time, the
Chairman's Council will create a library of information which will be used to
assist newly acquired companies in their adoption of the Company's Best
Practices.

Accounting. The Company has developed a uniform chart of accounts which the
Founding Companies will adopt upon completion of this Offering. This chart
will standardize their budgeting and forecasting processes so that reports
among the operating companies can be compared and integrated more easily upon
completion of the Offering. The Company has adopted uniform accounting
policies and procedures addressing internal control and financial reporting
requirements of the Company. The Company has implemented regular financial and

operational "flash reports" and other mechanisms to allow for management
control and oversight. The Company will utilize this information to establish
and monitor performance of individual companies against operating benchmarks
and ratios.

Information Systems. The Company will acquire and implement future system
enhancements and changes, including a corporate "Intranet," with the goal of
enhancing the sharing of front office information among the operating
companies, and, achieving improved efficiency and economies of scale in back-
office systems. All system changes will be designed to accommodate the
Company's internal and external growth strategy, both domestically and
internationally.

Risk Management. A key element of the Company's risk management strategy is
to minimize service offerings with historically higher rates of workers'
compensation claims. The Company is centralizing the risk management function
and is reviewing its insurance coverage in an effort to maintain adequate
coverage at a reasonable cost as part of its effort to maintain high profit
margins by avoiding high risk service offerings and activities. In addition,
as part of its training effort, the Company will conduct seminars on pertinent
topics (particularly employment law-related matters) for its employees to help
educate its work force and reduce the Company's exposure to losses.

Employee Training. The Company will offer its employees an orientation and
training program as well as ongoing courses offering instruction and training
in client service and development, team building, management techniques and
employment law. The primary objective is to teach employees how to build
client relationships and manage others utilizing proven business techniques.
The Company trains its sales consultants to become the client's partner in
evaluating and meeting its staffing requirements. The Company seeks to enhance
client relationships and to maintain highly qualified candidates by generating
referrals from existing candidates, utilizing in-depth candidate interviews
conducted by Company personnel experienced in the candidate's field,
performing skill evaluations and obtaining client satisfaction reports upon
the completion of projects. In addition, the Company intends to pursue a
strategy of developing training programs with clients and local communities
which will enable the Company to provide highly-trained employees with client-
specific skill sets. The Company believes that its clients' satisfaction is
enhanced by utilizing sales consultants experienced in specific staffing
disciplines or, in certain cases, such sales consultants working in tandem
with candidate recruiters, to match the Company's clients' needs with
appropriately skilled candidates. In addition, the Company is creating a
company-wide database of "best practices" for use in their day-to-day
operations.

National Recruiting and Retention Program for Candidates. Recruiting
qualified candidates is critical to the Company's operating and internal
growth strategies. Recruiting becomes even more important during periods of
increased economic activity due to increased competition for candidates among
competing staffing companies and increased demand for temporary and permanent
employees from clients. The Company intends to focus on recruiting and
retention by hiring a national recruiting and retention manager. The national
recruiting and retention manager will be responsible for establishing a
national recruiting and retention program which will allow the Company to
maintain a competitive advantage in the recruiting and retention process by:
(i) hiring sales associates with experience in the Company's areas of
specialization; (ii) maintaining a database of candidates which will enable
the Company to match clients' needs with candidates' skills; and (iii)
offering candidates both flexible staffing and permanent placement
opportunities with a large and diverse client base.

Advertising, Marketing and Public Relations. The Company is developing a
full range of advertising, marketing and public relations services, including
development of classified advertising, regional print advertising campaigns,
radio advertising, premiums, public relations, direct mail and promotions.
These programs focus on both clients and employment candidates.

Human Resources. The Company intends to have a human resources team designed
and committed to establishing and maintaining systems that assist and enhance
employee work-life, while helping to ensure the

growth and health of the organization as a whole. The Human Resources
department will be full-service with responsibility for employee relations,
compensation, training and development and employee benefits. Because of the
unique nature of the staffing industry, Human Resources will also be
responsible for compliance issues in the recruitment process. The Human
Resources department structure will be decentralized with a core staff working
at the corporate office combined with regional Human Resources consultants
strategically placed in key markets to provide local in-person assistance and
support.

Purchasing. The Company believes it will be able to structure volume
purchasing arrangements or otherwise achieve purchasing economies of scale in
the following areas: (i) casualty and liability insurance, (ii) health
insurance and related benefits, (iii) retirement administration, (iv) office
equipment, (v) marketing and advertising, (vi) communications services, and
(vii) a variety of accounting, financial management, marketing and legal
services.

Legal Services. The Company will centralize its legal services function and
will develop detailed policies regarding the retention of legal counsel and
certain guidelines within which branch offices are limited in making decisions
relating to legal issues.

LOCAL SALES AND MARKETING

The Company emphasizes local sales and marketing efforts, which are
generally conducted by each branch office. In addition to the Company's
executive officers, the Company has account representatives whose primary
responsibility is to market the Company's services to potential new clients.
The Company's client-oriented advertising primarily consists of print
advertisements in national newspapers, Yellow Pages, magazines and trade
journals and radio advertisements. Direct marketing through mail and telephone
solicitation also constitutes a significant portion of the Company's total
advertising. The Company also seeks endorsements and affiliations with local
and regional professional organizations and conducts public relations
activities designed to enhance recognition of the Company and its services.
Local employees are encouraged to be active in civic organizations and
industry trade groups.

RECRUITING

The Company uses a variety of methods to recruit qualified temporary
staffing and permanent placement candidates. The Company's primary recruiting
methods are networking and direct solicitation by staffing consultants. The
Company also has recruiting managers in several offices whose primary
responsibility is to market the Company's services to potential candidates.
Other recruiting methods include: advertising in newspaper classified ads and
in various other print media, including Yellow Pages and local and national
trade journals, advertising on radio, maintaining Internet websites,
recruiting on college campuses, participating in job fairs, offering referral
bonuses for new temporary employees, conducting direct mail campaigns, and
maintaining a good reputation and high visibility within the community through
community service. The Founding Companies receive a significant number of
referrals from past candidates due to their professional reputation and
quality service. Furthermore, the Company believes that candidates are
attracted to the Company by the number and quality of the positions the
Company has available, and that the availability of good candidates increases
its client base.

COMPETITION

The staffing industry is highly competitive, with limited barriers to entry.
The Company believes that availability and quality of employment candidates,
reliability of service and price of service are the most significant
competitive factors in the specialty professional staffing sector. The Company
believes it derives a competitive advantage from the experience with and
commitment to the specialty professional staffing market, the strong local
market presence and reputation, and the various marketing activities of the
Founding Companies. A number of firms offer services similar to the Company's
on a national, regional or local basis. The Company competes for clients,
candidates and acquisitions with many local and regional companies and also
faces

competition from a number of international and national specialty professional
staffing companies. See "Risk Factors--Competitive Market."

FACILITIES

The Company's facilities, all located in the United States and Canada,
consist of leased office facilities. The Company leases 50 office facilities
located throughout the continental United States and Canada. Its current
leases have remaining terms ranging from one to six years on rental and other
terms the Company believes are commercially reasonable. One of these leases is
with an affiliate of WSI. See "Certain Relationships and Related
Transactions." The Company believes its facilities are well-maintained and
adequate for the Company's existing and planned operations at each operating
location.

SERVICE MARKS AND TRADENAMES

The Core logo, which is an image of a half-eaten apple core with
accompanying text, is registered as a federal service mark on the Principal
Register of the United States Patent and Trademark Office ("USPTO"). In
addition, the Company has applications pending before the USPTO for federal
registration of the following service marks: Access Staffing and LAW PROS.
Finally, the Company has common law claims for Absolutely Professional
Staffing, Inc., Botal Associates, Inc., BeneTemps, Inc., The Burnett Companies
Consolidated, Inc., Contract Health Professionals, Inc., CORE Professional,
Inc., CORE Personnel of Arlington, Inc., CoreLink Staffing Services, Inc., Law
Resources, Inc., PCN, Professional Consulting Network, Inc., Smith Hanley
Associates, Inc., Smith Hanley Consulting Group, Inc., Sparks Associates,
Inc., Sparks Personnel Services, Inc., Customer Care Solutions, Inc., Task
Management, TOSI Placement Services, Inc. and WSi Personnel Services, Inc.

EMPLOYEES

The Company had approximately 430 full-time internal staff employees as of
March 31, 1998. Temporary and contract employees placed by the Company are the
Company's employees while they are working on assignments. Neither the
Company's internal staff nor its temporary or contract employees are
represented by a collective bargaining agreement. Hourly wages for the
Company's temporary and contract employees are determined according to market
conditions. The Company pays mandated costs of employment, including the
employer's share of social security taxes (FICA), federal and state
unemployment taxes, unemployment compensation insurance, general payroll
expenses and workers' compensation insurance. The Company offers access to
various insurance programs and benefits to its temporary and contract
employees. The Company believes its employee relations are satisfactory.

GOVERNMENT REGULATION

The Company and its customers are subject to federal and state regulation in
the United States, and the Company cannot predict the extent to which future
legislative and regulatory developments concerning their practices and
products or the health care industry may affect the Company. Further, the
Company's facilities and operations are subject to reporting to, and review
and inspection by, federal, state and local governmental entities.

The Company and its customers and suppliers are subject to extensive federal
and state regulation in the United States. The Company currently recruits
information technology specialists and other temporary staffing employees
internationally for domestic placement. The entry of these employees into the
United States is regulated by the U.S. Department of Labor and U.S. Department
of Justice--Immigration and Naturalization Services. The regulations governing
the hiring of foreign nationals are complex and change often. See "Risk
Factors--Government Regulation."

LITIGATION AND INSURANCE

From time to time, the Company is a party to litigation arising in the
normal course of its business. The Company is not currently involved in any
litigation the Company believes will have a material adverse effect on its
financial condition or results of operations.

The Company maintains a number of insurance policies. Its general liability
policy has aggregate coverage of $2 million, with a $1 million limit per
occurrence. The Company maintains an automobile liability policy with a
combined single coverage limit of $1 million. The Company also carries an
excess liability policy, which covers liabilities that exceed the policy
limits of the above policies, with an aggregate and a per occurrence limit of
$25 million.

The Company also maintains professional liability, crime and errors and
omissions policies, each with aggregate coverage of $3 million, covering
certain liabilities that may arise from the actions or omissions of its
temporary, contract or permanently-placed personnel. The Company currently
maintains key man life insurance on Mr. French in the amount of $1 million.
There can be no assurance that any of the above coverages will be adequate for
the Company's needs. See "Risk Factors--Employment Liability Risks."

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information respecting the
individuals who will be the Company's directors and executive officers when
this Offering closes:

NAME AGE POSITION DIRECTOR CLASS
---- --- ----------------------------------------------- --------------

Samuel R. Sacco(1)...... 53 Director and Chairman of the Board Class II
B. Garfield French(1)... 44 Director, President and Chief Executive Officer Class III
Michael L. Hlinak....... 48 Vice President and Chief Operating Officer
Mark F. Walz............ 40 Vice President and Chief Financial Officer
Monte R. Stephens....... 40 Vice President and Chief Acquisitions Officer
*Roger A. Ramsey
(1)(2)(3).............. 60 Director Class III
*John M. Sullivan(2)(3). 62 Director Class II
*J. Patrick Millinor,
Jr.(2)(3).............. 52 Director Class I
+Susan W. Burnett(1).... 52 Director Class III
+Stephen M. Sparks...... 41 Director and Vice President--Integrations Class III
+Gilbert Rosen(2)....... 57 Director Class I
+Morton Fishman(2)...... 49 Director Class I
+John R. Haesler........ 57 Director Class II
+James Schneider........ 51 Director Class II
+Thomas A. Hanley, Jr... 44 Director Class I

- --------
* Appointment will become effective on closing of this Offering.
+ Appointment will become effective upon consummation of the Acquisitions
pursuant to the Acquisition Agreements.
(1) Member of the Board's Executive Committee.
(2) Member of the Board's Audit Committee.
(3) Member of the Board's Compensation Committee.

Samuel R. Sacco. Mr. Sacco has served as Chairman of the Board of the
Company since October 1997. From January 1984 through September 1997, Mr.
Sacco was the Executive Vice President of the National Association of
Temporary and Staffing Services, a trade association headquartered in
Alexandria, Virginia, representing more than 1,600 temporary help and staffing
firms with more than 13,000 offices nationwide. Mr. Sacco will continue to
have an active role in the Company's acquisition strategy due to his
leadership in the industry and his relationships with a large number of
privately held U.S. staffing companies. He is a long time spokesperson for the
industry having addressed business and government audiences about the
industry's status and future. Mr. Sacco has also authored over a hundred
articles on the industry and has given numerous radio and TV interviews
including CNN, CNBC, PBS and the major networks. Mr. Sacco received a degree
in commerce from the University of Virginia in 1967.

B. Garfield French. Mr. French has served as President and Chief Executive
Officer of the Company since October 1997. From 1994 through October 1997, Mr.
French was Managing Director of Olsten International B.V. and an Executive
Vice-President and officer of the Olsten Corporation. From 1982 through 1994,
Mr. French held several positions with Olsten Corporation including Vice
President, Senior Vice President and Executive Vice President with
responsibilities for Canada and a significant portion of the U.S. Mr. French
is a past President and Director of Canada's temporary help industry trade
association ("ACSESS"), Canada's delegate to CIETT, an international staffing
association, and the Chairman of CIETT's 1998 Conference. In addition, Mr.
French has been a member of the Business Ambassador program for the Government
of Ontario since its inception. Mr. French is a graduate of Upper Canada
College and Victoria University within the University of Toronto.

Michael L. Hlinak. Mr. Hlinak has served as Chief Operating Officer of the
Company since April 1998. Prior to that time, Mr. Hlinak had served as a
director of EqualNet Holding Corp., a Nasdaq National Market company ("ENET"),
since July 1991, and as ENET's Chief Financial Officer since June 1994,
becoming Senior Vice President for that company in November 1994 and its Chief
Operating Officer in May 1996. Mr. Hlinak, a certified public accountant, is
President and sole owner of Cardinal Interests, Inc., a diversified Houston
investment company which he founded in 1985. Mr. Hlinak graduated from Lamar
University in 1976 with a B.B.A. in accounting.

Mark F. Walz. Mr. Walz has served as Vice President and Chief Financial
Officer of the Company since October 1997. From November 1994 through October
1997, Mr. Walz served Inliner Americas, Inc., a company involved in the
domestic and international licensing, manufacturing and installation of
proprietary pipeline rehabilitation processes, first as Controller and then as
Chief Financial Officer. From November 1990 through September 1994, Mr. Walz
was employed by CRSS, Inc., an engineering and architecture company listed on
the New York Stock Exchange, first as Assistant Director of Internal Audit and
then as Controller of a multi-location subsidiary with international
operations. From November 1989 through October 1990, Mr. Walz was a financial
consultant for Insilco Corporation. From January 1985 through October 1989,
Mr. Walz held various positions at Ernst & Young LLP progressing to senior
manager in the audit division. From 1980 through December 1984, Mr. Walz was
employed by Arthur Andersen LLP. Mr. Walz graduated in 1980 from the
University of Southwestern Louisiana with a B.S.B.A. in accounting and is a
certified public accountant.

Monte R. Stephens. Mr. Stephens has served as Chief Acquisitions Officer for
the Company since October 1997. Prior to joining the Company, Mr. Stephens had
established his own business and financial consulting practice in January 1997
to assist companies in the Houston area with mergers, acquisitions and initial
public offerings, and to provide litigation support services to local
attorneys. From July 1991 through December 1996, Mr. Stephens was employed by
Melton & Melton, LLP, one of the largest local accounting practices in
Houston, where he became a partner in January 1993. From 1980 to June 1991,
Mr. Stephens worked for the accounting firm of KPMG Peat Marwick in Houston.
He has served as Branch Director, Vice President and Treasurer of Crisis
Intervention of Houston, Inc., a United Way agency. Mr. Stephens graduated
with honors from Sam Houston State University in 1980 with a B.B.A. in
accounting and is a certified public accountant.

Roger A. Ramsey. Mr. Ramsey will become a director upon consummation of this
Offering. Mr. Ramsey has served as Chairman of the Board of Allied Waste
Industries, Inc. ("Allied"), a publicly held (Nasdaq symbol "AWIN") company in
the solid waste management industry, since October 1989, and served as
Allied's Chief Executive Officer from October 1989 until July 1997. In 1968,
Mr. Ramsey co-founded Browning-Ferris Industries, Inc. ("BFI") and served as
its Vice President and Chief Financial Officer until 1976. From 1960 to 1968,
Mr. Ramsey was employed by the international accounting firm of Arthur
Andersen LLP, where he was a Manager in the Tax Department. Mr. Ramsey is also
a member of the Board of Trustees for Texas Christian University, and a
director of several privately held companies. Mr. Ramsey graduated cum laude
in 1960 from Texas Christian University where he received a B.S. degree in
commerce, and is a certified public accountant.

John M. Sullivan. Mr. Sullivan will become a director upon consummation of
this Offering. Since 1994, Mr. Sullivan has been a Vice-President of Beta
Consulting, Inc., a private investment management firm. From 1992 through
1994, he was International Tax Director for General Motors Corporation. From
1970 to 1992, Mr. Sullivan was a tax partner with Arthur Andersen LLP, having
been employed by that firm since 1958. He has served as director of Group
Maintenance America Corp. since its initial public offering in 1997, and of
Atlantic Coast Airlines Holdings, Inc. since 1995. Mr. Sullivan earned a BBA
degree in accounting with honors in 1958 at the University of Mississippi.

J. Patrick Millinor, Jr. Mr. Millinor will become a director upon
consummation of this Offering. Mr. Millinor became a Director and Chief
Executive Officer of Group Maintenance America Corp. ("GroupMAC") upon the
completion of its initial public offering in November 1997. From April 1997 to
August 1997, he served as President of GroupMAC. From October 1996 through
April 1997, he served as Chief Executive Officer of the Company's predecessor,
GroupMAC Management Co. From September 1994 to October 1996, Mr. Millinor

worked directly for Gordon Cain, a major stockholder in GroupMAC, assisting in
the formation and management of Agennix Incorporated and Lexicon Genetics, two
biotechnology companies. From October 1992 to September 1994, he served
UltraAir, Inc., a start-up passenger airline, first as Chief Financial Officer
and then as Chief Executive Officer. From 1991 to 1992, he served as Chief
Financial Officer of Lifeco Travel Services, a travel management company. From
1986 to 1991, Mr. Millinor served as Chief Operating Officer and Senior Vice
President, respectively, of Commonwealth Savings Association and Bank United.
From 1979 to 1986, Mr. Millinor was a partner with KPMG Peat Marwick LLP. He
currently serves as a director of Agennix Incorporated and Haelan Health
Corporation. Mr. Millinor graduated in 1968 from Florida State University with
B.S. and M.B.A. degrees.

Susan W. Burnett. Ms. Burnett will become a director upon consummation of
this Offering. Ms. Burnett has served as President of Burnett since April
1995. Prior to that time, Ms. Burnett had served as that company's Vice
President since she founded the company in 1974. She served as President of
the Houston Association of Personnel Consultants in 1986 and Vice President of
the Texas Assoc. of Personnel Consultants in 1985 and 1987. Ms. Burnett
graduated in 1968 from the University of Arkansas where she received a
Bachelor of Arts degree in journalism.

Stephen M. Sparks. Mr. Sparks will become a director and Vice President--
Integration upon consummation of this Offering. He acquired Sparks Personnel
in 1984 and has served as President of that company since that time. Prior to
that time, he was employed by Sparks in various other capacities. Mr. Sparks
served as a director of MedOne Staffing Service from 1993 to 1995. In
addition, he was a member of the Temporary Independent Professional Society
from 1982 to 1994 and served in several leadership roles. Mr. Sparks graduated
in 1980 from Southwest Missouri State University where he received a Masters
in business.

Gilbert Rosen. Mr. Rosen will become a director upon consummation of this
Offering. Mr. Rosen has served as President of TOSI since 1982. Prior to that
time he practiced as a CPA for 20 years with major accounting firms. He is
currently Treasurer and a director of ACSESS. Mr. Rosen graduated in 1962 from
Temple University where he received a B.S. degree in business.

Morton Fishman. Mr. Fishman will become a director upon consummation of this
Offering. He acquired Contract Health in 1994 and has served as President of
that company since that time. In 1987, he acquired Tarxien International Inc.,
a plastic injection molding company serving the automotive industry and listed
on the Toronto Stock Exchange ("Tarxien") where he served as President and
Chief Executive Officer until 1989. In addition, Mr. Fishman has served on the
Boards of Directors of three other public companies: Windrider Inc., from 1989
to 1990, Tru-Clean Plastics Inc., from 1989 to 1992, and Docu-fax
International Inc., from 1990 to 1993. Prior to that time, Mr. Fishman was the
managing partner of Arthur Gelgoot and Associates, a public accounting firm,
from 1979 until 1987. Mr. Fishman graduated in 1973 from York University with
a degree in political science and is a member of the Canadian Institute of
Chartered Accountants.

John R. Haesler. Mr. Haesler will become a director upon consummation of
this Offering. Mr. Haesler has served as Secretary/Treasurer and Vice
President of CoreLink since he founded that company in 1980. Prior to that
time, Mr. Haesler spent 14 years in human resources management for American
Hospital Corporation and RCA. He has served on the Board of Directors of the
California Association of Staffing Services ("CATSS") for ten years in
addition to holding various state and county offices in that organization
during that period. Mr. Haesler graduated in 1965 from La Salle University
where he received a degree in economics.

James Schneider. Mr. Schneider will become a director upon consummation of
this Offering. Mr. Schneider founded PCN and has served as President of PCN
since 1988. Prior to that time, he was a partner with Sanderson Associates/SA
Consulting, an information technology staffing firm. He has served on the
Executive Board of Directors of the National Association of Computer
Consultant Businesses ("NACCB") and as President of NACCB-Northern California.
Prior to serving with NACCB, he served as President of the Association of Data
Processing Recruiters ("ADPR"). Mr. Schneider graduated from California State
University where he received an M.B.A.

Thomas A. Hanley, Jr. Mr. Hanley will become a director upon consummation of
this Offering. Mr. Hanley has served as President of Smith/Hanley since 1992.
Prior to that time, Mr. Hanley had served in various other capacities for that
company since he co-founded it in 1980. From 1978 to 1980, he worked as a
recruiter in the Data Processing Department for Halbrecht & Company. Mr.
Hanley received a law degree in 1983 from New York Law School after receiving
a Bachelor of Science degree in biology in 1975 from Rensselaer Polytechnic
Institute.

BOARD OF DIRECTORS CLASSES; DIRECTOR COMPENSATION

The Board of Directors is divided into three classes, each of which,
following a transitional period, will serve for three years, with one class
being elected each year at the annual stockholders' meeting. During the
transitional period, the terms of the Class I directors will expire at the
1999 meeting, while the terms of the Class II directors and the Class III
directors will expire at the 2000 meeting and the 2001 meeting, respectively.
Classification of the Board could have the effect of lengthening the time
necessary to change the composition of a majority of the members comprising
the Board. In general, at least two annual meetings of stockholders will be
necessary for stockholders to effect a change in a majority of the members of
the Board.

Directors who are employees of the Company do not receive additional
compensation for serving as directors. Following the closing of this Offering,
each director who is not an employee of the Company (an "Outside Director")
initially will receive a fee of $2,000 for each board meeting attended and
$1,000 for each board committee meeting attended (or $500 if held on the same
day as a board meeting) and will periodically be granted options to purchase
Common Stock pursuant to the Incentive Plan. See "--Incentive Plan." When this
Offering closes, each of the Company's three Outside Directors will be granted
options to purchase 10,000 shares of Common Stock at an exercise price per
share equal to the initial public offering price. The Company will reimburse
directors for out-of-pocket expenses they incur in attending board of
directors or board committee meetings in their capacity as directors.

EXECUTIVE COMPENSATION; EMPLOYMENT AGREEMENTS

On closing of this Offering, the Company will have employment agreements
with Messrs. Sacco, French, Hlinak, Walz and Stephens, which provide for
annual base salaries of $150,000, $200,000, $175,000, $120,000, and $120,000,
respectively. The following summary of the employment agreements of these
executive officers does not purport to be complete and is qualified by
reference to them, a copy of which has been filed as an exhibit to the
Registration Statement of which this Prospectus is a part. Each of these
agreements entitles the executive officer to participate in all the Company
employee benefit plans in which other members of the Company's management
participate. Each employment agreement has a term of three years, and in the
case of Mr. French, will continue thereafter for successive three year terms
on the same terms and conditions existing at the time of renewal. The
employment agreements provide for the granting of stock options to Messrs.
Sacco, French, Hlinak, Walz and Stephens at the initial public offering price
in the amounts of 175,000, 200,000, 175,000, 100,000 and 100,000 shares,
respectively, which vest as to one-third of such shares upon the completion of
the Offering and as to two-thirds upon the first anniversary of this Offering,
except that in the case of Messrs. French and Sacco, one-third of their
options vest on each of the first and second anniversaries of this Offering.
In the event of termination without cause, the employment agreements provide
for severance of one years salary for Messrs. French and Sacco, three months
salary for Messrs. Hlinak and Walz, and six months salary for Mr. Stephens.
The noncompetition provisions in the employment agreements have a term of
three years following termination of employment, except that in the event of
termination without cause (i) the term is one year for Messrs. Sacco and
French, and (ii) the noncompete terminates immediately for Messrs. Hlinak,
Walz and Stephens.

As of the closing of the Acquisitions, the Company will enter into
employment agreements with a total of 27 key officers of the Founding
Companies, including Messrs. Sparks, Rosen, Fishman, Haesler, Schneider and
Hanley, and Ms. Burnett, each of whom is a director nominee of the Company,
which provide for annual base salaries of $150,000, $42,000, $100,000,
$80,000, $120,000, $120,000 and $150,000, respectively. Mr. Sparks

will also become Vice President--Integration of the Company upon completion of
this Offering. The following summary of the employment agreements of these
executives and key officers does not purport to be complete and is qualified
by reference to them, a form of which has been filed as an exhibit to the
Registration Statement of which this Prospectus is a part. Each of these
agreements entitles the employee to participate in all the Company employee
benefit plans in which other members of the Company management participate.
Each of these agreements also has a two-year term subject to the right of the
Company to terminate the employee's employment at any time after one year. If
the employee's employment is terminated by the Company for any reason other
than for cause (as defined), voluntary resignation or death, the employee will
be entitled to the payment of any annual base salary and continuation of
health insurance benefits for twelve months. Each employment agreement
contains a covenant limiting competition with the Company following the
termination of employment for a period of the longer of two years after
commencement of the employment agreement or one year after employment
terminates.

INCENTIVE PLAN

The description set forth below summarizes the principal terms and
conditions of the Incentive Plan, does not purport to be complete and is
qualified in its entirety by reference to the Incentive Plan, a copy of which
has been filed as an exhibit to the Registration Statement of which this
Prospectus is a part.

General. The objectives of the Incentive Plan, which was approved by the
Company's board of directors and stockholders, are to attract and retain
selected key employees, consultants and Outside Directors, encourage their
commitment, motivate their superior performance, facilitate their obtaining
ownership interests in the Company (aligning their personal interests to those
of the Company's stockholders) and enable them to share in the long-term
growth and success of the Company.

Shares Subject to Incentive Plan. Under the Incentive Plan, the Company may
issue Incentive Awards (as defined below) covering at any one time an
aggregate of the greater of (i) 1,700,000 shares of Common Stock and (ii) 11%
of the number of shares of Common Stock issued and outstanding on the last day
of the then preceding calendar quarter. No more than 1,000,000 shares of
Common Stock will be available for ISOs (as defined below). As of the closing
of the Acquisitions, options covering 1,318,000 shares of Common Stock will be
outstanding and 382,000 shares of Common Stock then will be available for
subsequent Incentive Awards. The number of securities available under the
Incentive Plan and outstanding Incentive Awards are subject to adjustments to
prevent enlargement or dilution of rights resulting from stock dividends,
stock splits, recapitalizations or similar transactions or resulting from a
change in applicable laws or other circumstances.

Administration. The Incentive Plan will be administered by the compensation
committee of the Board of Directors (the "Committee"). Following this
Offering, the Committee will consist solely of directors each of whom is (i)
an "outside director" under Section 162(m) of the Code, and (ii) a "non-
employee director" under Rule 16b-3 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). The Committee may delegate to the chief
executive officer or other senior officers of the Company its duties under the
Incentive Plan, except with respect to any authority to grant Incentive Awards
or take other action with respect to persons who are subject to Section 16 of
the Exchange Act or Section 162(m) of the Code. In the case of an Incentive
Award to an Outside Director, the Board of Directors shall act as the
Committee. Subject to the express provisions of the Incentive Plan, the
Committee is authorized to, among other things, select grantees under the
Incentive Plan and determine the size, duration and type, as well as the other
terms and conditions (which need not be identical), of each Incentive Award.
The Committee also construes and interprets the Incentive Plan and any related
agreements. All determinations and decisions of the Committee are final,
conclusive and binding on all parties. The Company will indemnify members of
the Committee against any damage, loss, liability, cost or expenses arising in
connection with any claim, action, suit or proceeding by reason of any action
taken or failure to act under the Incentive Plan, except for any such act or
omission constituting willful misconduct or gross negligence.

Eligibility. Key employees, including officers (whether or not they are
directors), and consultants of the Company and Outside Directors are eligible
to participate in the Incentive Plan. A key employee generally is

any employee of the Company who, in the opinion of the Committee, is in a
position to contribute materially to the growth and development and to the
financial success of the Company.

Types of Incentive Awards. Under the Incentive Plan, the Committee may grant
(i) incentive stock options ("ISOs"), as defined in Section 422 of the Code,
(ii) "nonstatutory" stock options ("NSOs"), (iii) shares of restricted stock,
(iv) performance units and performance shares, (v) other stock-based awards,
and (vi) supplemental payments dedicated to the payment of income taxes
(collectively, "Incentive Awards"). ISOs and NSOs are sometimes referred to
collectively herein as "Options." The terms of each Incentive Award will be
reflected in an agreement (the "Incentive Agreement") between the Company and
the participant.

Options. Generally, Options must be exercised within 10 years of the grant
date. ISOs may be granted only to employees, and the exercise price of each
ISO may not be less than 100% of the fair market value of a share of Common
Stock on the date of grant. The Committee will have the discretion to
determine the exercise price of each NSO granted under the Incentive Plan. To
the extent that the aggregate fair market value of shares of Common Stock with
respect to which ISOs are exercisable for the first time by any employee
during any calendar year exceeds $100,000, such options must be treated as
NSOs.

The exercise price of each Option is payable in cash or, in the discretion
of the Committee, by the delivery of shares of Common Stock owned by the
Optionee or the withholding of shares that would otherwise be acquired on the
exercise of the Option or by any combination of the foregoing.

An employee will not recognize any income for federal income tax purposes at
the time an ISO is granted, nor on the qualified exercise of an ISO, and will
recognize capital gain or loss (as applicable) upon the subsequent sale of
shares acquired in a qualified exercise. The exercise of an ISO is qualified
if a participant does not dispose of the shares acquired by such exercise
within two years after the ISO grant date and one year after such exercise.
The Company is not entitled to a tax deduction as a result of the grant or
qualified exercise of an ISO.

An optionee will not recognize any income for federal income tax purposes,
nor will the Company be entitled to a deduction, at the time an NSO is
granted. However, when an NSO is exercised, the optionee will recognize
ordinary income in an amount equal to the difference between the fair market
value of the shares received and the exercise price of the NSO, and WORK will
generally recognize a tax deduction in the same amount at the same time.

The foregoing federal income tax information is a summary only, does not
purport to be a complete statement of the relevant provisions of the Code and
does not address the effect of any state of local taxes.

Restricted Stock. Restricted stock may be subject to substantial risk of
forfeiture, a restriction on transferability or rights of repurchase or first
refusal of the Company, as determined by the Committee. Unless otherwise
determined by the Committee, during the period of restriction, the grantee
will have all other rights of a stockholder, including the right to vote the
shares and receive the dividends paid thereon.

Performance Units and Performance Shares. Performance units and performance
shares may be granted only to employees and consultants. For each performance
period (to be determined by the Committee), the Committee will establish
specific financial or non-financial performance objectives, the number of
performance units or performance shares and their contingent values, which
values may vary depending on the degree to which such objectives are met.

Other Stock-Based Awards. Other stock-based awards are awards denominated or
payable in, valued in whole or in part by reference to or otherwise related to
shares of Common Stock. Subject to the terms of the Incentive Plan, the
Committee may determine any terms and conditions of other stock-based awards,
provided that, in general, the amount of consideration to be received by the
Company shall be either (i) no consideration other than services actually
rendered or to be rendered (in the case of the issuance of shares) or (ii) in
the case of

an award in the nature of a purchase right, consideration (other than services
rendered) at least equal to 50% of the fair market value of the shares covered
by such grant on the date of grant. Payment or settlement of other stock-based
awards will be in shares of Common Stock or in other consideration related to
such shares.

Supplemental Payments for Taxes. The Committee may grant, in connection with
an Incentive Award (except for ISOs), a supplemental payment in an amount not
to exceed the amount necessary to pay the federal and state income taxes
payable by the grantee with respect to the Incentive Award and the receipt of
such supplemental payment.

Other Tax Considerations. Upon accelerated exercisability of Options and
accelerated lapsing of restrictions upon restricted stock or other Incentive
Awards in connection with a Change in Control (as defined in the Incentive
Plan), certain amounts associated with such Incentive Awards could, depending
upon the individual circumstances of the participant, constitute "excess
parachute payments" under Section 280G of the Code, thereby subjecting the
participant to a 20% excise tax on those payments and denying the Company a
deduction with respect thereto. The limit on the deductibility of compensation
under Section 162(m) of the Code is also reduced by the amount of any excess
parachute payments. Whether amounts constitute excess parachute payments
depends upon, among other things, the value of the Incentive Awards
accelerated and the past compensation of the participant.

Taxable compensation earned by executive officers who are subject to Section
162(m) of the Code in respect of Incentive Awards is subject to certain
limitations set forth in the Incentive Plan generally intended to satisfy the
requirements for "qualified performance-based compensation," but no assurance
can be given that the Company will be able to satisfy these requirements in
all cases, and the Company may, in its sole discretion, determine in one or
more cases that it is in its best interest not to satisfy these requirements
even if it is able to do so.

Termination of Employment and Change in Control. Except as otherwise
provided in the applicable Incentive Agreement, if a participant's employment
or other service with the Company (or its subsidiaries) is terminated (i)
other than due to his death, Disability, Retirement or for Cause (each
capitalized term as defined in the Incentive Plan), his then exercisable
Options will remain exercisable for 60 days after such termination, (ii) by
reason of Disability or death, his then exercisable Options will remain
exercisable for one year following such termination (except for ISOs, which
will remain exercisable for three months), (iii) due to his retirement, his
then exercisable Options will remain exercisable for six months (except for
ISOs, which will remain exercisable for three months), or (iv) for Cause, all
his Options will expire at the commencement of business on the date of such
termination.

Upon a Change in Control of the Company, any restrictions on restricted
stock and other stock-based awards will be deemed satisfied, all outstanding
Options will become immediately exercisable and all the performance shares and
units and any other stock-based awards will be fully vested and deemed earned
in full. These provisions could in some circumstances have the effect of an
"anti-takeover" defense because, as a result of these provisions, a Change in
Control of the Company could be more difficult or costly.

Incentive Awards Nontransferable. No Incentive Award may be assigned, sold
or otherwise transferred by a participant, other than by will or by the laws
of descent and distribution, or be subject to any encumbrance, pledge, lien,
assignment or charge. An Incentive Award may be exercised during the
participant's lifetime only by the participant or the participant's legal
guardian.

Amendment and Termination. The Company's board of directors may amend or
terminate the Incentive Plan at any time, except that the Incentive Plan may
not be modified or amended, without stockholder approval, if such amendment
would (i) increase the number of shares of Common Stock which may be issued
thereunder, except in connection with a recapitalization of the Common Stock,
(ii) amend the eligibility requirements for employees to purchase Common Stock
under the Incentive Plan, (iii) increase the maximum limits on Incentive
Awards that may be issued to executive officers who are subject to Section
162(m) of the Code, (iv) extend the

term of the Incentive Plan or (v) decrease the authority granted to the
Committee under the Incentive Plan in contravention of Rule 16b-3 under the
Exchange Act. No termination or amendment of the Incentive Plan shall
adversely affect in any material way any outstanding Incentive Award
previously granted to a participant without his consent.

On the closing of this Offering, the Company expects Options to purchase a
total of 1,318,000 shares of Common Stock will be outstanding. The Options
will be granted to the following persons to purchase the number of shares
indicated: Mr. French, 200,000; Mr. Sacco, 175,000; Mr. Hlinak, 175,000;
Messrs. Walz and Stephens, 100,000 each; each of Messrs. Sullivan, Ramsey and
Millinor, 10,000; and other employees as a group (538,000 shares). All these
options will have an initial exercise price per share equal to the initial
public offering price. Of the options issued to the individuals named above,
one-third of such shares will vest upon completion of the Offering, and the
remaining two-thirds will vest on the first anniversary of the Offering,
except that the options issued to Messrs. French and Sacco vest only as to an
additional one-third on the first anniversary and the remaining one-third on
the second anniversary. Except for 25,000 options which vest immediately upon
completion of this Offering and 52,500 options which will vest one-third upon
completion of the Offering and one-third on the first and second anniversary
of the Offering, the options issued to other employees will vest one-third on
each anniversary of the completion of the Offering.

BONUS AWARDS; OTHER PLANS

The 1998 bonuses for officers and key employees of the Company, if any, will
be based upon the performance standards to be established by the Compensation
Committee. The Company expects the Compensation Committee to establish such
performance standards for the remainder of 1998 following the closing of this
Offering.

The Company has adopted or intends to adopt deferred compensation,
supplemental disability, supplemental life and retirement or other benefit or
welfare plans in which executive officers of the Company will be eligible to
participate.

On the closing of this Offering, the Compensation Committee will be
established. In the past, matters with respect to the compensation of
executive officers of WORK were determined by its Board of Directors,
including those members who serve as executive officers.

CERTAIN TRANSACTIONS

ORGANIZATION OF WORK

WORK was initially capitalized with an aggregate of approximately $3.5
million provided through a private placement of its Common Stock and the
Preferred Stock to a number of accredited investors, including certain
officers, directors and 5% shareholders of the Company. These funds were used
to pay expenses related to the Acquisitions and this Offering. In September
1997, certain members of management purchased an aggregate of 411,530 shares
of WORK's Common Stock at a purchase price of approximately $.003 per share as
follows: Mr. Sacco--68,393 shares; Mr. French--177,438 shares; Mr. Stephens--
62,445 shares; Mr. Walz--61,445 shares; and Mr. Hlinak--15,000 shares. WORK
also issued shares of its Common Stock to Mr. Millinor and to a partnership
owned by the adult children of Mr. Ramsey, in the amounts of 18,766 and 2,503
shares, respectively, for a purchase price of approximately $.003 per share.
Messrs. Millinor and Ramsey will become directors of Company on completion of
this Offering. In addition, WORK issued 87,578 shares to Scott Jay Wollins,
who is a founder of WORK along with Bollard and served as a director of WORK
from September to December 1997. Mr. Wollins also receives a consulting fee of
$5,000 per month from WORK pursuant to an agreement which may be continued at
the option of both parties at the same rate until the completion of this
Offering. The Company also agreed to issue options at an exercise price equal
to the initial public offering price to management and its outside director
nominees upon completion of this Offering. See "Management--Board of Directors
Classes; Director Compensation--Executive Compensation; Employment
Agreements." Mr. Sacco also purchased 25 shares of Series A Preferred Stock
for $25,000, and Mr. Ramsey purchased 200 shares of Series B Preferred Stock
for $200,000. The Preferred Stock purchased by Messrs. Sacco and Ramsey will
automatically convert into 5,012 and 25,060 shares of Common Stock,
respectively, upon completion of the Offering.

In addition, Bollard, and its principals, Richard K. Reiling, Edward J.
Hoffer, Gary D. Schwing and Richard S. Rouse, purchased shares of Common Stock
at approximately $.003 per share as follows: Bollard--43,789; Mr. Hoffer--
132,099 shares; Mr. Reiling--148,882 shares; Mr. Schwing--45,665 shares; and
Mr. Rouse--25,021 shares. Messrs. Reiling, Hoffer and Wollins served as
directors of WORK prior to the Offering. In addition, Mr. Schwing purchased 25
shares of the Company's Series A Preferred Stock for $25,000, and Mr. Reiling
purchased 40 shares of the Company's Series B Preferred Stock for $40,000. The
Preferred Stock purchased by Messrs. Schwing and Reiling will, upon completion
of this Offering, convert into 5,013 and 5,011 shares of Common Stock,
respectively. Rusty Burnett, a shareholder of Burnett and the husband of Susan
W. Burnett (who will become a director of the Company) and Scott Hoffer, the
son of Edward J. Hoffer, also purchased 200 shares of Series B Preferred Stock
and 50 Shares of Series A Preferred Stock, respectively, which automatically
convert into 25,060 and 10,024 shares of Common Stock upon completion of this
Offering.

Bollard has entered into an agreement with WORK to provide services related
to facilitating and completing this Offering. In consideration of those
services, Bollard will be reimbursed for its expenses and will be paid a fee
of $775,000 from the proceeds of this Offering. Bollard also entered into an
agreement with WORK on April 1, 1998 whereby Bollard has agreed to provide
management and administrative services to WORK relating to this Offering, for
which Bollard is paid a monthly fee of $30,000 and reimbursement of reasonable
out-of-pocket expenses. This agreement terminates on the closing of this
Offering. Effective on completion of this Offering, Bollard has agreed to
provide services to the Company, as requested, on a non-exclusive basis for
two years relating to future acquisition transactions involving the Company,
including the identification of potential acquisition candidates, due
diligence and valuation of these candidates, and negotiation of acquisition
agreements. Under this agreement, Bollard will receive a monthly fee of
$10,000 and reimbursement of reasonable out-of-pocket expenses, and will be
paid a transaction fee upon consummation of any acquisition identified by
Bollard to the Company, which fee is based on an agreed to percentage of the
value of the acquisition. The monthly fees and reimbursement of expenses will
be credited against fees earned by Bollard on acquisitions.

Bollard has also agreed to advance WORK up to $500,000 to fund operating
expenses of WORK prior to the completion of this Offering. Such advances do
not bear interest and are payable on the earlier to occur of the completion of
this Offering or the termination of the definitive agreements regarding the
Acquisitions.

THE ACQUISITIONS

Concurrently with and as a condition of the closing of this Offering, the
Company will close the Acquisitions. Subject to certain adjustments described
below, the aggregate consideration WORK will pay to acquire the Founding
Companies consists of approximately $66.9 million in cash and 6,438,540 shares
of Common Stock. The Company will also assume all the indebtedness of the
Founding Companies (estimated to be approximately $3.3 million of indebtedness
incurred by the Founding Companies to fund AAA account distributions and
approximately $0.7 million of other indebtedness of the Founding Companies as
of the closing of this Offering). The cash portion of the purchase price will
be adjusted at the closing to the extent the working capital and long-term
debt of a Founding Company as of the end of the month prior to the closing of
the Acquisitions (or the end of the second month prior to the closing of the
Acquisitions if the closing occurs on or before the twentieth day of a month)
varies from the working capital of the Founding Company as of March 31, 1998.

The shareholders of PCN and Task are both entitled to additional
consideration (the "Earn-Outs"), payable in cash, in the event Earn-Out EBIT
(as defined) for 1998 and 1999 exceeds target levels. The shareholders of CHP
are entitled to additional compensation, payable in cash, in the event Earn-
Out EBIT (as defined) for the 12 months following the Offering exceeds
Adjusted EBIT (as defined) for the 12-month period ending on the last day of
the month during which the Offering is consummated. The Company currently
expects that the aggregate amount of Earn-Out payments will be approximately
$12.0 million if certain target levels are exceeded, but the amount of Earn-
Out payments, if any, could be greater or lesser than that amount depending
upon the performance of those companies.

Prior to the closing of the Acquisitions, the S Corporations are expected to
distribute cash to their respective stockholders in amounts equal to the
balance of their respective AAA Accounts prior to the closing of the
Acquisitions (approximately $8.2 million as of March 31, 1998). An AAA Account
generally represents undistributed earnings of an S Corporation on which taxes
have been or will be paid by its stockholders, and the Company expects that
the S Corporations will borrow approximately $3.3 million to fund their AAA
account distributions, which will be repaid by the Company upon the closing of
the Acquisitions out of available cash and cash equivalents of the Founding
Companies. Each S Corporation which uses the cash method of accounting for
income tax purposes, will, prior to the Acquisitions, distribute to its
stockholders accounts receivable which have a value equal to the net
adjustment that would be required under the Code, if, as of the time of
closing the Acquisitions, the S Corporation changed its method of accounting
for tax purposes from the cash method to the accrual method. The estimated
amount of these accounts receivable to be distributed is approximately $13.1
million. In addition to the adjustments to the purchase price described above
for changes in working capital and long term debt, the cash portion of the
purchase price of each S Corporation will be adjusted for any AAA Accounts
distributions and for any such distributions of cash basis accounts and notes
receivable after the adjustment date described above.

The Company will also repay an aggregate of $0.6 million of indebtedness of
certain of the Founding Companies with the proceeds of this Offering.

The consideration being paid by WORK for each Founding Company was
determined by arm's-length negotiations between WORK and a representative of
that Founding Company. Subject to certain adjustments described below, the
following table sets forth for each Founding Company the consideration the
Company will pay to its stockholders in the Acquisitions in cash and shares of
Common Stock.

SHARES OF
CASH COMMON
FOUNDING COMPANY CONSIDERATION STOCK
---------------- ------------- ---------

Absolutely/Botal........................................ $ 7,401,385 224,746
Access.................................................. 3,770,632 208,843
AIM..................................................... 866,122 72,176
BeneTemps............................................... 2,500,002 216,227
Burnett................................................. 8,421,605 1,333,333
CHP..................................................... 800,005 82,369
Core.................................................... 1,340,886 111,738
CoreLink................................................ 1,095,239 365,078
Law Pros................................................ 2,000,000 184,314
Law Resources........................................... 1,006,170 83,846
PCN..................................................... 4,820,068 401,672
Smith Hanley............................................ 8,500,008 643,149
Sparks.................................................. 15,000,004 1,467,978
Task Management......................................... 5,357,488 446,456
TOSI.................................................... 1,400,000 382,356
WSI..................................................... 2,571,108 214,259
----------- ---------
Total................................................. $66,850,722 6,438,540
=========== =========

The closing of each Acquisition is subject to customary conditions. These
conditions include, among others: the accuracy on the closing date of the
Acquisitions of the representations and warranties made by the Founding
Companies, their principal stockholders and WORK; the performance of each of
their respective covenants included in the agreements relating to the
Acquisitions; and nonexistence of a material adverse change in the result of
operations, financial condition or business of each Founding Company. No
assurance can be given the conditions to the closing of all Acquisitions will
be satisfied or waived or that each of the Acquisitions will close.

Any Founding Company's acquisition agreement may be terminated, under
certain circumstances, prior to the closing of this Offering: (i) by the
mutual consent of the boards of directors of WORK and the Founding Company;
(ii) by the Founding Company, its stockholders or WORK if this Offering and
the acquisition of the Founding Company are not closed by September 30, 1998
(which date will be extended to October 31, 1998, unless Founding Companies
which represent a majority of the consideration payable to all the Founding
Companies elect not to do so); (iii) by WORK if the schedules to the
acquisition agreement are amended to reflect a material adverse change in that
Founding Company; or (iv) by the Founding Company, its stockholders or WORK if
a material breach or default under the agreement by one party occurs and is
not waived by the other party.

Pursuant to the Acquisition Agreements, certain stockholders of each of the
Founding Companies have agreed not to compete with the Company for a period of
two years commencing on the date of closing of the Acquisitions. For
information regarding the employment agreements to be entered into by certain
key officers of the Founding Companies, see "Management--Executive
Compensation; Employment Agreements."

In connection with the Acquisitions, the Company will grant certain
registration rights to former stockholders of the Founding Companies. See
"Shares Eligible for Future Sale."

ACQUISITIONS INVOLVING CERTAIN OFFICERS, DIRECTORS AND STOCKHOLDERS

Persons who or which are or will become directors, executive officers, or
beneficial owners of 5% or more of the Common Stock will receive the following
consideration in the Acquisitions for their equity interests in the Founding
Companies.

SHARES OF
CASH COMMON
NAME CONSIDERATION STOCK
- ---- ------------- ---------

Susan W. Burnett(1)..................................... $ 8,421,605 1,333,333
Stephen M. Sparks(2).................................... 13,229,694 950,993
Gilbert Rosen(3)........................................ 1,400,000 --
Morton Fishman(4)....................................... 800,005 82,369
John R. Haesler(5)...................................... 1,095,239 365,078
James Schneider(6)...................................... 2,169,031 180,752
Thomas A. Hanley, Jr.................................... 2,209,152 167,153
----------- ---------
$29,324,726 3,079,678
=========== =========

- --------
(1) Ms. Burnett's cash and shares of Common Stock are held jointly with her
husband, Rusty Burnett.
(2) Includes shares held by Mr. Sparks and by a revocable trust established by
Mr. Sparks. Does not include 438,750 shares held in trusts for Mr. Sparks'
children as to which Mr. Sparks is not the trustee and disclaims
beneficial ownership.
(3) Includes cash consideration payable to Mr. Rosen and his wife. Excludes
382,356 shares issued to Mr. Rosen's children as to which he disclaims
beneficial ownership.
(4) Includes cash consideration and shares of Common Stock issued to Mr.
Fishman's wife, but does not include cash consideration which may be
payable pursuant to an Earn-Out.
(5) Includes cash consideration and shares of Common Stock issued to Mr.
Haesler's wife.
(6) Does not include cash consideration which may be payable pursuant to an
Earn-Out.

REAL ESTATE AND OTHER TRANSACTIONS

The Company leases a 2,323 square foot office in Denver, Colorado from S & J
Real Estate, a Colorado partnership whose shareholders include John G.
McWilliams, a 50% shareholder in WSI. The lease expires in 1999 and provides
for monthly payments of $3,034.13 through May 31, 1999.

The Company believes the consideration paid under this lease is at fair
market rates and is fair to the Company.

COMPANY POLICY

In the future, any transactions with directors, officers, employees or
affiliates of the Company are anticipated to be minimal and will, in any case,
be approved in advance by a majority of the board of directors, including a
majority of disinterested members of the board of directors.

PRINCIPAL STOCKHOLDERS

The following table shows, immediately after giving effect to the closing of
the Acquisitions, the conversion of the Preferred Stock, the Reverse Stock
Split and this Offering, the beneficial ownership of the Common Stock of (i)
each person who or which then will beneficially own more than five percent of
the outstanding shares of the Company Common Stock, (ii) each person who then
will be a director of the Company, (iii) each person who then will be an
executive officer of the Company and (iv) all persons who then will be
directors and executive officers of the Company as a group. The table assumes
none of these persons intends to acquire shares directly from the Underwriters
in connection with this Offering.

SHARES BENEFICIALLY
OWNED AFTER
BENEFICIAL OWNER(1) OFFERING(2)
------------------- --------------------
NUMBER PERCENT
------------ -------

Susan W. Burnett(3)...................................... 1,358,393 9.5%
9800 Richmond Avenue, Suite 800
Houston, Texas 77042
Stephen M. Sparks(4)..................................... 950,993 6.6%
15825 Shady Grove Road, Suite 150
Rockville, Maryland 20850
John R. Haesler(5)....................................... 365,078 2.6%
18301 Von Karman Avenue, Suite 120
Irvine, California 92612
B. Garfield French(6).................................... 244,105 1.7%
James Schneider(7)....................................... 180,752 1.3%
595 Market Street, Suite 1400
San Francisco, California 94105-2821
Thomas A. Hanley, Jr.(8)................................. 167,153 1.2%
235 Canoe Hill Road
New Canaan, Connecticut 06840
Samuel R. Sacco(9)....................................... 131,738 *
Monte R. Stephens(10).................................... 95,778 *
Mark F. Walz(11)......................................... 94,778 *
Morton Fishman(12)....................................... 82,369 *
7108 Fairway Drive, Suite 290
Palm Beach Gardens, Florida 33418
Michael L. Hlinak(13).................................... 73,333 *
Roger A. Ramsey(14)...................................... 35,060 *
401 Louisiana, 8th Floor
Houston, Texas 77002
John M. Sullivan(15)..................................... 15,012 *
8 Greenway Plaza, Suite 702
Houston, Texas 77046
J. Patrick Millinor, Jr.(16)............................. 12,503 *
8 Greenway Plaza, Suite 1500
Houston, Texas 77046
Gilbert Rosen(17)........................................ 0 *
10 King Street East, Suite 1500
Toronto, Ontario M5C1C3
Canada
All directors and officers as a group (16 persons) (3)-
(18).................................................... 3,807,045 26.0%

- --------
*Less than 1%.
(1) All persons listed have sole voting and investment power with respect to
their shares unless otherwise indicated. Unless otherwise indicated, the
address of each person listed is 700 Louisiana, Suite 3900, Houston, Texas
77002.
(2) Shares shown do not include shares of Common Stock that could be acquired
on exercise of currently outstanding options which do not vest within 60
days hereof.

(3) Includes 1,333,333 shares which will be issued as consideration for the
acquisition of Burnett and 25,060 shares issuable upon conversion of the
Series B Preferred Stock upon completion of this Offering, all of which
are held jointly with her husband, Rusty Burnett.
(4) Comprised of shares which will be issued as consideration for the
acquisition of Sparks and does not include 438,750 shares held in trusts
for Mr. Sparks children as to which Mr. Sparks is not the trustee and
disclaims beneficial ownership.
(5) Comprised of shares which will be issued as consideration for the
acquisition of CoreLink and includes 273,651 shares issued to his wife.
(6) Includes 66,667 shares issuable upon exercise of options granted to him
under the Incentive Plan.
(7) Comprised of shares which will be issued as consideration for the
acquisition of PCN.
(8) Comprised of shares which will be issued as consideration for the
acquisition of Smith/Hanley.
(9) Includes 58,333 shares issuable upon exercise of options granted to him
under the Incentive Plan and 5,012 shares issuable upon conversion of the
Series A Preferred Stock upon completion of this Offering.
(10) Includes 33,333 shares issuable upon exercise of options granted to him
under the Incentive Plan.
(11) Includes 33,333 shares issuable upon exercise of options granted to him
under the Incentive Plan.
(12) Comprised of shares which will be issued as consideration for the
acquisition of CHP and includes 41,184 shares issued to his wife.
(13) Includes 58,333 shares issuable upon exercise of options granted to him
under the Incentive Plan.
(14) Includes 10,000 shares issuable upon exercise of options granted to him
as an outside director under the Incentive Plan and 25,060 shares
issuable upon conversion of the Series B Preferred Stock upon completion
of this Offering. Does not include 18,766 shares of Common Stock owned by
Foresee Capital, Ltd., a partnership owned by Mr. Ramsey's children as to
which he disclaims beneficial ownership.
(15) Includes 10,000 shares issuable upon exercise of options granted to him
as an outside director under the Incentive Plan and 5,012 shares issuable
upon conversion of the Series A Preferred Stock upon completion of this
Offering.
(16) Includes 10,000 shares issuable upon exercise of options granted to him
as an outside director under the Incentive Plan.
(17) Comprised of shares which will be issued as consideration for the
acquisition of TOSI and does not include 382,356 shares issued to Mr.
Rosen's children as to which he disclaims beneficial ownership.
(18) Includes 305,000 shares issuable upon exercise of options granted under
the Incentive Plan.

SHARES ELIGIBLE FOR FUTURE SALE

On closing of the Acquisitions and this Offering, 14,316,327 shares of
Common Stock will be outstanding. The shares sold in this Offering (other than
those held by affiliates of the Company) will be freely tradable by the
public. The remaining outstanding shares of Common Stock (collectively, the
"Restricted Shares") have not been registered under the Securities Act and may
be resold publicly only following their effective registration under the
Securities Act or pursuant to an available exemption from the registration
requirements of the Securities Act, such as Rule 144 thereunder.

In general, under Rule 144 as currently in effect, if a minimum of one year
has elapsed since the later of the date of acquisition of the Restricted
Shares from the Company or from an affiliate of the Company, a person (or
persons whose shares of Common Stock are aggregated), including persons who
may be deemed "affiliates" of the Company, would be entitled to sell within
any three-month period a number of Restricted Shares which does not exceed the
greater of (i) 1% of the then outstanding shares of Common Stock and (ii) the
average weekly trading volume of the Common Stock during a preceding period of
four calendar weeks. Sales under Rule 144 are also subject to certain
provisions as to the manner of sale, notice requirements and the availability
of current public information about the Company. In addition, under Rule 144,
if a period of at least two years has elapsed since the later of the date
Restricted Shares were acquired from the Company or the date they were
acquired from an affiliate of the Company, a stockholder who is not an
affiliate of the Company at the time of sale and has not been such an
affiliate for at least three months prior to the sale would be entitled to
sell shares of Common Stock in the public market immediately without
compliance with the foregoing Rule 144 requirements. Rule 144 does not require
the same person to have held the Restricted Shares for the applicable periods
under certain circumstances. The foregoing summary of Rule 144 is not intended
to be a complete description thereof. The SEC has proposed certain amendments
to Rule 144 that would, among other things, eliminate the manner of sale
requirements and revise the notice provisions of that rule. The SEC has also
solicited comments on other possible changes to Rule 144, including possible
revisions to the one- and two-year holding periods and the volume limitations
referred to above.

The Company and certain stockholders have agreed generally not to offer,
sell or otherwise dispose of any shares of Common Stock for a period of 180
days, and the Company's directors and executive officers have agreed generally
not to offer, sell or otherwise dispose of any shares of Common Stock for a
period of one year (in each case the "lockup period") following the date of
this Prospectus without the prior written consent of The Robinson-Humphrey
Company, LLC, except that the Company may issue, subject to certain
conditions, Common Stock in connection with acquisitions and upon exercise of
stock options which are either (i) outstanding on the date of this Prospectus
or (ii) issued under the Incentive Plan. Further, all persons who acquire
shares in connection with the Acquisitions have agreed that they generally
will not offer, sell or otherwise dispose of any of their shares of Common
Stock (subject to certain limited exceptions generally involving transfers to
family members and trusts or pursuant to an effective registration statement)
during the one-year period following the date of this Prospectus.

The Company will enter into a registration rights agreement (the "RRA") with
the former stockholders of the Founding Companies, which will provide certain
registration rights with respect to the Common Stock issued to such
stockholders in the Acquisitions. The RRA will provide for a single demand
registration right, exercisable by the holders of at least 51.0% of the shares
of Common Stock initially subject to the RRA, pursuant to which the Company
will file a registration statement under the Securities Act to register the
sale of not less than 1,000,000 shares by those requesting stockholders and
any other holders of Common Stock subject to the agreement who desire to sell
pursuant to such registration statement. The demand request may not be made
until the first anniversary of this Offering. The demand registration rights
conferred by the RRA will terminate on the third anniversary of this Offering.
In addition, subject to certain conditions and limitations, the RRA will
provide the holders of Common Stock subject to the RRA with the right to
participate in registrations by the Company of its equity securities in
underwritten offerings after the first anniversary of this Offering.

The RRA requires the Company to pay the costs associated with an offering
subject thereto, other than underwriting discounts and commissions and
transfer taxes attributable to the shares sold on behalf of the selling
stockholders. The RRA provides that the number of shares of Common Stock that
must be registered on behalf of selling stockholders is subject to limitation
if the managing underwriter determines that market conditions require such a
limitation. Pursuant to the RRA, the Company will indemnify the selling
stockholders, and such selling stockholders will indemnify the Company,
against certain liabilities in respect of any registration statement or
offering covered by the RRA.

The Company intends to register up to 5,000,000 additional shares of Common
Stock under the Securities Act as soon as practicable after the completion of
the Offering for its use in connection with future acquisitions. Pursuant to
Securities Act Rule 145, the volume limitations and certain other requirements
of Rule 144 will apply to resales of these shares by affiliates of the
businesses the Company acquires for a period of one year from the date of
their acquisition (or such shorter period as the SEC may prescribe).
Otherwise, these shares generally will be freely tradable after their issuance
by persons not affiliated with the Company unless the Company contractually
restricts their sale and sales of these shares during the lockup period would
require the prior written consent of The Robinson-Humphrey Company, LLC.

The Company intends to file a registration statement on Form S-8 under the
Securities Act to register the shares of Common Stock reserved or to be
available for issuance pursuant to the Incentive Plan. Shares of Common Stock
issued pursuant to the Incentive Plan after the effective date of that
registration statement generally will be available for sale in the open market
by holders who are not affiliates of the Company and, subject to the volume
and other limitations of Rule 144, by holders who are affiliates of the
Company.

DESCRIPTION OF CAPITAL STOCK

WORK's authorized capital stock consists of 50,000,000 shares of Common
Stock and 5,000,000 shares of preferred stock, par value $.001 per share (the
"Preferred Stock"). At July 10, 1998, 905,718 shares of Common Stock and 3,500
shares of Preferred Stock were issued and outstanding. As of that date, there
were 26 holders of record of the Common Stock. On closing of this Offering,
all outstanding shares of Preferred Stock will be automatically converted into
513,735 shares of Common Stock. As a result, on the closing of the
Acquisitions and this Offering, 14,316,327 shares of Common Stock (15,285,077
if the underwriters' over-allotment option is exercised in full) will be
issued, outstanding and nonassessable, and 1,318,000 shares of Common Stock
then will be reserved for issuance pursuant to all then outstanding options,
warrants and other rights (consisting only of Incentive Plan options). The
following summary is qualified in its entirety by reference to the Charter,
which is filed as an exhibit to the Registration Statement of which this
Prospectus is a part.

COMMON STOCK

The Common Stock possesses ordinary voting rights for the election of
directors and in respect of other corporate matters, and each share has one
vote. The Common Stock affords no cumulative voting rights, and the holders of
a majority of the shares voting for the election of directors can elect all
the directors if they choose to do so. The Common Stock carries no preemptive
rights and is not convertible, redeemable, assessable or entitled to the
benefits of any sinking fund. The holders of Common Stock are entitled to
dividends in such amounts and at such times as may be declared by the Board of
Directors out of funds legally available therefor, subject to the dividend
preference of any stock ranking senior to the Common Stock, including the
Preferred Stock. See "Dividend Policy" for information regarding the initial
dividend policy of the Company.

PREFERRED STOCK

The Preferred Stock may be issued from time to time by the Board of
Directors as shares of one or more classes or series. Subject to the
provisions of the Charter and limitations prescribed by law, the Board of
Directors is expressly authorized to adopt resolutions to issue the shares, to
fix the number of shares and to

change the number of shares constituting any series, and to provide for the
powers, designations, preferences and relative, participating, optional or
other rights, and the qualifications, limitations or restrictions thereof,
including without limitation, voting powers, dividend rights (including
whether dividends are cumulative), dividend rates, terms of redemption
(including sinking fund provisions), redemption prices, conversion rights and
liquidation preferences of the shares constituting any class or series of the
Preferred Stock, in each case without any further action or vote by the
holders of Common Stock. Although the Company has no present intention to
issue additional shares of Preferred Stock, the issuance of shares of
Preferred Stock, or the issuance of rights to purchase such shares, could be
used to discourage an unsolicited acquisition proposal. For example, the
issuance of a series of Preferred Stock might impede a business combination by
including class voting rights that would enable the holders to block such a
transaction; or such issuance might facilitate a business combination by
including voting rights that would provide a required percentage vote of the
stockholders. In addition, under certain circumstances, the issuance of
Preferred Stock could adversely affect the voting power of the holders of the
Common Stock. The Board of Directors could act in a manner that would
discourage an acquisition attempt or other transaction that some or a majority
of the stockholders might believe to be in their best interests or in which
stockholders might receive a premium for their stock over the then market
price of such stock. The Board of Directors does not at present intend to seek
stockholder approval prior to any issuance of currently authorized stock,
unless otherwise required by law or the rules of any market on which the
WORK's securities are traded.

OTHER MATTERS

Texas law authorizes Texas corporations to limit or eliminate the personal
liability of their directors to them and their stockholders for monetary
damages for breach of a director's fiduciary duty of care. The duty of care
requires that, when acting on behalf of the corporation, directors must
exercise an informed business judgment based on all material information
reasonably available to them. Absent the limitations authorized by Texas law,
directors are accountable to Texas corporations and their stockholders for
monetary damages for conduct constituting gross negligence in the exercise of
their duty of care. Texas law enables Texas corporations to limit available
relief to equitable remedies such as injunction or rescission. The Charter
limits the liability of directors of the Company to the Company or its
stockholders to the fullest extent permitted by Texas law. Specifically, no
member of the Board of Directors will be personally liable for monetary
damages for breach of a director's fiduciary duty as a director, except for
liability (i) for any breach of the member's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases or redemptions as
in the TBCA or (iv) for any transaction from which the member derived an
improper personal benefit. This Charter provision may have the effect of
reducing the likelihood of derivative litigation against directors and may
discourage or deter stockholders or management from bringing a lawsuit against
directors for breach of their duty of care, even though such an action, if
successful, might otherwise have benefited the Company and its stockholders.
The Charter and Bylaws provide indemnification to WORK's officers and
directors and certain other persons with respect to certain matters, and WORK
has entered into agreements with each of its directors and executive officers
providing for indemnification with respect to certain matters.

The Charter provides that: (i) stockholders may act only at an annual or
special meeting of stockholders and may not act by written consent; and (ii)
special meetings of the stockholders can be called only by the chairman of the
board, the chief executive officer, the president or a majority of the Board
of Directors. The Charter also provides that the Board of Directors shall
consist of three classes of directors serving for staggered terms. It is
currently contemplated that approximately one-third of the Board of Directors
will be elected each year. The classified board provision could prevent a
party who acquires control of a majority of the outstanding voting stock of
the Company from obtaining control of the Board of Directors until the second
annual stockholders' meeting following the date the acquirer obtains the
controlling interest. See "Management --Directors and Executive Officers." The
Charter provides that the number of directors shall be as determined by the
Board of Directors from time to time, but shall not be less than three. It
also provides that directors may be removed only for cause, and then only by
the affirmative vote of the holders of at least two-thirds of all outstanding
voting stock. This provision, in conjunction with the Charter provisions
authorizing the board of

directors to fill vacant directorships, will prevent stockholders from
removing incumbent directors without cause and filling the resulting vacancies
with their own nominees.

STOCKHOLDER PROPOSALS

The Company's Bylaws contain provisions requiring that advance notice be
delivered to the Company of any business to be brought by a stockholder before
an annual meeting of stockholders and establishing certain procedures to be
followed by stockholders in nominating persons for election to the Board of
Directors. Generally, such advance notice provisions provide that written
notice must be given to the secretary of the Company by a stockholder (i) in
the event of business to be brought by a stockholder before an annual meeting
and (ii) in the event of nominations of persons for election to the Board of
Directors by any stockholder, not less than 60 nor more than 180 days prior to
the anniversary date of the immediately preceding annual meeting of
stockholders (with certain exceptions if the date of the annual meeting is
different by more than specified periods from the anniversary date). Such
notice must set forth specific information regarding such stockholder and such
business or director nominee, as described in the Company's Bylaws. The
foregoing summary is qualified in its entirety by reference to the Company's
Bylaws, which are filed as an exhibit to the Registration Statement of which
this Prospectus is a part.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is American Stock
Transfer & Trust Company.

UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting agreement
(the "Underwriting Agreement") among the Company and the underwriters named
below (the "Underwriters"), the Company has agreed to sell to each of the
Underwriters, and each of the Underwriters, for whom The Robinson-Humphrey
Company, LLC, J.C. Bradford & Co. and ABN AMRO Incorporated are acting as
representatives (the "Representatives"), has severally agreed to purchase from
the Company the number of shares of Common Stock set forth below opposite
their respective names. The Underwriters are committed to purchase all of such
shares if any are purchased. Under certain circumstances, the commitments of
non-defaulting Underwriters may be increased as set forth in the Underwriting
Agreement.

NUMBER OF
UNDERWRITERS SHARES
------------ ---------

The Robinson-Humphrey Company, LLC..............................
J.C. Bradford & Co..............................................
ABN AMRO Incorporated...........................................
---------
Total.......................................................
=========

The Representatives have advised the Company that the Underwriters propose
to offer the shares of Common Stock to the public initially at the public
offering price set forth on the cover page of this Prospectus, and to certain
dealers at such price less a concession not in excess of $ per share. The
Underwriters may allow, and such dealers may reallow, a discount not in excess
of $ per share on sales to certain other dealers. After the initial public
offering, the public offering price, concession and discount may be changed.

The Company has granted the Underwriters an option, exercisable by the
Representatives, to purchase up to 968,750 additional shares of Common Stock
at the initial public offering price less the underwriting discount. Such
option, which expires 30 days after the date of this Prospectus, may be
exercised solely to cover over-allotments. To the extent the Representatives
exercise such option, each of the Underwriters will be obligated, subject to
certain conditions, to purchase approximately the same percentage of the
option shares as the number of shares to be purchased initially by that
Underwriter bears to the total number of shares to be purchased initially by
the Underwriters.

Prior to this Offering, there has been no established trading market for the
Common Stock. The initial price to the public for the Common Stock offered
hereby was determined by negotiations among the Company and the
Representatives. Among the factors considered in determining the initial price
to the public were the history of and the prospects for the industry in which
the Company competes, the past and present operations of the Company and the
historical results of the operations of the Founding Companies, the prospects
for future earnings of the Company, the general condition of the securities
markets at the time of the Offering, and the recent market prices of
securities of generally comparable companies. There can be no assurance that
an active trading market will develop for the Common Stock or that the Common
Stock will trade in the public market subsequent to the Offering at or above
the initial public offering price.

The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act, or to contribute
to payments the Underwriters may be required to make in respect thereof.

The Representatives, on behalf of the Underwriters, may engage in over-
allotment, stabilizing transactions, syndicate covering transactions and
penalty bids in accordance with Regulation M under the Exchange Act. Over-
allotment involves syndicate sales in excess of the offering size, which
creates a syndicate short position.

Stabilizing transactions permit bids to purchase the underlying security so
long as the stabilizing bids do not exceed a specified maximum. Syndicate
covering transactions involve purchases of the Common Stock in the open market
after the distribution has been completed in order to cover syndicate short
positions. Penalty bids permit the Representatives to reclaim a selling
concession from a syndicate member when shares of Common Stock originally sold
by such syndicate member are purchased in a syndicate covering transaction to
cover syndicate short positions. Such stabilizing transactions, syndicate
covering transactions and penalty bids may cause the price of the Common Stock
to be higher than it would otherwise be in the absence of such transactions.
These transactions may be effected on the New York Stock Exchange or otherwise
and, if commenced, may be discontinued at any time.

In connection with the Offering, the Company's officers and directors have
agreed that, during a period of one year from the date of this Prospectus, and
certain shareholders of the Company (excluding the holders of the shares of
Common Stock issuable upon conversion of the Preferred Stock) have agreed
that, during a period of 180 days from the date of this Prospectus, such
holders will not, without the prior written consent of The Robinson-Humphrey
Company, LLC, directly or indirectly, offer, sell, contract to sell, grant any
option with respect to, pledge, hypothecate or otherwise dispose of, any
shares of Common Stock except for a cashless exercise of stock options or a
bona fide gift provided that the donee agrees to be bound by the terms of the
donor's lockup agreement. In addition, the Company has agreed that, during a
period of 180 days from the date of this Prospectus, the Company will not,
without the prior written consent of The Robinson-Humphrey Company, LLC,
directly or indirectly, offer, sell, contract to sell, grant any option with
respect to, pledge, hypothecate or otherwise dispose of any shares of Common
Stock except for shares of Common Stock to be issued in the Offering, in
connection with acquisitions generally, and upon the exercise of stock options
which are either (i) outstanding on the date of this Prospectus or (ii) issued
under the Incentive Plan.

LEGAL MATTERS

Certain legal matters in connection with the sale of the Common Stock
offered hereby are being passed upon for the Company by Porter & Hedges,
L.L.P., Houston, Texas. The legality of the shares of Common Stock offered
hereby will be passed upon for the Underwriters by King & Spalding, Atlanta,
Georgia.

EXPERTS

The audited historical financial statements have been included in this
Prospectus in reliance upon the reports of KPMG Peat Marwick LLP, independent
certified public accountants, appearing elsewhere herein, and upon the
authority of said firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has not previously been subject to the reporting requirements of
the Exchange Act. The Company has filed a Registration Statement on Form S-1
(the "Registration Statement") under the Securities Act with the SEC with
respect to this Offering. This Prospectus, filed as a part of the Registration
Statement, does not contain all of the information set forth in the
Registration Statement, or the exhibits thereto, in accordance with the rules
and regulations of the SEC, and reference is hereby made to such omitted
information. The statements made in this Prospectus concerning documents filed
as exhibits to the Registration Statement accurately describe the material
provisions of such documents and are qualified in their entirety by reference
to such exhibits for complete statements of their provisions. The Registration
Statement and the exhibits thereto may be inspected, without charge, at the
public reference facilities of the SEC at its principal office at Judiciary
Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and its
regional offices at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, and at 7 World Trade Center, 13th Floor, New York,
New York 10048. Copies of all or any portion of the Registration Statement can
be obtained at prescribed rates from the Public Reference Section of the SEC
at its principal office at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549. The SEC maintains a World Wide Web site that contains
reports, proxy and information statements and other information regarding
issuers that file electronically with the SEC. The address of that site is
http://www.sec.gov.

INDEX TO FINANCIAL STATEMENTS

PAGE
----

WORK INTERNATIONAL CORPORATION AND FOUNDING COMPANIES
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
Basis of Presentation.................................................... F-3
Unaudited Pro Forma Combined Balance Sheet............................... F-4
Unaudited Pro Forma Combined Statement of Operations..................... F-6
Notes to Unaudited Pro Forma Combined Financial Statements............... F-10
HISTORICAL FINANCIAL STATEMENTS
WORK INTERNATIONAL CORPORATION
Independent Auditors' Report......................................... F-16
Balance Sheets....................................................... F-17
Statements of Operations............................................. F-18
Statements of Shareholders' Equity................................... F-19
Statements of Cash Flows............................................. F-20
Notes to Financial Statements........................................ F-21
THE BURNETT COMPANIES CONSOLIDATED, INC.
Independent Auditors' Report......................................... F-24
Balance Sheets....................................................... F-25
Statements of Earnings............................................... F-26
Statements of Stockholders' Equity................................... F-27
Statements of Cash Flows............................................. F-28
Notes to Financial Statements........................................ F-29
SPARKS PERSONNEL SERVICES, INC., AND AFFILIATES
Independent Auditors' Report......................................... F-34
Combined Balance Sheets.............................................. F-35
Combined Statements of Operations.................................... F-36
Combined Statements of Shareholders' Equity.......................... F-37
Combined Statements of Cash Flows.................................... F-38
Notes to Combined Financial Statements............................... F-39
SMITH HANLEY ASSOCIATES, INC.
Independent Auditors' Report......................................... F-43
Combined Balance Sheets.............................................. F-44
Combined Statements of Operations.................................... F-45
Combined Statements of Shareholders' Equity.......................... F-46
Combined Statements of Cash Flows.................................... F-47
Notes to Combined Financial Statements............................... F-48
PROFESSIONAL CONSULTING NETWORK, INC.
Independent Auditors' Report......................................... F-52
Balance Sheets....................................................... F-53
Statements of Operations............................................. F-54
Statements of Shareholders' Equity................................... F-55
Statements of Cash Flows............................................. F-56
Notes to Financial Statements........................................ F-57
CORELINK STAFFING SERVICES, INC.
Independent Auditors' Report......................................... F-61
Balance Sheets....................................................... F-62
Statements of Operations............................................. F-63
Statements of Shareholders' Equity................................... F-64
Statements of Cash Flows............................................. F-65
Notes to Financial Statements........................................ F-66
ABSOLUTELY PROFESSIONAL STAFFING, INC., AND AFFILIATE
Independent Auditors' Report......................................... F-70
Combined Balance Sheets.............................................. F-71
Combined Statements of Income and Shareholders' Equity............... F-72
Combined Statements of Cash Flows.................................... F-73
Notes to Combined Financial Statements............................... F-74

F-1

PAGE
-----

TOSI PLACEMENT SERVICES INC.
Independent Auditors' Report........................................ F-78
Balance Sheets...................................................... F-79
Statements of Income................................................ F-80
Statements of Shareholder's Equity.................................. F-81
Statements of Changes in Financial Position......................... F-82
Notes to Financial Statements....................................... F-83
ACCESS STAFFING INC.
Independent Auditors' Report........................................ F-87
Balance Sheets...................................................... F-88
Statements of Operations............................................ F-89
Statements of Shareholders' Equity.................................. F-90
Statements of Cash Flows............................................ F-91
Notes to Financial Statements....................................... F-92
TASK MANAGEMENT, INC.
Independent Auditors' Report........................................ F-97
Balance Sheets...................................................... F-98
Statements of Operations and Retained Earnings...................... F-99
Statements of Cash Flows............................................ F-100
Notes to Financial Statements....................................... F-101
WSI PERSONNEL SERVICES, INC.
Independent Auditors' Report........................................ F-105
Balance Sheets...................................................... F-106
Statements of Operations............................................ F-107
Statements of Shareholders' Equity.................................. F-108
Statements of Cash Flows............................................ F-109
Notes to Financial Statements....................................... F-110
CORE PERSONNEL, INC., AND CORE PERSONNEL OF ARLINGTON, INC.
Independent Auditors' Report........................................ F-115
Combined Balance Sheets............................................. F-116
Combined Statements of Operations................................... F-117
Combined Statements of Shareholders' Equity......................... F-118
Combined Statements of Cash Flows................................... F-119
Notes to Combined Financial Statements.............................. F-120
BENETEMPS, INC.
Independent Auditors' Report........................................ F-125
Balance Sheets...................................................... F-126
Statements of Operations............................................ F-127
Statements of Shareholder's Equity.................................. F-128
Statements of Cash Flows............................................ F-129
Notes to Financial Statements....................................... F-130
LAW PROS LEGAL PLACEMENT SERVICES, INC.
Independent Auditors' Report........................................ F-133
Balance Sheets...................................................... F-134
Statements of Operations............................................ F-135
Statements of Shareholders' Equity.................................. F-136
Statements of Cash Flows............................................ F-137
Notes to Financial Statements....................................... F-138
LAW RESOURCES, INC.
Independent Auditors' Report........................................ F-143
Balance Sheets...................................................... F-144
Statements of Operations............................................ F-145
Statements of Shareholders' Equity.................................. F-146
Statements of Cash Flows............................................ F-147
Notes to Financial Statements....................................... F-148
CONTRACT HEALTH PROFESSIONALS, INC.
Independent Auditors' Report........................................ F-152
Balance Sheets...................................................... F-153
Statements of Operations............................................ F-154
Statements of Shareholders' Equity.................................. F-155
Statements of Cash Flows............................................ F-156
Notes to Financial Statements....................................... F-157

F-2

WORK INTERNATIONAL CORPORATION AND FOUNDING COMPANIES

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

BASIS OF PRESENTATION

The following unaudited pro forma combined financial statements give effect
to the acquisitions by Work International Corporation ("WORK"), of the
outstanding capital stock of Absolutely Professional Staffing, Inc. and
Affiliate ("Absolutely"), Access Staffing Inc. ("Access"), AIM Staffing, Inc.
("AIM"), BeneTemps, Inc. ("BeneTemps"), The Burnett Companies Consolidated,
Inc. ("Burnett"), Contract Health Professionals, Inc. ("Contract Health"),
Core Personnel, Inc., and Core Personnel of Arlington, Inc. ("Core"), Corelink
Staffing Services, Inc. ("CoreLink"), Law Pros Legal Placement Services, Inc.
("Law Pros"), Law Resources, Inc. ("Law Resources"), Professional Consulting
Network, Inc. ("PCN"), Smith Hanley Associates, Inc. ("Smith Hanley"), Sparks
Personnel Services, Inc., and Affiliates ("Sparks"), Task Management, Inc.
("Task"), TOSI Placement Services Inc. ("TOSI"), and WSI Personnel Services,
Inc. ("WSI"), (together, the "Founding Companies"). WORK and the Founding
Companies are hereinafter referred to as the Company. These acquisitions (the
"Acquisitions") will occur simultaneously with and as a condition of the
closing of WORK's initial public offering (the "Offering") and will be
accounted for using the purchase method of accounting. Sparks has been
identified as the accounting acquiror in accordance with Securities and
Exchange Commission Staff Accounting Bulletin No. 97 which states that the
combining company which receives the largest portion of voting rights in the
combined corporation is presumed to be the acquiror for accounting purposes.
The unaudited pro forma combined financial statements also give effect to the
issuance of common stock in connection with the Offering and as partial
consideration for the Acquisitions to the sellers of the Founding Companies.
These pro forma combined financial statements are based on the historical
financial statements of the Founding Companies and WORK included elsewhere in
this Prospectus and the estimates and assumptions set forth below and in the
notes to the unaudited pro forma combined financial statements.

The unaudited pro forma combined balance sheet gives effect to the
Acquisitions and the Offering as if they had occurred on March 31, 1998. The
unaudited pro forma combined statements of operations give effect to these
transactions as if they had occurred on January 1, 1997.

WORK has preliminarily analyzed the benefits that it expects will be
realized from reductions in salaries, bonuses and certain benefits to the
owners. To the extent the owners of the Founding Companies have agreed
prospectively to reductions in salary, bonuses and benefits, these reductions
have been reflected in the unaudited pro forma combined statements of
operations. Additionally, reductions in interest expense as the result of the
planned repayment of the preponderance of the Founding Companies' existing
debt have been reflected in the unaudited pro forma combined statements of
operations. With respect to other potential benefits, WORK has not and cannot
quantify these benefits until completion of the combination of the Founding
Companies. It is anticipated that these benefits will be offset by costs
related to WORK's new corporate management and by the costs associated with
being a public company. However, because these costs cannot be accurately
quantified at this time, they have not been included in the unaudited pro
forma financial information of WORK.

The purchase price of the Founding Companies (except Sparks, which is the
accounting acquiror) and WORK has been allocated based on the estimated fair
value of assets acquired and liabilities assumed. The pro forma adjustments
are based on estimates, available information and certain assumptions and may
be revised as additional information becomes available. In the opinion of
management, the final allocation of the purchase price will not materially
differ from these preliminary estimates. The unaudited pro forma combined
financial data presented herein do not purport to represent what the Company's
financial position or results of operations would have actually been had such
events occurred on the assumed dates or to project the Company's financial
position or results of operations for any future period. The unaudited pro
forma combined financial statements should be read in conjunction with the
historical financial statements and notes thereto included elsewhere in this
Prospectus. Also see "Risk Factors" included elsewhere herein.

F-3

WORK INTERNATIONAL CORPORATION AND FOUNDING COMPANIES

UNAUDITED PRO FORMA COMBINED BALANCE SHEET--MARCH 31, 1998

(IN THOUSANDS)

WORK ABSOLUTELY ACCESS CONTRACT LAW LAW
INTERNATIONAL PROFESSIONAL STAFFING AIM BURNETT BENETEMPS HEALTH CORE CORELINK PROS RESOURCES PCN
------------- ------------ -------- ---- ------- --------- -------- ---- -------- ---- --------- ------

Cash and cash
equivalents...... $ 1,249 $ -- $ 824 $ 80 $1,563 $175 $117 $ 39 $ $322 $ -- $ 665
Trade accounts
receivable, net . 1,672 667 337 5,631 535 161 519 948 586 587 2,293
Due from
officers......... 34 38
Available for
sale securities
at fair value.... 322
Prepaid expenses
and other assets. 1,286 88 170 5 296 10 3 10 50 1 2 52
------- ------ ------ ---- ------ ---- ---- ---- ------ ---- ---- ------
Total current
assets.......... 2,535 1,794 1,661 422 7,490 720 281 890 998 909 589 3,048
Property and
equipment, net... -- 286 46 25 812 7 20 24 199 51 -- 159
Receivable from
related parties.. 121 205 53 139
Other assets..... 438 10 97 6 326 2 317 15 7 169
Goodwill.........
------- ------ ------ ---- ------ ---- ---- ---- ------ ---- ---- ------
Total assets.... $ 3,094 $2,090 $1,804 $453 $8,833 $729 $618 $967 $1,212 $960 $735 $3,376
======= ====== ====== ==== ====== ==== ==== ==== ====== ==== ==== ======
Accounts payable
and accrued
liabilities...... $ 755 $ 409 $ 28 $181 $ 552 $ $ $ 21 $ 165 $ 89 $111 $ 626
Accrued payroll
and related
taxes............ 112 395 31 51 71 463 114 451
Line of credit... 23 80 375
Notes payable.... 54 49 10
Payable to
Founding Company
shareholders.....
Capital lease
obligation,
current portion.. 23 14
Deferred income
taxes............ 216 205 24
Other current
liabilities...... 34 63 12 3 34
------- ------ ------ ---- ------ ---- ---- ---- ------ ---- ---- ------
Total current
liabilities..... 755 486 390 181 996 31 51 383 708 111 627 1,125
Notes payable.... 10
Capital lease
obligation, less
current portion.. 86 11
Payable to
shareholder...... 112 3
Other
liabilities...... 987 2
Common stock..... 1 31 83 25 10 1 16 232 1 77
Preferred stock..
Additional paid
in capital....... 10,889 259
Subscription
receivable--
preferred stock.. (65)
Treasury stock... (246) (139)
Retained
earnings......... (8,486) 1,487 1,577 247 7,707 697 455 561 270 836 107 2,163
Common stock held
by ESOP, subject
to put........... (987)
Unrealized gains
in value of
securities....... 7
------- ------ ------ ---- ------ ---- ---- ---- ------ ---- ---- ------
Total
shareholders'
equity.......... 2,339 1,518 427 272 7,837 698 455 584 502 836 108 2,240
------- ------ ------ ---- ------ ---- ---- ---- ------ ---- ---- ------
Total
liabilities and
shareholders'
equity.......... $ 3,094 $2,090 $1,804 $453 $8,833 $729 $618 $967 $1,212 $960 $735 $3,376
======= ====== ====== ==== ====== ==== ==== ==== ====== ==== ==== ======

See accompanying notes to unaudited pro forma combined financial statements.

F-4

WORK INTERNATIONAL CORPORATION AND FOUNDING COMPANIES

UNAUDITED PRO FORMA COMBINED BALANCE SHEET--MARCH 31, 1998--(CONTINUED)

(IN THOUSANDS)

PRO PRO
SMITH SPARKS TASK TOTAL ACQUISITION FORMA OFFERING FORMA AS
HANLEY PERSONNEL MANAGEMENT TOSI WSI COMBINED ADJUSTMENTS COMBINED ADJUSTMENTS ADJUSTED
------ --------- ---------- ------ ------ -------- ----------- -------- ----------- --------

Cash and cash
equivalents............ $ 331 $ 1,474 $ 334 $ 439 $ 46 $ 7,658 $ (6,237) $ 1,421 $ 1,117 $ 2,538
Trade accounts
receivable, net ....... 2,950 3,501 988 1,343 966 23,684 (13,144) 10,540 10,540
Due from officers...... 358 430 (430) --
Available for sale
securities at fair
value.................. 171 493 -- 493 493
Prepaid expenses and
other assets........... 56 77 8 2 2,116 (1,282) 834 834
------ ------- ------ ------ ------ ------- -------- -------- -------- --------
Total current assets.. 3,695 5,223 1,322 1,790 1,014 34,381 (21,093) 13,288 1,117 14,405
Property and equipment,
net.................... 210 326 25 52 42 2,284 (93) 2,191 2,191
Receivable from related
parties................ 208 18 744 (623) 121 121
Other assets........... 225 1 1,613 (169) 1,444 (438) 1,006
Goodwill............... 117,658 117,658 117,658
------ ------- ------ ------ ------ ------- -------- -------- -------- --------
Total assets.......... $4,130 $ 5,549 $1,556 $1,842 $1,074 $39,022 $ 95,680 $134,702 $ 679 $135,381
====== ======= ====== ====== ====== ======= ======== ======== ======== ========
Accounts payable and
accrued liabilities.... $ 25 $ 21 $ 328 $ 141 $ 125 $ 3,577 $ 660 $ 4,237 $ -- $ 4,237
Accrued payroll and
related taxes.......... 2,232 962 442 159 5,483 5,483 5,483
Line of credit......... 478 478 (478)
Notes payable.......... 113 113 (113)
Payable to Founding
Company shareholders... 90 90 66,760 66,850 (66,850) --
Capital lease
obligation, current
portion................ 37 37 37
Deferred income taxes.. 137 582 582 582
Other current
liabilities............ 20 1,051 464 58 1,739 1,739 1,739
------ ------- ------ ------ ------ ------- -------- -------- -------- --------
Total current
liabilities........... 2,347 1,003 1,821 764 320 12,099 67,420 79,519 (67,441) 12,078
Notes payable.......... 10 10 (10)
Capital lease
obligation, less
current portion........ 97 97 97
Payable to
shareholders........... 115 (115) -- --
Other liabilities...... 220 1,209 (987) 222 222
Common stock........... 1 1 2 481 (473) 8 6 14
Preferred stock........
Additional paid in
capital................ 565 71 4 11,788 42,931 54,719 68,124 122,843
Subscription
receivable--preferred
stock.................. (65) 65
Treasury stock......... (1,050) (22) (1,457) 1,457
Retained earnings...... 1,217 5,178 (270) 1,078 774 15,598 (15,598)
Common stock held by
ESOP, subject to put... (987) 987
Unrealized gains in
value of securities.... 127 134 (7) 127 127
------ ------- ------ ------ ------ ------- -------- -------- -------- --------
Total shareholders'
equity................ 1,783 4,326 (265) 1,078 754 25,492 29,362 54,854 68,130 122,984
------ ------- ------ ------ ------ ------- -------- -------- -------- --------
Total liabilities and
shareholders' equity.. $4,130 $ 5,549 $1,556 $1,842 $1,074 $39,022 $ 95,680 $134,702 $ 679 $135,381
====== ======= ====== ====== ====== ======= ======== ======== ======== ========

See accompanying notes to unaudited pro forma combined financial statements.

F-5

WORK INTERNATIONAL CORPORATION AND FOUNDING COMPANIES

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 1998
(IN THOUSANDS)

WORK ABSOLUTELY ACCESS CONTRACT LAW
INTERNATIONAL PROFESSIONAL STAFFING AIM BURNETT BENETEMPS HEALTH CORE CORELINK PROS
------------- ------------ -------- ---- ------- --------- -------- ------ -------- ----

Service fees............ $ -- $2,953 $1,916 $760 $10,406 $1,043 $560 $1,069 $2,894 $582
Permanent placement fees
........................ -- 138 -- -- 589 50 -- 31 67 91
----- ------ ------ ---- ------- ------ ---- ------ ------ ----
Total revenues.......... -- 3,091 1,916 760 10,995 1,093 560 1,100 2,961 673
Cost of services........ -- 2,049 1,405 513 8,033 811 419 783 2,252 423
----- ------ ------ ---- ------- ------ ---- ------ ------ ----
Gross profit............ -- 1,042 511 247 2,962 282 141 317 709 250
Selling, general and
administrative expenses 601 651 394 180 2,256 165 96 194 731 162
----- ------ ------ ---- ------- ------ ---- ------ ------ ----
Operating income (loss). (601) 391 117 67 706 117 45 123 (22) 88
Other income (expense),
net..................... -- 2 8 2 38 2 -- -- -- 2
Interest expense........ -- 16 -- -- 1 -- 2 -- 5 --
----- ------ ------ ---- ------- ------ ---- ------ ------ ----
Income (loss) before
taxes................... (601) 377 125 69 743 119 43 123 (27) 90
Income tax expense
(benefit)............... -- 11 59 -- -- -- -- 50 -- --
----- ------ ------ ---- ------- ------ ---- ------ ------ ----
Net income (loss)....... $(601) $ 366 $ 66 $ 69 $ 743 $ 119 $ 43 $ 73 $ (27) $ 90
===== ====== ====== ==== ======= ====== ==== ====== ====== ====

See accompanying notes to unaudited pro forma combined financial statements.

F-6

WORK INTERNATIONAL CORPORATION AND FOUNDING COMPANIES

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS--(CONTINUED)

FOR THE THREE MONTHS ENDED MARCH 31, 1998
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

LAW SMITH SPARKS TASK PRO FORMA PRO FORMA
RESOURCES PCN HANLEY PERSONNEL MANAGEMENT TOSI WSI TOTAL ADJUSTMENTS COMBINED
--------- ------ ------ --------- ---------- ------ ------ ------- ----------- ----------

Service fees............ $880 $2,878 $1,856 $7,020 $1,686 $3,116 $1,533 $41,152 $ -- $ 41,152
Permanent placement fees
........................ 104 513 2,188 148 225 31 18 4,193 4,193
---- ------ ------ ------ ------ ------ ------ ------- ------- ----------
Total revenues......... 984 3,391 4,044 7,168 1,911 3,147 1,551 45,345 -- 45,345
Cost of services........ 541 2,281 1,358 5,116 1,220 2,426 1,060 30,690 30,690
---- ------ ------ ------ ------ ------ ------ ------- ------- ----------
Gross profit........... 443 1,110 2,686 2,052 691 721 491 14,655 -- 14,655
Selling, general and
administrative expenses 354 733 2,261 1,210 460 379 326 11,153 (45) 11,108
---- ------ ------ ------ ------ ------ ------ ------- ------- ----------
Operating income
(loss)................. 89 377 425 842 231 342 165 3,502 45 3,547
Other income (expense),
net..................... -- 4 7 2 1 3 1 72 -- 72
Interest expense........ 13 1 1 39 (37) 2
---- ------ ------ ------ ------ ------ ------ ------- ------- ----------
Income (loss) before
taxes................... 76 380 431 844 232 345 166 3,535 82 3,617
Income tax expense
(benefit)............... 6 32 20 148 326 1,415 1,741
---- ------ ------ ------ ------ ------ ------ ------- ------- ----------
Net income (loss)....... $ 70 $ 380 $ 399 $ 844 $ 212 $ 197 $ 166 $ 3,209 $(1,333) $ 1,876
==== ====== ====== ====== ====== ====== ====== ======= ======= ==========
Net income per share--
basic and diluted....... $ .13
==========
Shares used in computing
pro forma net income per
share(1)................ 14,316,327

- ----
(1) Includes (i) 905,718 shares issued by WORK prior to the Offering, (ii)
6,438,540 shares to be issued as consideration in the Acquisitions; (iii)
513,735 shares issued on the automatic conversion of WORK's Series A
Preferred Stock and Series B Preferred Stock (collectively, the "Preferred
Stock") on completion of this Offering; and (iv) the 6,458,334 shares
being offered hereby.

See accompanying notes to unaudited pro forma combined financial statements.

F-7

WORK INTERNATIONAL CORPORATION AND FOUNDING COMPANIES

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS)

Service fees........... $ -- $ 9,784 $8,557 $2,781 $39,450 $3,940 $2,100 $4,092 $10,947 $3,776
Permanent placement
fees .................. 625 -- -- 1,751 174 -- 92 220 155
------- ------- ------ ------ ------- ------ ------ ------ ------- ------
Total revenues........ -- 10,409 8,557 2,781 41,201 4,114 2,100 4,184 11,167 3,931
Cost of services....... 6,920 6,425 1,863 30,673 3,067 1,512 2,995 8,760 2,703
------- ------- ------ ------ ------- ------ ------ ------ ------- ------
Gross profit.......... -- 3,489 2,132 918 10,528 1,047 588 1,189 2,407 1,228
Selling, general and
administrative
expenses............... 7,886 2,555 1,555 667 8,130 1,060 325 865 2,512 522
------- ------- ------ ------ ------- ------ ------ ------ ------- ------
Operating income
(loss)................ (7,886) 934 577 251 2,398 (13) 263 324 (105) 706
Other income (expense),
net.................... 1 9 33 4 122 11 -- (4) (9) (13)
Interest expense....... -- 91 1 2 14 -- 18 3 2 5
------- ------- ------ ------ ------- ------ ------ ------ ------- ------
Income (loss) before
taxes.................. (7,885) 852 609 253 2,506 (2) 245 317 (116) 688
Income tax expense
(benefit).............. -- 43 253 -- -- -- -- 113 -- 19
------- ------- ------ ------ ------- ------ ------ ------ ------- ------
Net income (loss)...... $(7,885) $ 809 $ 356 $ 253 $ 2,506 $ (2) $ 245 $ 204 $ (116) $ 669
======= ======= ====== ====== ======= ====== ====== ====== ======= ======

See accompanying notes to unaudited pro forma combined financial statements.

F-8

WORK INTERNATIONAL CORPORATION AND FOUNDING COMPANIES

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS--(CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

LAW SMITH SPARKS TASK PRO FORMA
RESOURCES PCN HANLEY PERSONNEL MANAGEMENT TOSI WSI TOTAL ADJUSTMENTS PRO FORMA
--------- ------ ------ --------- ---------- ------ ------ -------- ----------- ----------

Service fees............ $3,218 $9,404 $6,081 $26,812 $5,528 $9,309 $5,635 $151,414 $ -- $ 151,414
Permanent placement fees
........................ 274 1,882 10,241 312 739 175 93 16,733 -- 16,733
------ ------ ------ ------- ------ ------ ------ -------- ------- ----------
Total revenues......... 3,492 11,286 16,322 27,124 6,267 9,484 5,728 168,147 -- 168,147
Cost of services........ 2,056 7,385 4,551 19,604 4,119 7,289 3,872 113,794 -- 113,794
------ ------ ------ ------- ------ ------ ------ -------- ------- ----------
Gross profit........... 1,436 3,901 11,771 7,520 2,148 2,195 1,856 54,353 -- 54,353
Selling, general and
administrative expenses. 1,567 3,002 11,047 4,634 2,830 1,324 1,624 52,105 (11,094) 41,011
------ ------ ------ ------- ------ ------ ------ -------- ------- ----------
Operating income
(loss)................. (131) 899 724 2,886 (682) 871 232 2,248 11,094 13,342
Other income (expense),
net..................... 1 5 16 58 21 7 6 268 -- 268
Interest expense........ 40 6 3 14 2 5 206 (199) 7
------ ------ ------ ------- ------ ------ ------ -------- ------- ----------
Income (loss) before
taxes................... (170) 898 737 2,930 (663) 873 238 2,310 11,293 13,603
Income tax expense
(benefit)............... (13) 16 152 363 (26) 920 5,814 6,734
------ ------ ------ ------- ------ ------ ------ -------- ------- ----------
Net income (loss)....... $ (157) $ 898 $ 721 $ 2,930 $ (815) $ 510 $ 264 $ 1,390 $ 5,479 $ 6,869
====== ====== ====== ======= ====== ====== ====== ======== ======= ==========
Net income per share--
basic and diluted....... $ .48
==========
Shares used in computing
pro forma net income per
share(1)................ 14,316,327

- ----
(1) Includes (i) 905,718 shares issued by WORK prior to the Offering, (ii)
6,438,540 shares to be issued as consideration in the Acquisitions; (iii)
513,735 shares issued on the automatic conversion of WORK's Preferred
Stock on completion of this Offering; and (iv) the 6,458,334 shares being
offered hereby.

See accompanying notes to unaudited pro forma combined financial statements.

F-9

WORK INTERNATIONAL CORPORATION AND FOUNDING COMPANIES

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

(UNAUDITED)

1. GENERAL:

WORK was formed to become a leading domestic and international provider of
diversified staffing and outsourcing solutions and services. WORK conducted no
operations prior to the Offering and will acquire the Founding Companies
simultaneously with and as a condition of the consummation of the Offering.

The historical financial statements represent the financial position and
results of operations of the Founding Companies and were derived from the
respective Founding Companies' financial statements. The periods included in
these financial statements for the individual Founding Companies are as of and
for the three months ended March 31, 1998 and for the year ended December 31,
1997. The historical financial statements included elsewhere herein have been
included in accordance with Securities and Exchange Commission Staff
Accounting Bulletin No. 80.

2. ACQUISITION OF FOUNDING COMPANIES:

Concurrently with and as a condition to the closing of the Offering, WORK
will acquire all of the outstanding capital stock of the Founding Companies.
The Acquisitions were accounted for using the purchase method of accounting
with Sparks being treated as the accounting acquiror. The following table sets
forth the consideration to be paid (a) in cash and (b) in shares of WORK's
Common Stock to the stockholders of each of the Founding Companies. For
purposes of computing the estimated purchase price for accounting purposes,
the value of the shares has been determined using an estimated fair value of
$10.80 per share, which represents a discount of ten percent from the assumed
initial public offering price of $12.00 per share (the midpoint of the range
of estimated initial public offering prices set forth on the cover page of
this Prospectus) due to restrictions on the sale and transferability of the
shares issued. The estimated purchase price for the Acquisitions is based upon
preliminary estimates and is subject to certain purchase price adjustments at
and following closing. In the opinion of management, the final allocation of
the purchase price will not materially differ from these preliminary
estimates.

COMMON STOCK
-----------------
VALUE
OF
CASH SHARES SHARES
------- --------- -------
(DOLLARS IN THOUSANDS)

Absolutely......................................... $ 7,401 224,746 $ 2,427
Access............................................. 3,771 208,843 2,256
AIM................................................ 866 72,176 779
BeneTemps.......................................... 2,500 216,227 2,335
Burnett............................................ 8,422 1,333,333 14,400
Contract Health.................................... 800 82,369 890
Core............................................... 1,341 111,738 1,207
Corelink........................................... 1,095 365,078 3,943
Law Pros........................................... 2,000 184,314 1,991
Law Resources...................................... 1,006 83,846 905
PCN................................................ 4,820 401,672 4,338
Smith Hanley....................................... 8,500 643,149 6,946
Sparks............................................. 15,000 1,467,978 15,854
Task............................................... 5,357 446,456 4,822
TOSI............................................... 1,400 382,356 4,129
WSI................................................ 2,571 214,259 2,314
------- --------- -------
Total............................................ $66,850 6,438,540 $69,536
======= ========= =======

F-10

WORK INTERNATIONAL CORPORATION AND FOUNDING COMPANIES

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

3. UNAUDITED PRO FORMA COMBINED BALANCE SHEET ADJUSTMENTS:

(a) Records the S Corporation Distributions of $8.2 million.

(b) Records the distribution of accounts receivable and certain nonoperating
assets and the elimination of assets and liabilities of the Founding Companies
which will not be acquired or assumed in connection with the Acquisitions.
Additionally includes the conversion to cash of $1.3 million of subscription
receivables for WORK Preferred Stock.

(c) Records the purchase of the Founding Companies for a total purchase
price of $136.4 million, including $30.9 million (cash of $15.0 million and
WORK Common Stock with an aggregate value of $15.9 million determined using an
estimated fair value of $10.80 per share) attributed to Sparks as accounting
acquiror. The entry includes the liability of $66.9 million for the cash
portion of the consideration to be paid to the stockholders of the Founding
Companies in connection with the Acquisitions, the issuance of 6,438,540
shares of WORK Common Stock to the Founding Companies and estimated
acquisition costs of $0.7 million resulting in the creation of $104.7 million
of goodwill after allocating the purchase price to the aggregate assets
acquired and liabilities assumed, excluding Sparks, as shown below. In
addition, goodwill of $13.0 million, determined using an estimated fair value
of $10.80 per share, has been recorded attributable to the shares of WORK
Common Stock issued and outstanding after the automatic conversion of the WORK
Preferred Stock. Based on its initial assessment, management believes that the
historical carrying value of the Founding Companies' assets and liabilities
will approximate fair value and that there are no other identifiable
intangible assets to which any material purchase price can be allocated.

MARCH 31, 1998
--------------
(IN THOUSANDS)
ASSETS

Cash and equivalents........................................ $4,884
Trade accounts receivable................................... 8,885
Available for sale securities at fair value................. 322
Prepaid expenses and other assets........................... 757
-------
Total current assets...................................... 14,848
Property and equipment, net................................. 1,865
Receivable from related parties............................. 121
Other assets................................................ 1,444
-------
Total assets.............................................. $18,278
=======
LIABILITIES

Accounts payable............................................ $3,556
Accrued payroll and related taxes........................... 4,521
Lines of credit............................................. 3,777
Notes payable, current portion.............................. 113
Capital lease obligation, current portion................... 37
Deferred income taxes....................................... 582
Other current liabilities................................... 1,719
-------
Total current liabilities................................. 14,305
Notes payable............................................... 10
Capital lease obligation, less current portion.............. 97
Other liabilities........................................... 2
-------
Total liabilities......................................... $14,414
=======
Net book value............................................ $ 3,864
=======

F-11

WORK INTERNATIONAL CORPORATION AND FOUNDING COMPANIES

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

The following reconciles the combined historical net assets of the Founding
Companies and WORK to the net assets acquired by Sparks (in thousands):

TOTAL LESS: ACQUIRED
COMBINED SPARKS COMPANIES
-------- ------- ---------

Historical net assets............................. $ 25,492 $(4,326) $21,166
S Corporation Distributions....................... (8,227) 1,638 (6,589)
Distribution of certain assets to Founding
Companies........................................ (13,611) 1,846 (11,765)
Other adjustments................................. 1,052 1,052
-------- ------- -------
$ 4,706 $ (842) $ 3,864
======== ======= =======

(d) Records the cash proceeds from the issuance of 6,458,333 shares of
Common Stock, net of estimated offering costs (based on an assumed initial
public offering price of $12.00 per share, the midpoint of the range of
estimated initial public offering prices set forth on the cover page of this
Prospectus). Offering costs primarily consist of underwriting discounts and
commissions, accounting fees, legal fees and printing expenses.

(e) Records the cash portion of the consideration to be paid to the
stockholders of the Founding Companies in connection with the Acquisitions and
the repayment of the preponderance of the Founding Companies' existing debt.

F-12

WORK INTERNATIONAL CORPORATION AND FOUNDING COMPANIES

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

The following tables summarize the unaudited pro forma combined balance sheet
adjustments (in thousands):

ACQUISITION OFFERING
(A) (B) (C) ADJUSTMENTS (D) (E) ADJUSTMENTS
------- -------- --------- ----------- -------- -------- -----------
ASSETS

Cash and equivalents.... $(4,928) $ 1,990 $ (3,299) $ (6,237) $ 68,568 $(67,451) $ 1,117
Trade accounts
receivable............. (13,144) (13,144)
Due from officers....... (430) (430)
Available for sale
securities at fair
value..................
Prepaid expenses and
other assets........... (1,282) (1,282)
------- -------- --------- -------- -------- -------- --------
Total current assets... (4,928) (12,866) (3,299) (21,093) 68,568 (67,451) 1,117
Property and equipment,
net.................... (93) (93)
Receivable from related
party.................. (623) (623)
Other assets............ (169) (169) (438) (438)
Goodwill................ 117,658 117,658
------- -------- --------- -------- -------- -------- --------
Total assets........... (4,928) (13,751) 114,359 95,680 68,130 (67,451) 679
======= ======== ========= ======== ======== ======== ========
LIABILITIES

Accounts payable and
accrued liabilities....
Accrued payroll and
related taxes..........
Lines of credit......... (3,299) 2,639 (660) 478 478
Notes payable, current
portion................ 113 113
Payable to Founding
Company shareholders... 90 (66,850) (66,760) 66,850 66,850
Capital lease
obligation, current
portion................
Deferred income taxes...
Other current
liabilities............
------- -------- --------- -------- -------- -------- --------
Total current
liabilities........... (3,299) 90 (64,211) (67,420) 67,441 67,441
Note payable............ 10 10
Capital lease
obligation, less
current portion........
Payable to shareholders. 115 115
Other liabilities....... 987 987
------- -------- --------- -------- -------- -------- --------
Total liabilities...... (3,299) 1,192 (64,211) (66,318) 67,451 67,451
Common stock............ 473 473 (6) (6)
Preferred stock.........
Additional paid-in
capital................ (42,931) (42,931) (68,124) (68,124)
Subscription
receivable--preferred
stock.................. (65) (65)
Treasury stock.......... (1,457) (1,457)
Retained earnings....... 8,227 13,611 (6,240) 15,598
Common stock held by
ESOP, subject to put... (987) (987)
Unrealized gains in
value of securities.... 7 7
------- -------- --------- -------- -------- -------- --------
Total shareholders'
equity................ 8,227 12,559 (50,148) (29,362) (68,130) (68,130)
------- -------- --------- -------- -------- -------- --------
Total liabilities and
shareholders' equity.. $ 4,928 $ 13,751 $(114,359) $(95,680) $(68,130) $ 67,451 $ (679)
======= ======== ========= ======== ======== ======== ========

F-13

WORK INTERNATIONAL CORPORATION AND FOUNDING COMPANIES

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

4. UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS ADJUSTMENTS:

Year Ended December 31, 1997

(a) Reflects the reversal of the $7.4 million non-cash compensation charge
related to the issuance of 1,055,718 shares of Common Stock to management and
directors of and consultants to the Company offset by an expected incremental
charge for the recurring portion of salary and administrative expenses of $0.8
million. Also reflects the $7.4 million reduction in salaries, bonuses and
benefits to the owners of the Founding Companies to which they agreed in
connection with the Acquisitions, as detailed in the following table (in
thousands):

Historical 1997 Salaries, Bonuses and Benefits...................... $13,754
Prospective 1998 Salaries, Bonuses and Benefits..................... 6,367
-------
Compensation Differential........................................... $ 7,387
=======

(b) Reflects the amortization of goodwill to be recorded as a result of the
Acquisitions over a 40-year estimated life.

(c) Reflects the reduction in interest expense due to the planned repayment
of existing debt in connection with the Acquisitions.

(d) Reflects the reduction in depreciation expense for the distribution of
certain assets which will not be acquired in the Acquisitions.

(e) Reflects the incremental provision for federal and state income taxes
relating to the statement of operations pro forma adjustments and to reflect
income taxes on S corporation operations as if these entities had been taxable
as C corporations during the periods presented.

The following table summarizes the unaudited pro forma combined statements
of operations adjustments (in thousands):

PRO FORMA
(A) (B) (C) (D) (E) ADJUSTMENTS
-------- ------- ----- ---- ------- -----------

Revenues.................. $ -- $ -- $ -- $ -- $ -- $ --
Cost of sales............. -- -- -- -- -- --
-------- ------- ----- ---- ------- --------
Gross profit.............. -- -- -- -- -- --
Selling, general and
administrative........... (14,023) 2,941 -- (12) -- (11,094)
-------- ------- ----- ---- ------- --------
Income from operations.... 14,023 (2,941) -- 12 -- 11,094
Other income (expense)
Interest expense........ -- -- (199) -- -- (199)
Other income (expense),
net.................... -- -- -- -- -- --
-------- ------- ----- ---- ------- --------
Income before income
taxes.................... 14,023 (2,941) 199 12 -- 11,293
Provision for income
taxes.................... -- -- -- -- 5,814 5,814
-------- ------- ----- ---- ------- --------
Net income................ $ 14,023 $(2,941) $ 199 $ 12 $(5,814) $ 5,479
======== ======= ===== ==== ======= ========

F-14

WORK INTERNATIONAL CORPORATION AND FOUNDING COMPANIES

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

5. UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS ADJUSTMENTS:

Three Months Ended March 31, 1998

(a) Reflects the reduction in salaries, bonuses and benefits to the owners
of the Founding Companies to which they agreed in connection with the
Acquisitions, as detailed in the following table (in thousands):

Historical First Quarter 1998 Salaries, Bonuses and Benefits.......... $2,369
Pro-rata Portion of Prospective 1998 Salaries, Bonuses and Benefits... 1,592
------
Compensation Differential............................................. $ 777
======

(b) Reflects the amortization of goodwill to be recorded as a result of the
Acquisitions over a 40-year estimated life.

(c) Reflects the reduction in interest expense due to the planned repayment
of existing debt in connection with the Acquisitions.

(d) Reflects the reduction in depreciation expense for the distribution of
certain assets which will not be acquired in the Acquisitions.

The following table summarizes the unaudited pro forma combined statement of
operations adjustments (in thousands):

PRO FORMA
(A) (B) (C) (D) (E) ADJUSTMENTS
----- ----- ---- --- ------- -----------

Revenues......................... $ -- $ -- $ -- $-- $ -- $ --
Cost of sales.................... -- -- -- -- -- --
----- ----- ---- --- ------- -------
Gross profit..................... -- -- -- -- -- --
Selling, general and
administrative.................. (777) 735 -- (3) -- (45)
----- ----- ---- --- ------- -------
Income from operations........... 777 (735) -- 3 -- 45
Other income (expense)
Interest expense............... -- -- (37) -- -- (37)
Other income (expense), net.... -- -- -- -- -- --
----- ----- ---- --- ------- -------
Income before income taxes....... 777 (735) 37 3 -- 82
Provision for income taxes....... -- -- -- -- 1,415 1,415
----- ----- ---- --- ------- -------
Net income....................... $ 777 $(735) $ 37 $ 3 $(1,415) $(1,333)
===== ===== ==== === ======= =======

F-15

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Work International Corporation:

We have audited the accompanying balance sheet of Work International
Corporation as of December 31, 1997, and the related statements of operations,
shareholders' equity and cash flows for the period from September 4, 1997
(inception) through December 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Work International
Corporation as of December 31, 1997, and the results of its operations and its
cash flows for the period from September 4, 1997 (inception) through December
31, 1997, in conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

Houston, Texas
July 10, 1998

F-16

WORK INTERNATIONAL CORPORATION

BALANCE SHEETS

DECEMBER 31, MARCH 31,
ASSETS 1997 1998
------ ------------ -----------
(UNAUDITED)

Current assets:
Cash and cash equivalents.......................... $ 554,921 $ 1,249,321
Prepaid expenses................................... -- 25,000
Subscription receivable............................ 117,975 1,261,015
----------- -----------
Total current assets............................. 672,896 2,535,336
Due from related parties............................. 18,296 120,850
Deferred offering costs.............................. 15,291 437,811
----------- -----------
Total assets..................................... $ 706,483 $ 3,093,997
=========== ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------

Current liabilities:
Accounts payable................................... $ 2,419 4,117
Accrued expenses................................... 174,008 750,815
----------- -----------
Total liabilities................................ 176,427 754,932
----------- -----------
Shareholders' equity:
Common stock, $.001 par value; 20,000,000 shares
authorized, 905,718 issued and outstanding........ 906 906
Preferred stock--Series A, $.001 par value;
5,000,000 shares authorized, 1,000 issued and out-
standing.......................................... 1 1
Preferred stock--Series B, $.001 par value;
5,000,000 shares authorized, 2,450 issued and out-
standing.......................................... -- 1
Additional paid-in capital......................... 8,439,568 10,889,567
Retained deficit................................... (7,885,419) (8,486,410)
Subscriptions receivable--preferred stock.......... (25,000) (65,000)
----------- -----------
Total shareholders' equity....................... 530,056 2,339,065
----------- -----------
Total liabilities and shareholders' equity....... $ 706,483 $ 3,093,997
=========== ===========

See accompanying notes to financial statements.

F-17

WORK INTERNATIONAL CORPORATION

STATEMENTS OF OPERATIONS

SEPTEMBER 4,
1997 THREE
(INCEPTION) MONTHS
THROUGH ENDED
DECEMBER 31, MARCH 31,
1997 1998
------------ -----------
(UNAUDITED)

Selling, general and administrative expenses......... $ 7,886,481 601,055
----------- ---------
Operating income (loss).......................... (7,886,481) (601,055)
Interest income.................................... 1,062 64
----------- ---------
Loss before income tax expense................... (7,885,419) (600,991)
Income tax benefit................................. -- --
----------- ---------
Net loss......................................... $(7,885,419) $(600,991)
=========== =========

See accompanying notes to financial statements.

F-18

WORK INTERNATIONAL CORPORATION

STATEMENTS OF SHAREHOLDERS' EQUITY

PREFERRED STOCK
---------------------------
COMMON STOCK SERIES A SERIES B ADDITIONAL
-------------- ------------- ------------- SUBSCRIPTIONS PAID-IN RETAINED
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT RECEIVABLE CAPITAL DEFICIT TOTAL
------- ------ ------ ------ ------ ------ ------------- ----------- ----------- -----------

Balance, September 4,
1997 (inception)....... -- $ -- -- $-- -- $-- $ -- $ -- $ -- $ --
Issuance of management
and consultant shares.. 905,718 906 -- -- -- -- -- 7,439,569 -- 7,440,475
Issuance and
subscription of
preferred stock--Series
A...................... -- -- 1,000 1 -- -- (25,000) 999,999 -- 975,000
Net loss................ -- -- -- -- -- -- -- (7,885,419) (7,885,419)
------- ---- ----- --- ----- --- -------- ----------- ----------- -----------
Balance, December 31,
1997................... 905,718 906 1,000 1 -- -- (25,000) 8,439,568 (7,885,419) 530,056
Issuance and
subscription of
preferred stock--Series
B (unaudited).......... -- -- -- -- 2,450 1 (40,000) 2,449,999 -- 2,410,000
Net loss (unaudited).... -- -- -- -- -- -- -- -- (600,991) (600,991)
------- ---- ----- --- ----- --- -------- ----------- ----------- -----------
Balance, March 31, 1998
(unaudited)............ 905,718 $906 1,000 $ 1 2,450 $ 1 $(65,000) $10,889,567 $(8,486,410) $ 2,339,065
======= ==== ===== === ===== === ======== =========== =========== ===========

See accompanying notes to financial statements.

F-19

WORK INTERNATIONAL CORPORATION

STATEMENTS OF CASH FLOWS

SEPTEMBER 4,
1997
(INCEPTION) THREE
THROUGH MONTHS
DECEMBER 31, ENDED MARCH
1997 31, 1998
------------ -----------
(UNAUDITED)

Cash flows from operating activities:
Net loss............................................. $(7,885,419) $ (600,991)
Adjustments to reconcile net loss to net cash used in
operating activities:
Compensation expense related to issuance of common
stock to management and consultants................ 7,437,500 --
Change in operating assets and liabilities:
Prepaid expenses................................... -- (25,000)
Due from related parties........................... (18,296) (102,554)
Accounts payable and accrued expenses.............. 176,427 218,505
----------- ----------
Net cash used in operating activities............. (289,788) (510,040)
----------- ----------
Cash flows from financing activities:
Proceeds from issuance of common stock............... -- 1,960
Proceeds from issuance of preferred stock............ 860,000 1,265,000
Deferred offering costs.............................. (15,291) (62,520)
----------- ----------
Net cash provided by financing activities......... 844,709 844,440
----------- ----------
Net increase in cash and cash equivalents............. 554,912 694,400
Cash and cash equivalents at beginning of period...... -- 554,921
----------- ----------
Cash and cash equivalents at end of period............ $ 554,921 $1,249,321
=========== ==========
Noncash financing activities:
Subscription of stock................................ $ 142,975 $1,183,040
=========== ==========

See accompanying notes to financial statements.

F-20

WORK INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

(ALL INFORMATION WITH RESPECT TO THE INTERIM PERIOD ENDED MARCH 31, 1998 IS
UNAUDITED)

(1) BUSINESS AND ORGANIZATION

Nature of Operations

Work International Corporation (Work or the Company), a Texas corporation
was founded in September 1997 to become a leading domestic and international
provider of diversified staffing and outsourcing solutions and services. The
Company has signed definitive agreements to acquire sixteen businesses (the
Acquisitions), all of which are to close simultaneously with and as a
condition of the consummation of an initial public offering (the Offering) of
its common stock and subsequent to the Offering, continue to acquire similar
companies to expand its national operations. Consideration for the
Acquisitions will be for cash of $66,850,000 and 6,438,540 shares of Common
Stock.

All of the Company's activities to date relate to the Offering and the
Acquisitions. The Company has not yet conducted any operations relative to its
ultimate intended purpose. The Company is dependent upon the Offering to
execute the pending Acquisitions. There is no assurance that the pending
Acquisitions discussed below will be completed or that the Company will be
able to generate future operating revenue. The Company has an absence of a
combined operating history and future success is dependent upon a number of
factors which include, among others, the ability to integrate operations,
reliance on the identification and integration of satisfactory acquisition
candidates, reliance on acquisition financing, the ability to manage growth
and attract and retain quality management.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

The interim financial statements as of March 31, 1998, and for the three
months then ended, are unaudited, and certain information and footnote
disclosures, normally included in financial statements prepared in accordance
with generally accepted accounting principles, have been omitted. In the
opinion of management, all adjustments, consisting only of normal recurring
adjustments, necessary to fairly present the financial position, results of
operations and cash flows with respect to the interim financial statements
have been included. The results of operations for the interim periods are not
necessarily indicative of the results for the entire fiscal year.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all
highly liquid debt instruments with original maturities of three months or
less to be cash equivalents. There were no cash payments for interest or
income taxes in 1997 or in the three months ended March 31, 1998.

Income Taxes

The Company has adopted the liability method of accounting for income taxes
in accordance with Statement of Financial Accounting Standards (SFAS) No. 109,
Accounting for Income Taxes. Under this method deferred income taxes are
recorded for temporary differences based upon differences between the
financial reporting and tax bases of assets and liabilities and net operating
loss carryforwards and are measured using the enacted tax rates and laws that
will be in effect when the temporary differences are expected to be recovered
or settled.

F-21

WORK INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

As of December 31, 1997, the Company had gross deferred tax assets of
approximately $152,000, related primarily to a net operating loss
carryforward. A valuation allowance has been established to fully offset such
deferred tax asset due to the uncertainty of realization. Accordingly, no
income tax benefit has been recorded for the losses incurred.

Subscription Receivable

The Company recognizes subscription receivables as current assets for
amounts that have been collected in cash prior to the publication of the
applicable financial statements. The subscription receivable recognized as a
current asset at December 31, 1997 and March 31, 1998 was subsequently
collected.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, subscription receivable
and accounts payable approximate their fair values due to the short-term
maturities of the instruments.

The fair value of due from related parties could not be obtained without
incurring excessive costs due to the nature of such instruments.

(3) SHAREHOLDERS' EQUITY

Common Stock

The Company is authorized to issue 20 million shares of common stock, $.001
par value. During the period ended December 31, 1997 the Company entered into
subscription agreements with management and consultants to the Company whereby
shares of common stock could be purchased for an aggregate of $2,975. These
subscriptions have been fully funded. The Company recorded a nonrecurring,
noncash compensation charge of $7.4 million in the period ended December 31,
1997 representing the difference between the amount paid for the shares and
the estimated fair value of the shares at that time.

Work effected a 1.995192-for-one reverse split in July 1998 for each share
of Common Stock then outstanding. The effects of the Common Stock split has
been retroactively reflected on the balance sheet, statement of shareholders'
equity and in the accompanying notes.

Preferred Stock

The Company is authorized to issue up to 5 million shares of preferred
stock, par value $.001 per share, in one or more series. There were 1,000
shares of Series A preferred stock issued at December 31, 1997 and March 31,
1998. As of December 31, 1997 and March 31, 1998, there were -0- and 1,150
shares of Series B preferred stock issued, respectively.

Series A Preferred Stock

During the period from inception of the Company to December 31, 1997,
pursuant to subscription agreements the Company agreed to issue 1,000 shares
of Series A Preferred Stock at $1,000 per share. The Company subsequently
received subscription payments of $975,000 and accepted a $25,000 note from a
principal of Bollard (see note 6) for the balance outstanding under the
subscription agreements. The note is non interest bearing and is payable on or
before the date of the Offering. Each share of the Series A Preferred Stock is
convertible at the holders' option into approximately 200 shares of common
stock and is automatically convertible into common stock immediately upon the
closing of the Offering.

F-22

WORK INTERNATIONAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Series B Preferred Stock

During March 1998, pursuant to subscription agreements the Company agreed to
issue 2,450 shares of Series B Preferred Stock at $1,000 per share. The
Company subsequently received payments of $2,410,000 and accepted a $40,000
note from a principal of Bollard (see note 6) for the balance outstanding
under the subscription agreements. The note is non interest bearing and is
payable on or before the date of the Offering. During April 1998 the Company
issued an additional 50 shares of Series B Preferred Stock at $1,000 per
share. Each share of the Series B Preferred Stock is convertible at the
holders' option into approximately 125 shares of common stock and is
automatically convertible into common stock immediately upon the closing of
the Offering.

(4) INCOME TAXES

There is no federal income tax provision as losses were incurred and a
valuation allowance has been established against future benefits that may be
derived from the carryforward of these losses.

(5) COMMITMENTS

Future minimum lease payments under noncancelable operating leases as of
December 31, 1997 are:

PERIOD ENDING DECEMBER 31,
--------------------------

1998............................................................ $100,535
1999............................................................ 118,453
2000............................................................ 118,453
2001............................................................ 17,917
--------
Total minimum lease payments.................................. $355,358
========

(6) RELATED PARTY TRANSACTIONS

The Directors of the Company are principals of Bollard Group, L.L.C.
("Bollard"). Bollard has entered into an agreement with WORK to provide
services related to facilitating and completing the Offering. In consideration
of those services, Bollard will be reimbursed for its expenses and will be
paid a fee of $775,000 from the proceeds of the Offering. Bollard also entered
into an agreement with WORK on April 1, 1998 whereby Bollard has agreed to
provide management and administrative services to WORK relating to the
Offering, for which Bollard is paid a monthly fee of $30,000 and reimbursement
of reasonable out-of-pocket expenses. This agreement terminates on the closing
of the Offering. Effective on completion of the Offering, Bollard has agreed
to provide services to the Company, as requested, on a non-exclusive basis for
two years relating to future acquisition transactions involving the Company,
including the identification of potential acquisition candidates, due
diligence and valuation of these candidates, and negotiation of acquisition
agreements. Under this agreement, Bollard will receive a monthly fee of
$10,000 and reimbursement of reasonable out-of-pocket expenses, and will be
paid a transaction fee upon consummation of any acquisition identified by
Bollard to the Company, which fee is based on an agreed to percentage of the
value of the acquisition. The monthly fees and reimbursement of expenses will
be credited against fees earned by Bollard on acquisitions. Bollard has also
agreed to advance WORK up to $500,000 to fund operating expenses of WORK prior
to the completion of the Offering. Such advances do not bear interest and are
payable on the earlier to occur of the completion of the Offering or the
termination of the definitive agreements regarding the Acquisitions. The
Company and Bollard share office and general and administrative support
services. Through December 31, 1997 and March 31, 1998, the Company has
incurred costs on behalf of Bollard of $18,296 and $120,850, respectively. In
July 1998, the principals of Bollard resigned as directors of the Company.

F-23

INDEPENDENT AUDITORS' REPORT

The Board of Directors
The Burnett Companies Consolidated, Inc.:

We have audited the accompanying balance sheets of The Burnett Companies
Consolidated, Inc. as of December 28, 1996 and December 27, 1997, and the
related statements of earnings, changes in stockholders' equity and cash flows
for each of the fifty-two week periods in the three-year period ended December
27, 1997. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of The Burnett Companies
Consolidated, Inc. at December 28, 1996 and December 27, 1997, and the results
of its operations and its cash flows for each of the fifty-two week periods in
the three-year period ended December 27, 1997, in conformity with generally
accepted accounting principles.

KPMG Peat Marwick LLP

Houston, Texas
March 12, 1998

F-24

THE BURNETT COMPANIES CONSOLIDATED, INC.

BALANCE SHEETS

DECEMBER 28, DECEMBER 27, MARCH 31,
ASSETS 1996 1997 1998
------ ------------ ------------ -----------
(UNAUDITED)

Current assets:
Cash and cash equivalents.............. $ 436,863 $1,860,588 $1,563,165
Trade accounts receivable, net of
allowance of $30,000.................. 4,003,880 4,869,987 5,631,084
Other receivables...................... -- 20,047 33,408
Prepaid expenses and other............. 164,434 130,685 262,679
---------- ---------- ----------
Total current assets................. 4,605,177 6,881,307 7,490,336
Property and equipment, net.............. 795,707 771,297 812,386
Other assets............................. 306,164 529,996 530,144
---------- ---------- ----------
$5,707,048 $8,182,600 $8,833,166
========== ========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Current liabilities:
Current installments of long-term debt. $ 146,054 $ 84,762 $ 48,684
Accrued payroll costs.................. 94,895 210,585 395,732
Accounts payable and other accrued
liabilities........................... 145,001 588,939 551,991
---------- ---------- ----------
Total current liabilities............ 385,950 884,286 996,407
---------- ---------- ----------
Long-term debt, less current
installments............................ 84,762 -- --
Stockholders equity:
Common stock, $.01 par value; 1,000,000
shares authorized and issued.......... 10,000 10,000 10,000
Treasury stock, 10,000 shares in 1997
and 1998.............................. -- (139,459) (139,459)
Additional paid-in capital............. 259,506 259,506 259,506
Retained earnings...................... 4,966,830 7,168,267 7,706,712
---------- ---------- ----------
Total stockholders equity............ 5,236,336 7,298,314 7,836,759
Commitments and contingencies............
---------- ---------- ----------
$5,707,048 $8,182,600 $8,833,166
========== ========== ==========

See accompanying notes to financial statements.

F-25

THE BURNETT COMPANIES CONSOLIDATED, INC.

STATEMENTS OF EARNINGS

THREE MONTHS ENDED
YEARS ENDED MARCH 31,
---------------------------------------- -----------------------
DECEMBER 30, DECEMBER 28, DECEMBER 27,
1995 1996 1997 1997 1998
------------ ------------ ------------ ---------- -----------
(UNAUDITED)

Revenues:
Service fees.......... $22,856,845 $29,176,027 $39,450,106 $9,199,561 $10,406,451
Permanent placement
fees................. 1,014,650 1,201,679 1,751,310 313,002 588,898
----------- ----------- ----------- ---------- -----------
Revenues from
services........... 23,871,495 30,377,706 41,201,416 9,512,563 10,995,349
Cost of services........ 17,405,147 22,152,311 30,672,682 7,206,819 8,033,436
----------- ----------- ----------- ---------- -----------
Gross profit........ 6,466,348 8,225,395 10,528,734 2,305,744 2,961,913
Selling, general and
administrative
expenses............... 5,703,143 6,570,465 8,130,151 1,812,686 2,256,125
----------- ----------- ----------- ---------- -----------
Operating income.... 763,205 1,654,930 2,398,583 493,058 705,788
Other income (expense):
Interest and other
income............... 41,756 54,707 121,621 36,386 38,319
Interest expense...... (17,770) (25,780) (13,779) (4,448) (1,548)
----------- ----------- ----------- ---------- -----------
Net income.......... $ 787,191 $ 1,683,857 $ 2,506,425 $ 524,996 $ 742,559
=========== =========== =========== ========== ===========

See accompanying notes to financial statements.

F-26

THE BURNETT COMPANIES CONSOLIDATED, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

ADDITIONAL TOTAL
COMMON TREASURY PAID-IN RETAINED STOCKHOLDERS'
STOCK STOCK CAPITAL EARNINGS EQUITY
------- --------- ---------- ---------- -------------

Balances at December 31,
1994................... $10,000 $ -- $259,506 $3,239,282 $3,508,788
Distributions to
stockholders........... -- -- -- (428,000) (428,000)
Net income.............. -- -- -- 787,191 787,191
------- --------- -------- ---------- ----------
Balances at December 30,
1995................... 10,000 -- 259,506 3,598,473 3,867,979
Distributions to
stockholders........... -- -- -- (315,500) (315,500)
Net income.............. -- -- -- 1,683,857 1,683,857
------- --------- -------- ---------- ----------
Balances at December 28,
1996................... 10,000 -- 259,506 4,966,830 5,236,336
Distributions to
stockholders........... -- -- -- (304,988) (304,988)
Purchase of treasury
stock.................. -- (139,459) -- -- (139,459)
Net income.............. -- -- -- 2,506,425 2,506,425
------- --------- -------- ---------- ----------
Balances at December 27,
1997................... 10,000 (139,459) 259,506 7,168,267 7,298,314
Distributions to
stockholders
(unaudited)............ -- -- -- (204,114) (204,114)
Net income (unaudited).. -- -- -- 742,559 742,559
------- --------- -------- ---------- ----------
Balances at March 31,
1998 (unaudited)....... $10,000 $(139,459) $259,506 $7,706,712 $7,836,759
======= ========= ======== ========== ==========

See accompanying notes to financial statements.

F-27

THE BURNETT COMPANIES CONSOLIDATED, INC.

STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED
YEARS ENDED MARCH 31,
--------------------------------------- ----------------------
DECEMBER 30, DECEMBER 28, DECEMBER 27,
1995 1996 1997 1997 1998
------------ ------------ ------------ ---------- ----------
(UNAUDITED)

Cash flows from
operating activities:
Net income............. $ 787,191 $ 1,683,857 $2,506,425 $ 524,996 $ 742,559
Adjustments to
reconcile net income
to net cash provided
by operating
activities:
Depreciation and
amortization of
property and
equipment............ 194,364 251,592 370,288 84,320 90,039
Other amortization.... -- 12,435 16,580 4,145 4,146
Provision for
(recovery of)
uncollectible notes
receivable........... 100,000 (9,543) -- -- --
Loss on sale of
equipment............ 17,278 2,056 -- -- --
Change in operating
assets and
liabilities:
Trade accounts
receivable.......... (507,969) (1,224,703) (866,107) (305,948) (761,097)
Other receivables.... 34,719 42,424 (20,047) (10,301) (13,361)
Prepaid expenses and
other assets........ (35,615) (60,264) (1,538) (102,267) (136,588)
Accrued payroll
costs............... 80,939 8,483 115,690 486,350 185,147
Accounts payable and
other accrued
liabilities......... 12,512 (5,712) 443,938 221,499 (36,948)
--------- ----------- ---------- ---------- ----------
Net cash provided by
operating
activities......... 683,419 700,625 2,565,229 902,794 73,897
--------- ----------- ---------- ---------- ----------
Cash flows from
investing activities:
Purchases of property
and equipment......... (339,681) (463,733) (345,878) (95,467) (131,128)
Cash paid for
acquisitions.......... -- (281,706) -- -- --
Proceeds from sale of
equipment............. 29,079 6,073 -- -- --
Additions to receivable
from stockholders..... -- -- (205,125) -- --
Additions to notes
receivable............ (127,078) -- -- -- --
Payment of notes
receivable............ 16,243 20,378 -- -- --
--------- ----------- ---------- ---------- ----------
Net cash used in
investing
activities......... (421,437) (718,988) (551,003) (95,467) (131,128)
--------- ----------- ---------- ---------- ----------
Cash flows from
financing activities:
Payments of long-term
debt.................. (197,764) (146,053) (146,054) (36,513) (36,078)
Proceeds from issuance
of long-term debt..... 438,161 -- -- -- --
Purchase of treasury
stock................. -- -- (139,459) -- --
Distributions to
stockholders.......... (428,000) (315,500) (304,988) (50,000) (204,114)
--------- ----------- ---------- ---------- ----------
Net cash used in
financing
activities......... (187,603) (461,553) (590,501) (86,513) (240,192)
--------- ----------- ---------- ---------- ----------
Net increase
(decrease) in cash
and cash
equivalents........ 74,379 (479,916) 1,423,725 720,814 (297,423)
Cash and cash
equivalents at
beginning of period.... 842,400 916,779 436,863 436,863 1,860,588
--------- ----------- ---------- ---------- ----------
Cash and cash
equivalents at end of
period................. $ 916,779 $ 436,863 $1,860,588 $1,157,677 $1,563,165
========= =========== ========== ========== ==========
Supplemental disclosure
of cash flow
information:
Cash paid for interest. $ 17,770 $ 25,780 $ 13,779 $ 4,448 $ 1,548
========= =========== ========== ========== ==========
Cash paid for income
taxes................. $ 28,016 $ 24,432 $ 17,417 $ -- $ --
========= =========== ========== ========== ==========

See accompanying notes to financial statements.

F-28

THE BURNETT COMPANIES CONSOLIDATED, INC.

NOTES TO FINANCIAL STATEMENTS

(1) BUSINESS OPERATIONS

The Burnett Companies Consolidated, Inc. (the Company) provides temporary
help and permanent placement services in Houston, El Paso and Austin, Texas.
In addition, the Company provides personal computer training services.

Most of the Company's customers are located in the state of Texas. A single
customer of the Company accounted for 11.0%, 9.0% and 8.0% of total revenue in
1995, 1996 and 1997, respectively.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Reporting Periods

The fiscal year ends on the last Saturday in December. Fiscal years 1995,
1996 and 1997 include the 52 weeks ended December 30, 1995, the 52 weeks ended
December 28, 1996 and the 52 weeks ended December 27, 1997, respectively.
Reporting quarters 1997 and 1998 began on Sunday, December 29, 1996 and
December 28, 1997 and ended March 31, 1997 and 1998, respectively.

Interim Financial Information

The interim financial statements as of March 31, 1998, and for the periods
ended March 31, 1997 and March 31, 1998, are unaudited, and certain
information and footnote disclosures, normally included in financial
statements prepared in accordance with generally accepted accounting
principles, have been omitted. In the opinion of management, all adjustments,
consisting only of normal recurring adjustments, necessary to fairly present
the financial position, results of operations and cash flows with respect to
the interim financial statements have been included. The results of operations
for the interim periods are not necessarily indicative of the results for the
entire fiscal year.

Use of Estimates

Revenue Recognition

Temporary service fees are recognized in operations at the time the services
are performed. Permanent placement fees are recognized at the time the person
is employed.

Gross Profit

Gross profit is determined by deducting the direct cost of services for
temporary staffing revenues (temporary and contract personnel payroll, payroll
taxes and insurance costs) from total service revenues. The primary costs
associated with permanent placement revenues are sales commissions, which
increase in proportion with service revenue from permanent placements.
Consistent with industry practice, these costs are included in selling,
general and administrative expenses.

Cash Equivalents

All highly liquid investments with original maturities of three months or
less are considered to be cash equivalents. Cash equivalents consist of a U.S.
Government securities cash management fund.

F-29

THE BURNETT COMPANIES CONSOLIDATED, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Allowance for Doubtful Accounts

The allowance for doubtful accounts is based on past experience and other
factors which, in management's judgment, deserve current recognition in
estimating possible bad debts. Such factors include growth and composition of
accounts receivable, the relationship of the allowance for doubtful accounts
to accounts receivable, and current economic conditions.

Property and Equipment

Property and equipment are stated at cost. Depreciation on property and
equipment is calculated using the straight-line method over the estimated
useful lives (range of three to five years) of the assets. Leasehold
improvements are amortized using the straight-line method over the shorter of
the lease term or estimated useful life of the asset.

Income Taxes

The Company has elected to be treated as an S corporation in accordance with
the provisions of the Internal Revenue Code of 1986. Under these provisions,
profits and losses are passed directly to the stockholders for inclusion in
their personal income tax returns.

(3) ACQUISITIONS

In April 1996, the Company purchased certain assets and rights of Mary Green
Employment Finder's, Inc. for cash of $250,706. In September 1996, the Company
purchased assets and certain rights of Primary Care Clinic of America for cash
of $31,000. The acquisitions were accounted for as purchases. The results of
operations of the acquired businesses are included in the financial statements
from the dates of acquisition.

(4) NOTE RECEIVABLE

The Company had a note receivable due from a customer in monthly
installments of $10,189, plus interest at 11.75%, through October 1996. The
note was secured by personal guarantees. During 1995, a provision for
uncollectible notes receivable of $100,000 was recognized. During 1996,
payments of $20,378 were received on the note receivable and the remaining
balance and allowance account were written off resulting in a recovery of
$9,543. Such write-off in 1996 did not materially affect the 1996 results of
operations.

(5) TEXAS FRANCHISE TAXES

The Texas corporate franchise tax includes a tax on income. The franchise
tax is based on the greater of .25% of net taxable capital or 4.5% of net
taxable earned surplus. Net taxable earned surplus is based on federal taxable
income after certain adjustments. During 1995, 1996 and 1997, the Company
incurred approximately $25,000, $19,000 and $99,000, respectively, of
franchise taxes based on earned surplus, which is included in selling, general
and administrative expenses in the statements of earnings.

F-30

THE BURNETT COMPANIES CONSOLIDATED, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(6) PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

DECEMBER 28, DECEMBER 27, MARCH 31,
1996 1997 1998
------------ ------------ -----------
(UNAUDITED)

Furniture, fixtures and equipment........ $ 737,604 $ 673,964 $ 746,992
Computer equipment....................... 1,298,575 1,288,273 1,338,996
Airplane................................. 108,041 115,735 115,735
Leasehold improvements................... 121,126 171,057 178,434
---------- ---------- ----------
2,265,346 2,249,029 2,380,157
Less accumulated depreciation and
amortization............................ 1,469,639 1,477,732 1,567,771
---------- ---------- ----------
$ 795,707 $ 771,297 $ 812,386
========== ========== ==========

(7) LONG-TERM DEBT

Long-term debt consists of the following:

DECEMBER 28, DECEMBER 27, MARCH 31,
1996 1997 1998
------------ ------------ ----------
(UNAUDITED)

Note payable to bank due in monthly
installments of $12,171, plus
interest at the lender's base rate
(8.5% at December 27, 1997) through
July 1998; secured by property and
equipment........................... $230,816 $84,762 $48,684
Less current installments............ 146,054 84,762 48,684
-------- ------- -------
Long-term debt, less current
installments...................... $ 84,762 $ -- $ --
======== ======= =======

(8) BANK LINE OF CREDIT

The Company has a $2,300,000 bank line of credit agreement which expires
June 30, 1998. Outstanding borrowings against the line of credit will bear
interest at either the lender's base rate or the LIBOR rate plus 2.25%, at the
option of the Company. The line of credit, with a borrowing base equal to 80%
of accounts receivable less than 90 days old, is secured by the Company's
accounts receivable and equipment. At December 27, 1997 and March 31, 1998
(unaudited), the total available line of credit amounts to $2,300,000 less two
letters of credit totaling $138,000, issued under the line of credit
agreement.

(9) RECEIVABLE FROM RELATED PARTY

The Company has a receivable from a related party of $205,125 which is
included in other assets at December 27, 1997 and March 31, 1998. Such
receivable is noninterest-bearing and has no fixed repayment terms. This asset
was distributed to stockholders on June 30, 1998 (unaudited).

(10) EMPLOYEE BENEFIT PLAN

The Company's profit sharing plan, which covers substantially all of its
salaried employees, provides for the Company to fund annually up to 15% of
"considered compensation" as defined by the trust agreement by

F-31

THE BURNETT COMPANIES CONSOLIDATED, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
means of a cash contribution; however, the Company may adjust the percentage
prior to the end of any trust year. Such contributions, if any, are made at
the discretion of the Company's Board of Directors.

The Company's profit sharing plan and trust (the Plan) provides for a 401(k)
plan which has received a favorable determination letter from the Internal
Revenue Service. Under the terms of the Plan, all salaried employees are
eligible to participate. Hourly and highly compensated employees, as defined
under the Plan, are ineligible to participate. During 1995, 1996 and 1997, the
Company provided the required 50% match, which amounted to $56,085, $100,355,
and $103,167, respectively, of employee contributions to the Plan. Effective
January 1, 1998, the Company's match was increased to 100% of an employee's
elective deferral, up to a maximum of 6% of the employee's compensation.

The Company also established a 401(k) plan for hourly employees during 1996.
Employees are eligible to participate after completing 1,000 hours of service.
No contributions are made to the plan by the Company. Effective January 1,
1998, the plan was amended to allow hourly employees to participate after
completing three months of service.

(11) LEASES

The Company leases its office space under operating leases, some of which
contain rent escalation provisions. Rental expense for 1995, 1996 and 1997 and
the three months ended March 31, 1997 and 1998 was $410,855, $442,001,
$491,921, $134,776 (unaudited) and $112,377 (unaudited), respectively. Future
minimum lease payments under noncancelable operating leases at December 27,
1997 are as follows:

YEAR ENDING DECEMBER,
---------------------

1998........................................................ $ 481,000
1999........................................................ 291,000
2000........................................................ 150,000
2001........................................................ 139,000
2002 and thereafter......................................... 72,000
----------
Total minimum lease payments.............................. $1,133,000
==========

(12) CONTINGENCIES

The Company is involved in various claims arising in the ordinary course of
business. In the opinion of management, the ultimate disposition of these
matters will not materially affect the Company's financial position, results
of operations or liquidity.

(13) FAIR VALUE OF FINANCIAL INSTRUMENTS

Methods and assumptions used to estimate the fair value of each class of
financial instruments are as follows:

(a) Cash and cash equivalents, trade accounts receivable, and payables--The
carrying amounts approximate fair value because of the short maturity
of these instruments.

(b) Long-term debt--The carrying amount approximates fair value because the
note has an adjustable interest rate which is updated quarterly based
on the lender's base rate.

(c) Receivable from related party--The fair value of such instruments could
not be obtained without incurring excessive costs due to the
uncertainty of the repayment date.

F-32

THE BURNETT COMPANIES CONSOLIDATED, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(14) SUBSEQUENT EVENT (UNAUDITED)

In July 1998, the Company and its shareholders signed a definitive agreement
with Work International Corporation (Work International), pursuant to which all
shares of the Company will be exchanged for cash and shares of Work
International's common stock concurrent with and as a condition of the
consummation of an initial public offering of the common stock of Work
International.

F-33

INDEPENDENT AUDITORS' REPORT

The Boards of Directors
Sparks Personnel Services, Inc.,
Sparks Associates, Inc., and
Customer Care Solutions, LLC:

We have audited the accompanying combined balance sheets of Sparks Personnel
Services, Inc., Sparks Associates, Inc. and Customer Care Solutions, LLC, as
of December 31, 1996 and 1997, and the related combined statements of
operations, shareholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1997. These combined financial statements
are the responsibility of the Companies' managements. Our responsibility is to
express an opinion on these combined financial statements based on our audits.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of Sparks Personnel
Services, Inc., Sparks Associates, Inc. and Customer Care Solutions, LLC as of
December 31, 1996 and 1997 and the results of their operations and their cash
flows for each of the years in the three-year period ended December 31, 1997,
in conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

Houston, Texas
March 24, 1998

F-34

SPARKS PERSONNEL SERVICES, INC., AND AFFILIATES

COMBINED BALANCE SHEETS

DECEMBER 31,
------------------------
MARCH 31,
1996 1997 1998
----------- ----------- -----------
(UNAUDITED)

ASSETS
Current assets:
Cash and cash equivalents............. $ 671,399 $ 1,003,672 $ 1,474,085
Trade accounts receivable, net of
allowance of $130,374, $76,415 and
$143,881, respectively............... 3,521,096 3,603,555 3,500,817
Available-for-sale securities at fair
value................................ 97,496 142,213 171,198
Prepaid expenses and other assets..... 33,173 63,691 76,943
----------- ----------- -----------
Total current assets................ 4,323,164 4,813,131 5,223,043
Property and equipment, net............. 298,352 340,619 325,612
----------- ----------- -----------
Total assets........................ $ 4,621,516 $ 5,153,750 $ 5,548,655
=========== =========== ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Line of credit........................ $ 200,000 $ -- $ --
Accounts payable...................... 92,899 54,626 20,904
Accrued payroll and related taxes..... 925,445 891,569 962,295
Other current liabilities............. 11,148 23,363 19,301
----------- ----------- -----------
Total current liabilities........... 1,229,492 969,558 1,002,500
----------- ----------- -----------
Other liabilities..................... 22,747 220,104 220,104
Shareholders' equity:
Sparks Personnel Services, Inc. common
stock, $1 par value; 1,000 shares au-
thorized, 46 shares issued and out-
standing............................. 46 46 46
Sparks Associates, Inc. common stock,
$1 par value; 1,000 shares autho-
rized, 90 shares issued and outstand-
ing.................................. 90 90 90
Customer Care Solutions, LLC members'
equity............................... 70,000 70,000 70,000
Additional paid-in capital............ 1,000 1,000 1,000
Treasury stock........................ (1,050,000) (1,050,000) (1,050,000)
Retained earnings..................... 4,291,731 4,845,079 5,178,057
Unrealized gains in value of avail-
able-for-sale securities............. 56,410 97,873 126,858
----------- ----------- -----------
Total shareholders' equity.......... 3,369,277 3,964,088 4,326,051
----------- ----------- -----------
Total liabilities and shareholders'
equity............................. $ 4,621,516 $ 5,153,750 $ 5,548,655
=========== =========== ===========

See accompanying notes to combined financial statements.

F-35

SPARKS PERSONNEL SERVICES, INC., AND AFFILIATES

COMBINED STATEMENTS OF OPERATIONS

THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, MARCH 31,
------------------------------------ ----------------------
1995 1996 1997 1997 1998
----------- ----------- ----------- ---------- ----------
(UNAUDITED)

Revenues:
Service fees.......... $15,719,219 $22,451,356 $26,812,361 $6,831,828 $7,019,807
Permanent placement
fees................. 57,738 192,958 311,562 63,710 147,753
----------- ----------- ----------- ---------- ----------
Revenues from
services........... 15,776,957 22,644,314 27,123,923 6,895,538 7,167,560
Cost of services...... 11,248,728 16,597,926 19,603,708 5,024,863 5,115,908
----------- ----------- ----------- ---------- ----------
Gross profit........ 4,528,229 6,046,388 7,520,215 1,870,675 2,051,652
Selling, general and
administrative ex-
pense................ 2,831,507 3,802,093 4,634,171 1,069,712 1,209,930
----------- ----------- ----------- ---------- ----------
Operating income.... 1,696,722 2,244,295 2,886,044 800,963 841,722
Other income (expense):
Interest expense...... -- (2,795) (13,460) (2,344) --
Other income
(expense)............ 43,442 54,448 57,719 (6,751) 2,273
----------- ----------- ----------- ---------- ----------
Net income.......... $ 1,740,164 $ 2,295,948 $ 2,930,303 $ 791,868 $ 843,995
=========== =========== =========== ========== ==========

See accompanying notes to combined financial statements.

F-36

SPARKS PERSONNEL SERVICES, INC., AND AFFILIATES

COMBINED STATEMENTS OF SHAREHOLDERS' EQUITY

UNREALIZED
SPARKS PERSONNEL SPARKS ASSOCIATES, GAINS IN
SERVICES, INC. INC. CUSTOMER CARE VALUE OF
COMMON STOCK COMMON STOCK SOLUTIONS, ADDITIONAL AVAILABLE-
------------------ --------------------- LLC MEMBERS' PAID-IN TREASURY RETAINED FOR-SALE
SHARE AMOUNT SHARES AMOUNT EQUITY CAPITAL STOCK EARNINGS SECURITIES
-------- -------- --------- --------- ------------- ---------- ------------ ---------- ----------

Balance,
December 31,
1994........... 46 $ 46 90 $ 90 $ $1,000 $(1,050,000) $2,455,619 $ 20,896
Net income...... -- -- -- -- -- -- -- 1,740,164 --
Shareholder
distributions -- -- -- -- -- -- -- (500,000) --
Unrealized gain
on investments. -- -- -- -- -- -- -- -- 43,033
-------- -------- --------- --------- ------- ------ ------------ ---------- --------
Balance,
December 31,
1995........... 46 46 90 90 -- 1,000 (1,050,000) 3,695,783 63,929
Shareholder
contributions.. -- -- -- -- 70,000 -- -- -- --
Net income...... -- -- -- -- -- -- -- 2,295,948 --
Shareholder
distributions.. -- -- -- -- -- -- -- (1,700,000) --
Unrealized loss
on investments. -- -- -- -- -- -- -- -- (7,519)
-------- -------- --------- --------- ------- ------ ------------ ---------- --------
Balance,
December 31,
1996........... 46 46 90 90 70,000 1,000 (1,050,000) 4,291,731 56,410
Net income...... -- -- -- -- -- -- -- 2,930,303 --
Shareholder
distributions.. -- -- -- -- -- -- -- (2,376,955) --
Unrealized gain
on investments. -- -- -- -- -- -- -- -- 41,463
-------- -------- --------- --------- ------- ------ ------------ ---------- --------
Balance,
December 31,
1997........... 46 $ 46 90 $ 90 $70,000 $1,000 $ (1,050,000) $4,845,079 $ 97,873
Net income
(unaudited).... -- -- -- -- -- -- -- 843,995 --
Shareholder
distributions
(unaudited..... -- -- -- -- -- -- -- (511,017) --
Unrealized gain
on investments
(unaudited).... -- -- -- -- -- -- -- -- 28,985
-------- -------- --------- --------- ------- ------ ------------ ---------- --------
Balance, March
31, 1998
(unaudited).... 46 $ 46 90 $ 90 $70,000 $1,000 $ (1,050,000) $5,178,057 $126,858
======== ======== ========= ========= ======= ====== ============ ========== ========

TOTAL
-----------

Balance,
December 31,
1994........... $1,427,651
Net income...... 1,740,164
Shareholder
distributions (500,000)
Unrealized gain
on investments. 43,033
-----------
Balance,
December 31,
1995........... 2,710,848
Shareholder
contributions.. 70,000
Net income...... 2,295,948
Shareholder
distributions.. (1,700,000)
Unrealized loss
on investments. (7,519)
-----------
Balance,
December 31,
1996........... 3,369,277
Net income...... 2,930,303
Shareholder
distributions.. (2,376,955)
Unrealized gain
on investments. 41,463
-----------
Balance,
December 31,
1997........... $3,964,088
Net income
(unaudited).... 843,995
Shareholder
distributions
(unaudited..... (511,017)
Unrealized gain
on investments
(unaudited).... 28,985
-----------
Balance, March
31, 1998
(unaudited).... $4,326,051
===========

See accompanying notes to combined financial statements.

F-37

SPARKS PERSONNEL SERVICES, INC., AND AFFILIATES

COMBINED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, MARCH 31,
---------------------------------- ----------------------
1995 1996 1997 1997 1998
---------- ---------- ---------- ---------- ----------
(UNAUDITED)

Cash flows from operat-
ing activities:
Net income........... $1,740,164 $2,295,948 $2,930,303 $ 791,868 $ 843,995
Adjustments to
reconcile net income
to net cash provided
by operating
activities:
Depreciation....... 57,000 79,126 122,780 21,172 28,345
Change in operating
assets and
liabilities:
Trade accounts
receivable....... (855,252) (1,269,505) (82,459) 475,990 102,738
Prepaid expenses
and other assets. (11,120) (842) (30,518) (15,990) (13,252)
Accounts payable
and accrued
liabilities...... (165,403) 599,139 (59,934) (167,743) 32,942
Other liabilities. -- 22,747 197,356 57,381 --
---------- ---------- ---------- ---------- ----------
Net cash provided
by operating
activities...... 765,389 1,726,613 3,077,528 1,162,678 994,768
---------- ---------- ---------- ---------- ----------
Cash flows from
investing activities:
Purchase of property
and equipment....... (76,984) (273,133) (194,408) (17,716) (13,338)
Disposal of property
and equipment....... 55,951 14,782 29,362 29,362 --
Purchase of
investments......... (2,933) (3,115) (3,254) -- --
---------- ---------- ---------- ---------- ----------
Net cash provided
by (used in)
investing
activities...... (23,966) (261,466) (168,300) 11,646 (13,338)
---------- ---------- ---------- ---------- ----------
Cash flows from
financing activities:
Proceeds on line of
credit.............. -- 200,000 -- -- --
Principal payments on
line of credit...... -- -- (200,000) (75,000) --
Shareholder
distributions....... (500,000) (1,700,000) (2,376,955) -- (511,017)
Customer Care
Solutions, LLC
members
contributions....... -- 70,000 -- -- --
---------- ---------- ---------- ---------- ----------
Net cash used in
financing
activities...... (500,000) (1,430,000) (2,576,955) (75,000) (511,017)
---------- ---------- ---------- ---------- ----------
Net increase in cash
and cash equivalents.. 241,423 35,147 332,273 1,099,324 470,413
Cash and cash
equivalents at
beginning of period... 394,829 636,252 671,399 671,399 1,003,672
---------- ---------- ---------- ---------- ----------
Cash and cash
equivalents at end of
period................ $ 636,252 $ 671,399 $1,003,672 $1,770,723 $1,474,085
========== ========== ========== ========== ==========
Supplemental disclosure
of cash flow
information--cash paid
during the period for
interest.............. $ -- $ 1,075 $ 10,065 -- $ 1,380
========== ========== ========== ========== ==========

See accompanying notes to combined financial statements.

F-38

SPARKS PERSONNEL SERVICES, INC., AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS

(1) BUSINESS AND ORGANIZATION

Nature of Operations

Sparks Personnel Services, Inc., Sparks Associates, Inc. and Customer Care
Solutions, LLC (collectively "the Company") were incorporated in the state of
Maryland in 1970, 1972 and 1996, respectively. The Company is under common
control. As common control exists among the entities, combined financial
statements are presented. The Company specializes in the temporary and
permanent placement of personnel to businesses, professional service
organizations, health care facilities and government agencies located
primarily in Maryland, Virginia and Washington, DC.

The accompanying combined financial statements include the accounts of
Sparks Personnel Services, Inc., Sparks Associates, Inc. and Customer Care
Solutions, LLC. All significant intercompany accounts and transactions have
been eliminated in order to present the combined financial statements of the
Company.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

The interim financial statements as of March 31, 1998, and for the three
months ended March 31, 1997 and 1998, are unaudited, and certain information
and footnote disclosures, normally included in financial statements prepared
in accordance with generally accepted accounting principles, have been
omitted. In the opinion of management, all adjustments, consisting only of
normal recurring adjustments, necessary to fairly present the financial
position, results of operations and cash flows with respect to the interim
financial statements have been included. The results of operations for the
interim periods are not necessarily indicative of the results for the entire
fiscal year.

Use of Estimates

The preparation of combined financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the combined financial
statements and accompanying notes. Actual results could differ from those
estimates.

Cash and Cash Equivalents

Cash and cash equivalents include bank deposits and short-term investments
with original maturities of three months or less when purchased.

Trade Accounts Receivable--Credit Risk

The Company provides, if necessary, allowances which management believes are
adequate to absorb losses to be incurred in realizing the amounts recorded in
the accompanying combined financial statements. The Company periodically
evaluates the creditworthiness of its customers' financial condition to
determine credit to be extended and to determine the adequacy of the allowance
for bad debts. Historically, bad debts have not been significant.

The Company's ability to collect amounts due from customers could be
affected by economic fluctuations in its markets or industries.

F-39

SPARKS PERSONNEL SERVICES, INC., AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

Property and Equipment

The cost of property and equipment is depreciated over the estimated useful
lives of the related assets using an accelerated method. The estimated useful
lives of property and equipment for purposes of computing depreciation range
from three to seven years.

Investment Securities

Investment securities, classified as available-for-sale, consist principally
of marketable equity securities. Such securities are recorded at fair value;
and unrealized holding gains and losses are excluded from operations and are
reported as a separate component of shareholders' equity until realized.
Realized gains and losses, which were insignificant for the periods presented,
are determined on a specific identification basis. Dividend income is
recognized when earned.

Income Taxes

For federal and state income tax reporting purposes, the Company has elected
to be taxed as an S corporation and a limited liability company under the
Internal Revenue Code and, accordingly, all tax attributes of the Company pass
through to its shareholders, except for income earned in the District of
Columbia. Therefore, no provision for federal or state income taxes is
reflected in the accompanying financial statements. The District of Columbia
does not recognize the S corporation filing status. Accordingly, a provision
for income taxes payable to the District of Columbia for income earned in the
District is included in operating costs and expenses in the statements of
operations. Such amounts, including deferred tax effects, were insignificant
for all the periods presented.

Revenue and Cost Recognition

The Company's revenues consist primarily of service fees paid by its clients
under client service agreements. In consideration for payment of such service
fees, the Company agrees to pay the following direct costs associated with the
worksite employees: (a) salaries and wages, (b) employment related taxes and
(c) workers'e compensation insurance premiums. The Company accounts for
service fees and the related direct payroll costs using the accrual method of
accounting. Under the accrual method, service fees relating to worksite
employees with earned but unpaid wages at the end of each period are
recognized as unbilled revenues and the related direct payroll costs for such
wages are accrued as a liability during the period in which wages are earned
by the worksite employees. Subsequent to the end of each period, such wages
are paid and the related service fees are billed.

Permanent placement fees are recognized when the employment offer and
acceptance has occurred and the candidate's start date has been established.
Revenues from permanent placements are reported in the statements of
operations net of estimated adjustments due to placed candidates that
terminate employment within the Company's guarantee period (generally 30-90
days). The net adjustment in each of the periods presented is immaterial.

F-40

SPARKS PERSONNEL SERVICES, INC., AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

Gross Profit

Gross profit is determined by deducting the direct cost of services for
temporary staffing revenues (temporary and contract personnel payroll, payroll
taxes and insurance costs) from total service revenues. The primary costs
associated with permanent placement revenues are sales commissions, which
increase in proportion with service revenue from permanent placements.
Consistent with industry practice, these costs are included in selling,
general and administrative expenses.

Fair Value of Financial Instruments

The carrying values of cash and cash equivalents, trade accounts receivable,
line of credit and accounts payable approximate their fair values due to the
short-term maturities of these instruments. Available-for-sale securities are
carried at fair value.

Newly Adopted Accounting Standards

In June 1997, Statement of Financial Accounting Standards No. 130, Reporting
Comprehensive Income was issued. This statement establishes standards for
reporting and displaying comprehensive income and its components in a
financial statement that is displayed with the same prominence as other
financial statements. Reclassification of the financial statements for earlier
periods, provided for comparative purposes, is required. The statement also
requires the accumulated balance of other comprehensive income to be displayed
separately in the equity section of the balance sheet. This statement is
effective for fiscal years beginning after December 15, 1997. Total
comprehensive income for the periods ended March 31, 1997 and 1998 was
$836,411 and $872,980, respectively (unaudited).

(3) PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

DECEMBER 31,
-----------------
MARCH 31,
1996 1997 1998
-------- -------- -----------
(UNAUDITED)

Furniture and fixtures......................... $219,663 $278,404 $283,775
Computer equipment............................. 342,301 454,301 462,268
Leasehold improvements......................... 2,463 5,592 5,592
Automobiles.................................... 127,426 104,525 104,525
-------- -------- --------
691,853 842,822 856,160
Less--accumulated depreciation................. 393,501 502,203 530,548
-------- -------- --------
$298,352 $340,619 $325,612
======== ======== ========

(4)LINES OF CREDIT

Sparks Personnel Services, Inc. maintained a revolving line of credit of
$250,000. Borrowings made under this arrangement bore interest at prime. The
line was secured by the business assets of Sparks Personnel Services, Inc. and
the personal property of its shareholder. The line expired in 1997.

Customer Care Solutions, LLC, maintained a revolving line of credit of
$400,000 in 1996 and 1997. Borrowings made under this arrangement bear
interest at prime (8.5% at December 31, 1997). The line is secured by the
business assets of Customer Care Solutions, LLC and the personal property of
its shareholders. The amounts outstanding at December 31, 1996 and 1997 were
$200,000 and $-0-, respectively.

F-41

SPARKS PERSONNEL SERVICES, INC., AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
(5) LEASES

The Company leases office space under noncancelable lease agreements
accounted for as operating leases. Rental expense for operating leases (except
those with lease terms of a month or less that were not renewed) for 1995, 1996
and 1997 were approximately $187,489, $238,163 and $309,869, respectively.

Future minimum lease payments under noncancelable operating leases as of
December 31, 1997 are:

YEAR ENDING DECEMBER 31,
------------------------

1998.......................................................... $ 331,028
1999.......................................................... 325,932
2000.......................................................... 208,866
2001.......................................................... 193,967
2002.......................................................... 136,891
Later years, through 2004..................................... 157,032
----------
Total minimum lease payments.................................. $1,353,716
==========

(6) SUBSEQUENT EVENT (UNAUDITED)

F-42

INDEPENDENT AUDITORS' REPORT

The Boards of Directors
Smith Hanley Associates, Inc. and
Smith Hanley Consulting Group, Inc.:

We have audited the accompanying combined balance sheets of Smith Hanley
Associates, Inc. and Smith Hanley Consulting Group, Inc. as of December 31,
1996 and 1997 and the related combined statements of operations, shareholders'
equity and cash flows for each of the years in the three-year period ended
December 31, 1997. These combined financial statements are the responsibility
of the Companies' managements. Our responsibility is to express an opinion on
these combined financial statements based on our audits.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of Smith
Hanley Associates Inc. and Smith Hanley Consulting Group, Inc. as of December
31, 1996 and 1997, and the results of their operations and their cash flows
for each of the years in the three-year period ended December 31, 1997, in
conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

Houston, Texas
April 3, 1998

F-43

SMITH HANLEY ASSOCIATES, INC.

COMBINED BALANCE SHEETS

DECEMBER 31,
--------------------- MARCH 31,
ASSETS 1996 1997 1998
------ ---- ---------- -----------
(UNAUDITED)

Current assets:
Cash and cash equivalents.................. $ 950,608 $ 504,074 $ 330,548
Trade accounts receivable.................. 1,253,655 2,413,577 2,950,050
Due from officers and employees............ 103,229 263,929 358,290
Other receivables.......................... 37,126 43,356 56,239
---------- ---------- ----------
Total current assets..................... 2,344,618 3,224,936 3,695,127
Property and equipment, net.................. 176,340 216,688 209,721
Security deposits............................ 141,905 236,687 224,740
---------- ---------- ----------
Total assets............................. $2,662,863 $3,678,311 $4,129,588
========== ========== ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------

Current liabilities:
Accounts payable and accrued expenses...... $1,829,815 $2,204,640 $2,256,492
Note payable............................... 155,556 -- --
Due to officers............................ 20,000 90,000 90,000
---------- ---------- ----------
Total current liabilities................ 2,005,371 2,294,640 2,346,492
---------- ---------- ----------
Commitments and contingencies
Total liabilities........................
Shareholders' equity:
Common stock $.10 par value; 11,000 shares
issued and outstanding.................... 1,100 1,100 1,100
Additional paid-in capital................. 530,000 564,812 564,812
Retained earnings.......................... 126,392 817,759 1,217,184
---------- ---------- ----------
Total shareholders' equity............... 657,492 1,383,671 1,783,096
---------- ---------- ----------
Total liabilities and shareholders'
equity.................................. $2,662,863 $3,678,311 $4,129,588
========== ========== ==========

See accompanying notes to combined financial statements.

F-44

SMITH HANLEY ASSOCIATES, INC.

COMBINED STATEMENTS OF OPERATIONS

THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, MARCH 31,
---------------------------------- ---------------------
1995 1996 1997 1997 1998
---------- ---------- ----------- ---------- ----------
(UNAUDITED)

Revenue from services:
Permanent placement... $6,345,284 $8,556,918 $10,240,850 $2,743,787 $2,188,573
Temporary services.... 969,276 3,385,977 6,080,966 1,297,805 1,855,605
---------- ---------- ----------- ---------- ----------
Revenues from
services........... 7,314,560 11,942,895 16,321,816 4,041,592 4,044,178
Cost of services........ 716,651 2,545,592 4,551,252 981,852 1,357,661
---------- ---------- ----------- ---------- ----------
Gross profit........ 6,597,909 9,397,303 11,770,564 3,059,740 2,686,517
Selling, general and
administrative
expenses............... 6,327,299 9,091,653 11,047,214 2,418,442 2,260,901
---------- ---------- ----------- ---------- ----------
Operating income.... 270,610 305,650 723,350 641,298 425,616
Interest income
(expense), net......... (9,766) 2,444 13,424 258 5,806
---------- ---------- ----------- ---------- ----------
Income before income
taxes.............. 260,844 308,094 736,774 641,556 431,422
Income tax expense...... 24,659 45,027 15,681 12,794 31,997
---------- ---------- ----------- ---------- ----------
Net income.......... $ 236,185 $ 263,067 $ 721,093 $ 628,762 $ 399,425
========== ========== =========== ========== ==========

See accompanying notes to combined financial statements.

F-45

SMITH HANLEY ASSOCIATES, INC.

COMBINED STATEMENTS OF SHAREHOLDERS' EQUITY

COMMON STOCK ADDITIONAL
------------- PAID-IN RETAINED
SHARES AMOUNT CAPITAL EARNINGS TOTAL
------ ------ ---------- ---------- ----------

Balance at January 1, 1995.... 11,000 $1,100 $ -- $ (33,241) $ (32,141)
Net income.................... -- -- -- 236,185 236,185
Capital contribution.......... -- -- 200,000 -- 200,000
Distributions................. -- -- -- (32,689) (32,689)
------ ------ -------- ---------- ----------
Balance at December 31, 1995.. 11,000 1,100 200,000 170,255 371,355
Net income.................... -- -- -- 263,067 263,067
Capital contributions......... -- -- 330,000 -- 330,000
Distributions................. -- -- -- (306,930) (306,930)
------ ------ -------- ---------- ----------
Balance at December 31, 1996.. 11,000 1,100 530,000 126,392 657,492
Net income.................... -- -- -- 721,093 721,093
Capital contributions......... -- -- 34,812 -- 34,812
Distributions................. -- -- -- (29,726) (29,726)
------ ------ -------- ---------- ----------
Balance at December 31, 1997.. 11,000 1,100 564,812 817,759 1,383,671
Net income (unaudited)........ -- -- -- 399,425 399,425
------ ------ -------- ---------- ----------
Balance at March 31, 1998
(unaudited).................. 11,000 $1,100 $564,812 $1,217,184 $1,783,096
====== ====== ======== ========== ==========

See accompanying notes to combined financial statements.

F-46

SMITH HANLEY ASSOCIATES, INC.

COMBINED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, MARCH 31,
---------------------------------- ----------------------
1995 1996 1997 1997 1998
--------- ---------- ----------- ----------- ---------
(UNAUDITED)

Cash flows from
operating activities:
Net income............ $ 236,185 $ 263,067 $ 721,093 $ 628,762 $ 399,425
Adjustments to
reconcile net income
to net cash (used in)
provided by operating
activities:
Depreciation......... 20,707 34,426 49,906 11,557 13,186
Change in assets and
liabilities:
Trade accounts
receivable......... (416,782) (566,511) (1,159,922) (1,098,159) (536,473)
Other receivables... (5,384) (31,742) (6,230) (62,664) (12,883)
Other noncurrent
assets............. (72,004) (708) (94,782) (11,898) 11,947
Accounts payable and
accrued expenses... 40,924 1,041,502 374,825 146,340 51,852
--------- ---------- ----------- ----------- ---------
Net cash (used in)
provided by
operating
activities........ (196,354) 740,034 (115,110) (386,062) (72,946)
--------- ---------- ----------- ----------- ---------
Cash flows from
investing activities:
Due from officers and
employees............ -- (103,229) (160,700) (46,446) (94,361)
Purchase of property
and equipment........ (58,684) (111,444) (90,254) (36,031) (6,219)
--------- ---------- ----------- ----------- ---------
Net cash used in
investing
activities........ (58,684) (214,673) (250,954) (82,477) (100,580)
--------- ---------- ----------- ----------- ---------
Cash flows from
financing activities:
Capital contributions. 200,100 330,000 34,812 -- --
Distributions......... (32,689) (306,930) (29,726) -- --
Proceeds from issuance
of notes payable..... -- 155,556 -- -- --
Repayment of notes
payable.............. -- -- (155,556) (16,667) --
Due to officers....... 113,900 (105,335) 70,000 -- --
--------- ---------- ----------- ----------- ---------
Net cash (used in)
provided by
financing
activities........ 281,311 73,291 (80,470) (16,667) --
--------- ---------- ----------- ----------- ---------
Net (decrease)
increase in cash
and cash
equivalents....... 26,273 598,652 (446,534) (485,206) (173,526)
Cash and cash
equivalents at
beginning of period... 325,683 351,956 950,608 950,608 504,074
--------- ---------- ----------- ----------- ---------
Cash and cash
equivalents at end of
period................ $ 351,956 $ 950,608 $ 504,074 $ 465,402 $ 330,548
========= ========== =========== =========== =========
Supplemental disclosure
of cash flow
information:
Cash paid for
interest............. $ 24,375 $ 20,504 $ 3,058 $ 3,715 $ 1,148
========= ========== =========== =========== =========
Cash paid for taxes... $ 24,659 $ 45,027 $ 15,681 $ -- $ --
========= ========== =========== =========== =========

See accompanying notes to combined financial statements.

F-47

SMITH HANLEY ASSOCIATES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

(1) ORGANIZATION

Smith Hanley Associates, Inc. (SHA), was incorporated in 1980 in the state
of New York. SHA provides placement of permanent personnel primarily to
business and professional service organizations. SHA is headquartered in New
York and has branch offices in Chicago, Illinois, Southport, Connecticut and
Athens, Georgia. SHA elected to be treated as an S corporation on April 1,
1983. Prior to April 1, 1983, SHA was a partnership.

The accompanying combined financial statements include the accounts of SHA
and an affiliate company, under common control, Smith Hanley Consulting Group,
Inc. (Consulting, and together with SHA, the Company). Consulting provides
temporary subcontracted personnel to business and professional service
organizations. Consulting commenced operations on January 1, 1995 as an S
Corporation. As common control exists among the entities, combined financial
statements are presented. All significant intercompany accounts and
transactions have been eliminated in combination.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

Use of Estimates

Cash and Cash Equivalents

Cash and cash equivalents of $950,608 and $504,074 at December 31, 1996 and
1997, respectively, include bank deposits and short-term investments with
original maturities of three months or less.

Trade Accounts Receivable--Credit Risk

The Company provides, if necessary, allowances which management believes are
adequate to absorb losses to be incurred in realizing the amounts recorded in
the accompanying financial statements. The Company periodically evaluates the
creditworthiness of its customers' financial condition to determine credit to
be extended and to determine the adequacy of the allowance for bad debts.
Historically, bad debts have not been significant.

The Company's ability to collect amounts due from customers could be
affected by economic fluctuations in its markets.

F-48

SMITH HANLEY ASSOCIATES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

Property and Equipment

Property and equipment is recorded at cost. Maintenance and repairs are
charged to expense as incurred; renewals and betterments are capitalized. The
cost of property is being depreciated over the estimated useful lives of the
related assets using the straight-line method. The useful lives of the
property and equipment for purposes of computing depreciation range from five
to seven years.

Income Taxes

The Company has elected to be treated as an S corporation for federal and
certain state income tax purposes. As an S corporation (and a partnership
prior to S corporation election), the earnings of the Company are reported by
the individual shareholders and the Company is not responsible for federal or
certain state income taxes. Accordingly, no provision for income taxes is
included in the accompanying financial statements with respect to these
jurisdictions. The Company has provided for state and local income taxes for
those taxing jurisdictions which do not recognize the S corporation status.
The effect of deferred income taxes in such jurisdictions is insignificant.

Revenue and Cost Recognition

The Company's revenues include service fees paid by clients under client
service agreements. In consideration for payment of such services fees, the
Company agrees to pay the following direct costs associated with worksite
employees: (a) salaries and wages, (b) employment related taxes and (c)
workers compensation insurance premiums. The Company accounts for service fees
and the related direct payroll costs using the accrual basis of accounting.
Under the accrual method, service fees relating to worksite employees with
earned but unpaid wages at the end of each period are recognized as unbilled
revenues and the related direct payroll costs for such wages are accrued as a
liability during the period in which wages are earned by the worksite
employees. Subsequent to the end of each period, such wages are paid and the
related service fees are billed.

Permanent placement fees are recognized as revenue when the candidates have
commenced employment. Revenues from permanent placements are reported in the
statements of operations net of estimated adjustments due to placed candidates
that terminate employment within the Company's guarantee period (generally 90
days). The net adjustment in each of the periods presented is immaterial.

Gross Profit

Gross profit is determined by deducting the direct cost of services for
temporary staffing revenues (temporary and contract personnel payroll, payroll
taxes and insurance costs) from total service revenues. The primary costs
associated with permanent placement revenues are sales commissions, which
increase in proportion with service revenue from permanent placements.
Consistent with industry practice, these costs are included in selling,
general and administrative expenses.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, receivables, and accounts
payable approximate their fair values due to the short-term maturities of
these instruments.

Fair values of the amounts due from/to officers could not be obtained
without incurring excessive costs due to the related party nature of such
instruments.

The carrying amount of borrowings pursuant to the Company's note payable
approximates fair value because the rate on such note was based on current
market rates.

F-49

SMITH HANLEY ASSOCIATES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

(3) PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

DECEMBER 31,
----------------- MARCH 31,
1996 1997 1998
-------- -------- -----------
(UNAUDITED)

Furniture and fixtures............................ $102,514 $111,206 $111,206
Office equipment.................................. 189,875 271,437 277,656
-------- -------- --------
292,389 382,643 388,862
Less: accumulated depreciation.................... 116,049 165,955 179,141
-------- -------- --------
$176,340 $216,688 $209,721
======== ======== ========

(4) NOTE PAYABLE

At December 31, 1996, the Company had outstanding a note payable in the
amount of $155,556 due in monthly installments of $5,556 through March 31,
1999. The note bore interest at prime plus 1.50% (9.75% at December 31, 1996).
The note was collateralized by all personal property and fixtures and
interest, dividends or other distributions paid (as defined) of the Company.
The note was repaid on September 15, 1997.

Additionally, at December 31, 1996, the Company had a line-of-credit
available of $400,000 which bore interest at prime plus 1%. No amounts were
utilized by the Company under the line of credit facility and it was canceled
on September 30, 1997.

(5) LEASES

The Company leases office space under noncancelable lease agreements
accounted for as operating leases. Rental expense for operating leases for the
years ended December 31, 1995, 1996 and 1997 were approximately $251,991,
$223,165 and $400,000, respectively.

Future minimum lease payments under noncancelable operating leases as of
December 31, 1997 are as follows:

YEAR ENDING DECEMBER 31,
------------------------

1998........................................................ $ 613,922
1999........................................................ 632,841
2000........................................................ 612,185
2001........................................................ 550,920
2002........................................................ 550,920
thereafter.................................................. 1,434,165
----------
Total minimum lease payments.............................. $4,394,953
==========

(6) RELATED-PARTY TRANSACTIONS

At December 31, 1996 and 1997 advances from officers and employees were
$103,229 and $263,929, respectively. These advances are non-interest-bearing
and due on-demand.

At December 31, 1996 and 1997 amounts due to officers were $20,000 and
$90,000, respectively. These amounts are non-interest-bearing and due on
demand.

F-50

SMITH HANLEY ASSOCIATES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

At December 31, 1997, an officer of the Company personally guaranteed an
advance due from an employee totaling approximately $90,000.

(7) SUBSEQUENT EVENT (UNAUDITED)

In July 1998, the Company and its shareholders signed a definitive agreement
with Work International Corporation (Work International), pursuant to which
all shares of the Company will be exchanged for cash and shares of Work
International's common stock concurrent with and as a condition of the
consummation of an initial public offering of the common stock of Work
International.

F-51

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Professional Consulting Network, Inc.:

We have audited the accompanying balance sheets of Professional Consulting
Network, Inc. as of December 31, 1996 and 1997, and the related statements of
operations, shareholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Professional Consulting
Network, Inc. as of December 31, 1996 and 1997 and the results of its
operations and its cash flows for each of the years in the three-year period
ended December 31, 1997 in conformity with generally accepted accounting
principles.

KPMG Peat Marwick LLP

Houston, Texas
April 24, 1998

F-52

PROFESSIONAL CONSULTING NETWORK, INC.

BALANCE SHEETS

DECEMBER 31,
--------------------- MARCH 31,
ASSETS 1996 1997 1998
------ ---------- ---------- -----------
(UNAUDITED)

Current assets:
Cash and cash equivalents.................. $ 40,484 $ 12,395 $ 664,538
Trade accounts receivable, net of allowance
of $-0-, $4,300 and $4,300................ 2,444,497 3,176,870 2,293,330
Employee loans receivable.................. 17,301 9,900 38,001
Prepaid expenses and other assets.......... 41,033 11,977 51,977
---------- ---------- ----------
Total current assets..................... 2,543,315 3,211,142 3,047,846
Property and equipment, net................ 115,837 128,141 158,641
Other assets............................... 131,736 169,489 169,335
---------- ---------- ----------
Total assets............................. $2,790,888 $3,508,772 $3,375,822
========== ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities:
Line of credit............................. $ 350,000 $ 427,000 $ --
Loans due to shareholders.................. 250,000 -- --
Current portion of capital lease obliga-
tion...................................... 13,168 14,457 14,457
Accounts payable........................... 30,617 46,223 7,117
Contractors payable........................ 208,091 481,362 575,724
Accrued payroll and related taxes.......... 469,003 494,359 451,329
Accrued expenses........................... 40,517 53,875 43,672
Customer deposits and other................ 53,240 32,000 32,000
---------- ---------- ----------
Total current liabilities................ 1,414,636 1,549,276 1,124,299
---------- ---------- ----------
Long-term portion of capital lease obliga-
tion...................................... 28,930 14,473 10,983
---------- ---------- ----------
Total liabilities........................ 1,443,566 1,563,749 1,135,282
Shareholders' equity:
Common stock, no par value; 1,000,000
shares authorized, 200,000 shares issued
and outstanding........................... 77,079 77,079 77,079
Retained earnings.......................... 1,270,243 1,867,944 2,163,461
---------- ---------- ----------
Total shareholders' equity............... 1,347,322 1,945,023 2,240,540
---------- ---------- ----------
Total liabilities and shareholders'
equity.................................. $2,790,888 $3,508,772 $3,375,822
========== ========== ==========

See accompanying notes to financial statements.

F-53

PROFESSIONAL CONSULTING NETWORK, INC.

STATEMENTS OF OPERATIONS

THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, MARCH 31,
-------------------------------- ----------------------
1995 1996 1997 1997 1998
---------- ---------- ---------- ---------- ----------
(UNAUDITED)

Revenues:
Service fees.......... $8,670,225 $8,739,132 $9,404,500 $2,162,130 $2,878,198
Permanent placement
fees................. 565,763 1,162,833 1,881,754 439,770 513,350
---------- ---------- ---------- ---------- ----------
Revenues from
services........... 9,235,988 9,901,965 11,286,254 2,601,900 3,391,548
Cost of services........ 6,905,344 6,870,834 7,384,793 1,717,270 2,281,044
---------- ---------- ---------- ---------- ----------
Gross profit........ 2,330,644 3,031,131 3,901,461 884,630 1,110,504
Selling, general and
administrative
expenses............... 2,077,924 2,591,350 3,002,821 833,174 733,236
---------- ---------- ---------- ---------- ----------
Operating income.... 252,720 439,781 898,640 51,456 377,268
Interest expense........ 1,317 5,261 5,654 2,381 1,202
Other income/(expense).. 1,304 18,846 4,715 (1,731) 4,604
---------- ---------- ---------- ---------- ----------
Net income.......... $ 252,707 $ 453,366 $ 897,701 $ 47,344 $ 380,670
========== ========== ========== ========== ==========

See accompanying notes to financial statements.

F-54

PROFESSIONAL CONSULTING NETWORK, INC.

STATEMENTS OF SHAREHOLDERS' EQUITY

COMMON STOCK
--------------- RETAINED
SHARES AMOUNT EARNINGS TOTAL
------- ------- ---------- ----------

Balance, December 31, 1994............. 200,000 $77,079 $ 618,170 $ 695,249
Net income............................. -- -- 252,707 252,707
------- ------- ---------- ----------
Balance, December 31, 1995............. 200,000 77,079 870,877 947,956
Distributions to shareholders.......... -- -- (54,000) (54,000)
Net income............................. -- -- 453,366 453,366
------- ------- ---------- ----------
Balance, December 31, 1996............. 200,000 77,079 1,270,243 1,347,322
Distributions to shareholders.......... -- -- (300,000) (300,000)
Net income............................. -- -- 897,701 897,701
------- ------- ---------- ----------
Balance, December 31, 1997............. 200,000 77,079 1,867,944 1,945,023
Distributions to shareholders
(unaudited)........................... -- -- (85,153) (85,153)
Net income (unaudited)................. -- -- 380,670 380,670
------- ------- ---------- ----------
Balance, March 31, 1998 (unaudited).... 200,000 $77,079 $2,163,461 $2,240,540
======= ======= ========== ==========

See accompanying notes to financial statements.

F-55

PROFESSIONAL CONSULTING NETWORK, INC.

STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, MARCH 31,
------------------------------- ----------------------
1995 1996 1997 1997 1998
--------- --------- --------- ---------- ----------
(UNAUDITED)

Cash flows from
operating activities:
Net income............. $ 252,707 $ 453,366 $ 897,701 $ 47,344 $ 380,670
Adjustments to
reconcile net income
to net cash provided
by operating
activities:
Depreciation.......... 14,332 27,326 35,076 3,750 9,660
Change in operating
assets and
liabilities:
Trade accounts
receivable.......... (91,755) (716,693) (732,373) 1,004,662 883,540
Prepaid expenses and
other assets........ 15,136 (28,780) 29,056 23,657 (40,000)
Other assets......... 83,891 (15,973) (37,753) (501) 154
Accounts payable..... (210,550) 210,884 288,877 5,768 55,256
Accrued payroll and
related taxes....... 39,280 200,837 25,356 (16,963) (43,030)
Other current
liabilities......... 23,139 493 (7,882) (81,934) (10,203)
--------- --------- --------- ---------- ----------
Net cash provided by
operating
activities......... 126,180 131,460 498,058 985,783 1,236,047
--------- --------- --------- ---------- ----------
Cash flows from
investing activities:
Purchase of property
and equipment......... (23,045) (35,912) (47,380) (21,477) (40,160)
Repayment of advance to
shareholder........... 128,000 -- -- -- --
Employee loans, net.... (63,116) 45,815 7,401 8,051 (28,101)
--------- --------- --------- ---------- ----------
Net cash provided by
(used in) investing
activities......... 41,839 9,903 (39,979) (13,426) (68,261)
--------- --------- --------- ---------- ----------
Cash flows from
financing activities:
Distributions to
shareholders.......... -- (54,000) (300,000) -- (85,153)
Net proceeds (payments)
on line of credit..... (183,000) 40,000 77,000 (350,000) (427,000)
Proceeds on loans from
shareholders.......... 250,000 250,000 -- -- --
Repayment of loans from
shareholders.......... (256,000) (250,000) (250,000) (250,000) --
Principal payments on
long-term debt........ (100,000) (83,333) -- -- --
Principal payments on
capital lease
obligations........... (5,590) (11,990) (13,168) -- (3,490)
--------- --------- --------- ---------- ----------
Net cash used in
financing
activities......... (294,590) (109,323) (486,168) (600,000) (515,643)
--------- --------- --------- ---------- ----------
Net increase (decrease)
in cash and cash
equivalents............ (126,571) 32,040 (28,089) 372,357 652,143
Cash and cash
equivalents at
beginning of period.... 135,015 8,444 40,484 40,484 12,395
--------- --------- --------- ---------- ----------
Cash and cash
equivalents at end of
period................. $ 8,444 $ 40,484 $ 12,395 $ 412,841 $ 664,538
========= ========= ========= ========== ==========
Supplemental disclosure
of cash flow
information--
Cash paid for interest. $ 6,170 $ 5,261 $ 5,654 $ 2,381 $ 1,202
========= ========= ========= ========== ==========

See accompanying notes to financial statements.

F-56

PROFESSIONAL CONSULTING NETWORK, INC.

NOTES TO FINANCIAL STATEMENTS

(1) BUSINESS AND ORGANIZATION

Nature of Operations

Professional Consulting Network, Inc. (the Company), incorporated in the
state of California in 1988, provides temporary and permanent information
technology personnel to business and other organizations located primarily in
Northern California and the Greater Bay Area. The Company also provides
consulting and payrolling services.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

Use of Estimates

Cash and Cash Equivalents

Cash and cash equivalents include bank deposits and short-term investments
with original maturities of three months or less when purchased.

Trade Accounts Receivable--Credit Risk

The Company provides, if necessary, allowances which management believes are
adequate to absorb losses to be incurred in realizing the amounts recorded in
the accompanying financial statements.

The Company's ability to collect amounts due from customers could be
affected by economic fluctuations in its markets.

Property and Equipment

The cost of property and equipment is depreciated over the estimated useful
lives of the related assets using the straight-line method. The estimated
useful lives of property and equipment for purposes of computing depreciation
range from three to seven years.

F-57

PROFESSIONAL CONSULTING NETWORK, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Income Taxes

The stockholders have elected to treat the Company as an S corporation under
the Internal Revenue Code, whereby the liability for federal taxes on income
is that of the stockholders, and not of the Company. Accordingly, no provision
for federal income tax is included in the accompanying financial statements.
The Company is subject to California franchise taxes, the effect of which is
insignificant.

Revenue and Cost Recognition

Revenues from services consist primarily of service fees paid by its clients
under client service agreements. The Company accounts for service fees and the
related direct costs using the accrual method of accounting. Under the accrual
method, service fees relating to worksite employees with earned but unpaid
wages at the end of each period are recognized as unbilled revenues and the
related direct payroll costs for such wages are accrued as a liability during
the period in which wages are earned by the worksite employees. Subsequent to
the end of each period, such wages are paid and the related service fees are
billed.

Permanent placement fees are recognized when the employment offer and
acceptance has occurred and the candidate's start date has been established.
Revenues from permanent placements are reported in the statements of
operations net of estimated adjustments due to placed candidates that
terminate employment within the Company's guarantee period (generally 30-90
days). The net adjustment in each of the periods presented is immaterial.

Gross Profit

Gross profit is determined by deducting the direct cost of services for
temporary staffing revenues (temporary and contract personnel payroll, payroll
taxes and insurance costs) from total service revenues. The primary costs
associated with permanent placement revenues are sales commissions, which
increase in proportion with service revenue from permanent placements.
Consistent with industry practice, these costs are included in selling,
general and administrative expenses.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, receivables and accounts
payable approximate their fair values due to the short-term maturities of
these instruments.

The carrying amounts of borrowings pursuant to the Company's revolving line
of credit agreement approximate fair value because the rates on such
agreements are variable, based on current market rates.

The fair value of the loans due to shareholders at December 31, 1996 could
not be obtained without incurring excessive costs due to the related party
nature of this financial instrument.

F-58

PROFESSIONAL CONSULTING NETWORK, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(3) PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

DECEMBER 31,
----------------- MARCH 31,
1996 1997 198
-------- -------- -----------
(UNAUDITED)

Furniture and fixtures...................... $ 24,706 $ 48,011 $ 53,756
Office equipment............................ 261,047 285,122 319,487
-------- -------- --------
285,753 333,133 373,243
Less--accumulated depreciation.............. 169,916 204,992 214,602
-------- -------- --------
$115,837 $128,141 $158,641
======== ======== ========

(4) LINE OF CREDIT

The Company maintains a line of credit in the amount of $1 million bearing
interest at prime plus 1% (9.5% at December 31, 1997). This agreement expires
on December 1, 1998. At December 31, 1997 and March 31, 1998, the Company had
$573,000 and $1,000,000 (unaudited), respectively, available under the line of
credit.

(5) EMPLOYEE BENEFIT PLAN

The Company has a 401(k) plan covering substantially all of its employees
who have completed at least one year of service or attained the age of twenty-
one. The Company may contribute at the discretion of the Board of Directors.
No contributions were made by the Company during 1995, 1996 and 1997.

(6) LEASES

The Company is obligated under a capital lease for computer equipment
expiring in 1999. At December 31, 1996 and 1997, and March 31, 1998, the gross
amount of equipment and related accumulated amortization recorded under such
capital leases were as follows:

DECEMBER 31,
--------------- MARCH 31,
1996 1997 1998
------- ------- -----------
(UNAUDITED)

Computer equipment............................ $59,676 $59,676 $59,676
Less accumulated amortization................. 14,919 26,854 27,849
------- ------- -------
$44,757 $32,822 $31,827
======= ======= =======

Amortization of assets held under capital leases is included with
depreciation expense.

The Company leases office space under a noncancelable lease agreement
accounted for as an operating lease expiring in 1999. Rental expense for
operating leases (except those with lease terms of a month or less that were
not renewed) for the years ended December 31, 1995, 1996, and 1997 and for the
three months ended March 31, 1998 were approximately $138,201, $140,637,
$122,713, and $47,648 (unaudited), respectively.

F-59

PROFESSIONAL CONSULTING NETWORK, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Future minimum lease payments under noncancelable operating leases (with
initial or remaining lease terms in excess of one year) and future minimum
capital lease payments as of December 31, 1997 are:

CAPITAL OPERATING
LEASES LEASES
------- ---------

Year ending December 31,
1998................................................. $16,572 $192,960
1999 16,431 160,800
------- --------
Total minimum lease payments....................... $33,003 $353,760
========
Less amount representing interest...................... 4,073
-------
Present value of net minimum capital lease payments.. 28,930
Less current installments of obligations under capital
leases................................................ 14,457
-------
Obligations under capital leases, excluding current
installments........................................ $14,473
=======

(7) SIGNIFICANT CUSTOMERS

During 1995, 1996, and 1997 and for the three months ended March 31, 1998,
one customer accounted for approximately 27%, 26%, 16% and 6% (unaudited),
respectively, of the Company's service revenue. The loss of this customer
could have a material adverse impact on the operations of the Company.

(8) RELATED PARTY TRANSACTIONS

At December 31, 1995 and 1996 the Company had loans outstanding to its two
principal shareholders aggregating $250,000. The loans were made to finance
short-term working capital requirements and were generally repaid within
thirty days. The loans bore interest at prime plus 1%.

(9) SUBSEQUENT EVENT (UNAUDITED)

In July 1998, the Company and its shareholders signed a definitive agreement
with Work International Corporation (Work International), pursuant to which
all shares of the Company will be exchanged for cash and shares of Work
International's common stock concurrent with and as a condition of the
consummation of an initial public offering of the common stock of Work
International.

F-60

INDEPENDENT AUDITORS' REPORT

The Board of Directors
CoreLink Staffing Services, Inc.:

We have audited the accompanying balance sheet of CoreLink Staffing
Services, Inc. as of December 28, 1997, and the related statements of
operations, shareholders' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of CoreLink Staffing
Services, Inc. as of December 28, 1997, and the results of its operations and
its cash flows for the year then ended, in conformity with generally accepted
accounting principles.

KPMG Peat Marwick LLP

Houston, Texas
March 20, 1998

F-61

CORELINK STAFFING SERVICES, INC.

BALANCE SHEETS

DECEMBER 28, MARCH 29,
1997 1998
------------ -----------
(UNAUDITED)
-----------

ASSETS
------
Current assets:
Cash and cash equivalents........................... $ 468,799 $ --
Trade accounts receivable........................... 1,041,184 947,811
Prepaid expenses and other assets................... 3,710 49,996
---------- ----------
Total current assets.............................. 1,513,693 997,807
Other assets........................................ 78,966 15,505
Property and equipment, net......................... 181,291 198,833
---------- ----------
Total assets...................................... $1,773,950 $1,212,145
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities:
Line of credit...................................... $ 575,000 $ 80,000
Bank overdraft...................................... -- 88,656
Accounts payable and accrued liabilities............ 46,282 76,533
Payroll taxes payable............................... 239,293 294,209
Accrued payroll..................................... 320,971 168,374
---------- ----------
Total current liabilities......................... 1,181,546 707,772
---------- ----------
Client deposits..................................... 63,622 2,543
Shareholders' equity:
Common stock, no par value; 75,000 shares autho-
rized, 120 shares issued and outstanding........... 231,800 231,800
Retained earnings................................... 296,982 270,030
---------- ----------
Total shareholders' equity........................ 528,782 501,830
---------- ----------
Total liabilities and shareholders' equity........ $1,773,950 $1,212,145
========== ==========

See accompanying notes to financial statements.

F-62

CORELINK STAFFING SERVICES, INC.

STATEMENTS OF OPERATIONS

THREE MONTHS ENDED
YEAR ENDED ----------------------
DECEMBER 28, MARCH 30, MARCH 29,
1997 1997 1998
------------ ---------- ----------
(UNAUDITED)

Revenues:
Service fees............................ $10,947,095 $2,094,251 $2,893,865
Permanent placement fees................ 220,234 42,605 67,734
----------- ---------- ----------
Revenues from services................ 11,167,329 2,136,856 2,961,599
Cost of services.......................... 8,760,356 1,676,904 2,252,498
----------- ---------- ----------
Gross profit.......................... 2,406,973 459,952 709,101
Selling, general and administrative
expenses................................. 2,512,420 383,566 731,317
----------- ---------- ----------
Operating loss........................ (105,447) 76,386 (22,216)
Interest expense.......................... 2,038 1,036 5,109
Other expense............................. 12,475 -- --
Other income.............................. (3,308) (503) (373)
----------- ---------- ----------
Net income (loss)..................... $ (116,652) $ 75,853 $ (26,952)
=========== ========== ==========

See accompanying notes to financial statements.

F-63

CORELINK STAFFING SERVICES, INC.

STATEMENTS OF SHAREHOLDERS' EQUITY

COMMON STOCK
--------------- RETAINED
SHARES AMOUNT EARNINGS TOTAL
------ -------- -------- --------

Balance, January 1, 1997.................... 120 $231,800 $413,634 $645,434
Net loss.................................... -- -- (116,652) (116,652)
--- -------- -------- --------
Balance, December 28, 1997.................. 120 231,800 296,982 528,782
Net loss (unaudited)........................ -- -- (26,952) (26,952)
--- -------- -------- --------
Balance, March 29, 1998 (unaudited)......... 120 $231,800 $270,030 $501,830
=== ======== ======== ========

See accompanying notes to financial statements.

F-64

CORELINK STAFFING SERVICES, INC.

STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED
YEAR ENDED --------------------
DECEMBER 28, MARCH 30, MARCH 29,
1997 1997 1998
------------ --------- ---------
(UNAUDITED)

Cash flows from operating activities:
Net income (loss)............................. $(116,652) $ 75,853 $(26,952)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities:
Depreciation................................. 35,261 8,491 7,697
Loss on disposal of asset.................... 1,234 -- --
Change in operating assets and liabilities:
Trade accounts receivable................... (393,360) (102,911) 93,373
Prepaid expenses and other assets........... (43,211) (288) 17,175
Accounts payable and accrued liabilities.... 470,012 74,019 (128,509)
--------- -------- --------
Net cash provided by (used in) operating
activities................................ (46,716) 55,164 (37,216)
--------- -------- --------
Cash flows from investing activities--purchase
of property and equipment..................... (51,254) (4,943) (25,239)
--------- -------- --------
Cash flows from financing activities:
Net proceeds (payments) on line of credit.... 500,000 (30,000) (495,000)
Increase in bank overdraft................... -- -- 88,656
--------- -------- --------
Net cash provided by (used in) financing
activities................................ 500,000 (30,000) (406,344)
--------- -------- --------
Net increase (decrease) in cash and cash
equivalents................................... 402,030 20,221 (468,799)
Cash and cash equivalents at beginning of
period........................................ 66,769 66,769 468,799
--------- -------- --------
Cash and cash equivalents at end of period..... $ 468,799 $ 86,990 $ --
========= ======== ========
Supplemental disclosure of cash flow
information--cash paid for interest........... $ 2,038 $ 1,036 $ 4,512
========= ======== ========

See accompanying notes to financial statements.

F-65

CORELINK STAFFING SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS

(1) BUSINESS AND ORGANIZATION

Nature of Operations

CoreLink Staffing Services, Inc. (the Company), incorporated in the state of
California in 1983, provides temporary and permanent personnel to businesses
located primarily in California.

The Company's fiscal year ends on the last Sunday in December.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

The interim financial statements as of March 29, 1998, and for the three
months ended March 30, 1997 and March 29, 1998, are unaudited, and certain
information and footnote disclosures, normally included in financial
statements prepared in accordance with generally accepted accounting
principles, have been omitted. In the opinion of management, all adjustments,
consisting only of normal recurring adjustments, necessary to fairly present
the financial position, results of operations and cash flows with respect to
the interim financial statements have been included. The results of operations
for the interim periods are not necessarily indicative of the results for the
entire fiscal year.

Use of Estimates

The Company provides for workers' compensation, health insurance and
unemployment taxes related to its employees. A deterioration in claims
experience could result in increased costs to the Company in the future. The
Company has recorded an estimate of any existing liabilities under these
programs at each balance sheet date. The Company's future costs could also
increase if there are any material changes in government regulations related
to employment law or employee benefits.

Cash and Cash Equivalents

Cash and cash equivalents include bank deposits and short-term investments
with original maturities of three months or less when purchased.

Trade Accounts Receivable--Credit Risk

The Company operates primarily in the office clerical industry. The
Company's ability to collect amounts due from customers could be affected by
adverse economic fluctuations in the Los Angeles Metropolitan market or this
industry.

F-66

CORELINK STAFFING SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Property and Equipment

Income Taxes

The Company elected to be taxed as an S corporation and accordingly all tax
attributes of the Company pass through to its shareholders. Accordingly, no
provision for federal or state income taxes is reflected in the accompanying
financial statements.

Revenue and Cost Recognition

The Company's revenues consist primarily of service fees paid by its clients
under client service agreements. In consideration for payment of such service
fees, the Company agrees to pay the following direct costs associated with the
worksite employees: (a) salaries and wages, (b) employment related taxes and
(c) workers' compensation insurance premiums. The Company accounts for service
fees and the related direct payroll costs using the accrual method of
accounting. Under the accrual method, service fees relating to worksite
employees with earned but unpaid wages at the end of each period are
recognized as unbilled revenues and the related direct payroll costs for such
wages are accrued as a liability during the period in which wages are earned
by the worksite employees. Subsequent to the end of each period, such wages
are paid and the related service fees are billed.

Permanent placement fees are recognized when the employment offer and
acceptance has occurred and the candidate's start date has been established.
Revenues from permanent placements are reported in the statements of
operations net of estimated adjustments due to placed candidates that
terminate employment within the Company's guarantee period (generally 30-90
days). The net adjustment for each of the periods presented is immaterial.

Gross Profit

Gross profit is determined by deducting the direct cost of services for
temporary staffing revenues (temporary and contract personnel payroll, payroll
taxes and insurance costs) from total service revenues. The primary costs
associated with permanent placement revenues are sales commissions, which
increase in proportion with service revenue from permanent placements.
Consistent with industry practice, these costs are included in selling,
general and administrative expenses.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, receivables and accounts
payable approximate their fair values due to the short-term maturities of
these instruments.

The carrying amount of borrowings pursuant to the Company's revolving line
of credit agreement approximates fair value because the rate on such agreement
is variable, based on current market rates.

F-67

CORELINK STAFFING SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(3) PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

DECEMBER 28, MARCH 29,
1997 1998
------------ -----------
(UNAUDITED)

Furniture and fixtures........................... $ 112,086 $ 113,191
Office equipment................................. 336,981 362,112
Leasehold improvements........................... 4,107 4,107
--------- ---------
453,174 479,410
Accumulated depreciation......................... (271,883) (280,577)
--------- ---------
$ 181,291 $ 198,833
========= =========

(4) LINE OF CREDIT

The Company maintains a revolving line of credit, due on demand, that allows
for borrowings of up to $750,000. Borrowings made under this agreement bear
interest at prime plus 3/4% (9.25% at December 28, 1997). The line is secured
by all of the business assets and guaranteed by two shareholders up to
$750,000. If not called by the lender prior to August 20, 1998, the
outstanding principal plus all accrued unpaid interest is due on August 20,
1998.

The line of credit is subject to certain financial covenants including
current ratio and total liabilities in relation to tangible net worth. The
Company was in compliance with such covenants at December 28, 1997 and March
29, 1998 (unaudited).

The weighted average interest rate for the year ended December 28, 1997 was
8.25%.

(5) EMPLOYEE BENEFIT PLAN

The Company's Savings Investment and Profit Sharing Plan provides for a
401(k) plan (the Plan). Under the terms of the Plan, all employees that have
completed one year of service in which they worked at least 1,000 hours are
eligible to participate. Until December 31, 1997 highly compensated employees,
as defined under the Plan, were ineligible to participate. Effective January
1, 1998, the plan was revised to include highly compensated employees.

The Company may make a matching contribution equal to a percentage of the
employee contributions. Employees are eligible for matching contributions if
they are an active member of the Plan and have 1,000 or more hours of service
in the Plan year.

During 1997, the Company chose to match 25% of staff employee contributions
which amounted to $10,867.

(6) LEASES

The Company leases office space under noncancelable lease agreements
accounted for as operating leases. Rental expenses for operating leases
(except those with lease terms of a month or less that were not renewed) were
approximately $151,390 and $37,050 (unaudited) for the year ended December 28,
1997, and the three months ended March 29, 1998, respectively.

F-68

CORELINK STAFFING SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Future minimum lease payments under noncancelable operating leases as of
December 28, 1997 are:

YEAR ENDING DECEMBER
--------------------

1998.......................................................... $169,208
1999.......................................................... 169,634
2000.......................................................... 169,634
2001.......................................................... 98,439
--------
Total minimum lease payments................................ $606,915
========

(7) OTHER

In January 1998, the Company entered into an agreement with Abbott HR, Inc.
(Abbott) in order to transfer service rights of seven accounts to Abbott. The
accounts transferred to Abbott generated revenues of $1,356,000 in 1997 with
an estimated gross margin of 3.8%. The Company has the right to receive
certain payments in 1998 under the agreement, however, such amounts are not
expected to be material.

On December 28, 1997, the Company paid an officer, who is also a
shareholder, a bonus in the amount of $750,000 which is included in selling,
general and administrative expenses.

On March 29, 1998, the Company paid an officer, who is also a shareholder, a
bonus in the amount of $250,000 (unaudited) which is included in selling,
general and administrative expenses.

(8) SUBSEQUENT EVENT (UNAUDITED)

In July 1998, the Company and its shareholders signed a definitive agreement
with Work International Corporation (Work International), pursuant to which
all shares of the Company will be exchanged for cash and shares of Work
International's common stock concurrent with and as a condition of the
consummation of an initial public offering of the common stock of Work
International.

F-69

INDEPENDENT AUDITORS' REPORT

The Boards of Directors
Absolutely Professional Staffing, Inc.
Botal Associates, Inc.:

We have audited the accompanying combined balance sheets of Absolutely
Professional Staffing, Inc. and Botal Associates, Inc. as of December 31, 1996
and 1997 and the related combined statements of income and shareholders'
equity and cash flows for the years then ended. These combined financial
statements are the responsibility of the Companies' managements. Our
responsibility is to express an opinion on these combined financial statements
based on our audits.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of
Absolutely Professional Staffing, Inc. and Botal Associates, Inc. as of
December 31, 1996 and 1997, and the results of their operations and their cash
flows for the years then ended, in conformity with generally accepted
accounting principles.

KPMG Peat Marwick LLP

Houston, Texas
May 8, 1998

F-70

ABSOLUTELY PROFESSIONAL STAFFING, INC. AND AFFILIATE

COMBINED BALANCE SHEETS

ASSETS DECEMBER 31,
------ --------------------- MARCH 31,
1996 1997 1998
---------- ---------- -----------
(UNAUDITED)

Current assets:
Cash....................................... $ 1,012 $ 16,632 $ --
Accounts receivable, net of allowance for
doubtful accounts of $19,350 in 1996, 1997
and 1998.................................. 1,121,370 1,781,230 1,672,327
Due from officers.......................... 28,795 33,795 33,795
Prepaid expenses and other current assets.. 54,067 74,195 88,094
---------- ---------- ----------
Total current assets..................... 1,205,244 1,905,852 1,794,216
Property and equipment, net................ 76,735 134,896 285,947
Other assets............................... 28,994 28,373 9,640
---------- ---------- ----------
Total assets............................. $1,310,973 $2,069,121 $2,089,803
========== ========== ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------

Current liabilities:
Accounts payable and accrued liabilities... $ 265,560 $ 288,860 $ 408,821
Capital lease obligation, current portion.. 12,186 5,799 22,850
Loans payable.............................. 458,876 551,607 54,050
---------- ---------- ----------
Total current liabilities................ 736,622 846,266 485,721
---------- ---------- ----------
Capital lease obligation, less current por-
tion...................................... 17,521 15,063 86,382
Commitments and contingencies
Shareholders' equity:
Absolutely Professional Staffing, Inc.--
Common Stock no par value; 200 shares
authorized, issued and outstanding........ 2,000 2,000 2,000
Botal Associates, Inc.-- Common Stock no
par value; 10,000 shares authorized, 5,000
shares issued and outstanding............. 28,600 28,600 28,600
Retained earnings.......................... 526,230 1,177,192 1,487,100
---------- ---------- ----------
Total shareholders' equity............... 556,830 1,207,792 1,517,700
---------- ---------- ----------
Total liabilities and shareholders'
equity.................................. $1,310,973 $2,069,121 $2,089,803
========== ========== ==========

See accompanying notes to combined financial statements.

F-71

ABSOLUTELY PROFESSIONAL STAFFING, INC. AND AFFILIATE

COMBINED STATEMENTS OF INCOME AND SHAREHOLDERS' EQUITY

YEARS ENDED THREE MONTHS ENDED
DECEMBER 31, MARCH 31,
----------------------- ----------------------
1996 1997 1997 1998
---------- ----------- ---------- ----------
(UNAUDITED)

Revenues:
Service fees................ $5,310,616 $ 9,784,027 $1,929,670 $2,952,696
Permanent placement fees.... 677,115 625,465 139,808 138,650
---------- ----------- ---------- ----------
Revenues from services.... 5,987,731 10,409,492 2,069,478 3,091,346
Cost of services.............. 3,771,947 6,920,287 1,335,810 2,049,074
---------- ----------- ---------- ----------
Gross profit.............. 2,215,784 3,489,205 733,668 1,042,272
Selling, general and
administrative expenses...... 2,039,487 2,555,198 520,585 651,235
---------- ----------- ---------- ----------
Operating income.......... 176,297 934,007 213,083 391,037
Interest expense.............. 62,343 90,839 24,554 15,599
Other (income) expense........ 890 (8,714) (2,074) (1,783)
---------- ----------- ---------- ----------
Income before income
taxes.................... 113,064 851,882 190,603 377,221
Income tax expense............ 25,705 42,560 37,194 10,603
---------- ----------- ---------- ----------
Net income................ 87,359 809,322 153,409 366,618
Retained earnings--beginning
of period.................... 446,871 526,230 526,230 1,177,192
Distributions to shareholders. (8,000) (158,360) -- (56,710)
---------- ----------- ---------- ----------
Retained earnings--end of
period....................... $ 526,230 $ 1,177,192 $ 679,639 $1,487,100
========== =========== ========== ==========

See accompanying notes to combined financial statements.

F-72

ABSOLUTELY PROFESSIONAL STAFFING, INC. AND AFFILIATE

COMBINED STATEMENTS OF CASH FLOWS

YEARS ENDED THREE MONTHS
DECEMBER 31, ENDED MARCH 31,
-------------------- -------------------
1996 1997 1997 1998
--------- --------- -------- ---------
(UNAUDITED)

Cash flows from operating activities:
Net income.......................... $ 87,359 $ 809,322 $153,409 $ 366,618
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization...... 43,008 44,865 6,175 9,092
Change in operating assets and
liabilities:
Accounts receivable............... (380,345) (659,860) 26,320 108,903
Prepaid expenses and other current
assets........................... (4,638) (20,128) 11,068 (13,899)
Other assets...................... -- (892) -- 18,476
Accounts payable and accrued
liabilities...................... 158,999 23,300 (71,430) 119,961
--------- --------- -------- ---------
Net cash provided by (used in)
operating activities............ (95,617) 196,607 125,542 609,151
--------- --------- -------- ---------
Cash flows from investing activities:
Purchase of property and equipment.. (1,516) (101,513) (15,262) (65,281)
Due from officers................... 14,000 (5,000) (40,977) --
--------- --------- -------- ---------
Net cash (used in) provided by
investing activities............ 12,484 (106,513) (56,239) (65,281)
--------- --------- -------- ---------
Cash flows from financing activities:
Net borrowings (payments) under the
loans payable...................... 105,417 92,731 6,316 (497,557)
Distributions to shareholders....... (8,000) (158,360) -- (56,710)
Payment of capital lease obligation. (22,051) (8,845) (10,754) (6,235)
--------- --------- -------- ---------
Net cash (used in) provided by
financing activities............ 75,366 (74,474) (4,438) (560,502)
--------- --------- -------- ---------
Net increase (decrease) in cash...... (7,767) 15,620 64,865 (16,632)
Cash at beginning of period.......... 8,779 1,012 1,012 16,632
--------- --------- -------- ---------
Cash at end of period................ $ 1,012 $ 16,632 $ 65,877 $ --
========= ========= ======== =========
Supplemental disclosure of cash flow
information--
Cash paid for interest.............. $ 42,952 $ 69,680 $ 24,554 $ 15,599
========= ========= ======== =========
Cash paid for income taxes.......... $ 55,731 $ 33,667 $ -- $ 1,038
========= ========= ======== =========

See accompanying notes to combined financial statements.

F-73

ABSOLUTELY PROFESSIONAL STAFFING, INC. AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS

(1) BUSINESS OF ORGANIZATION

Nature of Operations

Absolutely Professional Staffing, Inc. (APS) was incorporated in the state
of New York. APS provides temporary worksite personnel and permanent placement
of personnel to business and professional service organizations.

The accompanying combined financial statements include the accounts of APS
and an affiliated company, under common control, Botal Associates, Inc.
(Botal, and together with APS, the "Company"). Botal provides temporary
worksite personnel to business and professional service organizations. Botal
commenced operations in December 1969. As common control exists among the
entities, combined financial statements are presented. All significant
intercompany accounts and transactions have been eliminated in combination.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

Use of Estimates

Trade Accounts Receivable--Credit Risk

Property and Equipment

Property and equipment is recorded at cost. Maintenance and repairs are
charged to expense as incurred; renewals and betterments are capitalized. The
cost of property sold or otherwise disposed of and the accumulated
depreciation applicable thereto are eliminated from the accounts and resulting
gain or loss is reflected in operations. The cost of property is being
depreciated over the estimated useful lives of the related assets using the
straight-line method. The useful lives of the property and equipment for
purposes of computing depreciation was five years.

F-74

ABSOLUTELY PROFESSIONAL STAFFING, INC. AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

Income taxes

APS has elected to be treated as an S corporation for Federal and certain
state income tax purposes. As an S corporation, the earnings of APS are
reported by the individual shareholders and APS is not responsible for Federal
or certain state income taxes. The Company has provided for state and local
income taxes for those taxing jurisdictions which do not recognize the S
corporation status.

Botal is treated as a C corporation for Federal and state income tax
purposes. As a C corporation, income taxes are accounted for under the asset
and liability method. Deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit carryforwards. Deferred
tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period
that includes the enactment date.

Revenue and Cost Recognition

The Company recognizes permanent placement revenues when the employment
offer and acceptance has occurred and the candidate's employment start date
has been established. Revenues from permanent placements are reported in the
statements of operations net of estimated adjustments due to placed candidates
that terminate employment within the Company's guarantee period (generally 60-
90 days). The net adjustment in each of the periods presented is immaterial.

Gross Profit

Gross profit is determined by deducting the direct cost of services for
temporary staffing revenues (temporary and contract personnel payroll, payroll
taxes and insurance costs) from total service revenues. The primary costs
associated with permanent placement revenues are sales commissions, which
increase in proportion with service revenue from permanent placements.
Consistent with industry practice, these costs are included in selling,
general and administrative expenses.

Fair Value of Financial Instruments

The carrying amounts of cash, receivables and accounts payable approximate
their fair values due to the short-term maturities of these instruments.

Fair values of the amounts due from officers could not be obtained without
incurring excessive costs due to the related party nature of such instruments.

The carrying amount of borrowings pursuant to the Company's loans payable
approximates fair value because the rate on such note is based on current
market rates.

F-75

ABSOLUTELY PROFESSIONAL STAFFING, INC. AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

(3) PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

DECEMBER 31,
----------------- MARCH 31,
1996 1997 1998
-------- -------- -----------
(UNAUDITED)

Furniture and fixtures...................... $138,190 $ 90,629 $191,924
Office equipment............................ 96,658 202,181 205,777
Leasehold improvements...................... 71,889 56,994 111,989
-------- -------- --------
306,737 349,804 509,690
Less: accumulated depreciation.............. 230,002 214,908 223,743
-------- -------- --------
$ 76,735 $134,896 $285,947
======== ======== ========

(4) INCOME TAXES

The combined income tax provision consists of the following current income
taxes:

YEARS ENDED
DECEMBER 31,
---------------
1996 1997
------- -------

Federal................................................... $ 4,138 $18,786
State..................................................... 21,567 23,774
------- -------
$25,705 $42,560
======= =======

Income tax expense differs from amounts computed by applying the statutory
income tax rate to income before taxes as follows:

YEARS ENDED
DECEMBER 31,
-------------------
1996 1997
-------- ---------

Income tax at statutory rate........................ $ 38,442 $ 289,640
Adjustments resulting from:
Nondeductible expenses............................ 9,845 6,681
State income taxes................................ 19,204 19,233
Income of S corporation not subject to federal
corporate tax.................................... (36,769) (261,396)
Effect of graduated tax rates..................... (5,242) (11,746)
Other............................................. 225 148
-------- ---------
Total income taxes.............................. $ 25,705 $ 42,560
======== =========

Deferred income tax effects are not significant.

(5) LOANS PAYABLE

The Company has a loan financing agreement with a bank which allows the
Company to borrow up to a maximum of $600,000 and $200,000 for APS and Botal,
respectively, or up to 80% of the outstanding accounts receivable, whichever
is less. The loan is collateralized by a security interest in all of the
outstanding accounts receivable and the Company's property and equipment. The
loan bears interest at prime plus 6.0% and was 14.25% and 14.5% at December
31, 1996 and 1997, respectively.

F-76

ABSOLUTELY PROFESSIONAL STAFFING, INC. AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

(6) COMMITMENTS AND CONTINGENCIES
(a) Leases

The Company leases office space under noncancelable lease agreements.
Rental expense for operating leases for the years ended December 31, 1996
and 1997 was approximately $117,219 and $121,733, respectively.

Future minimum lease payments under noncancelable operating leases and
capital leases as of December 31, 1997 are:

OPERATING CAPITAL
YEAR ENDING DECEMBER 31, LEASE LEASE
------------------------ --------- -------

1998................................................... $ 93,607 $11,572
1999................................................... 96,243 5,071
2000................................................... 100,094 5,071
2001................................................... 104,101 4,849
2002................................................... 108,264 --
-------- -------
Total minimum lease payments........................... $502,309 26,563
========
Less: interest component (interest rate 10.5%)......... 5,711
-------
Present value of minimum lease payments................ 20,862
Less: current portion.................................. 5,799
-------
Non-current portion.................................... $15,063
=======

(b) Legal Proceedings

The Company is a defendant in a lawsuit alleging that a current employee
breached an employment agreement with a former employer. The lawsuit
alleges, among other things, unfair competition, civil conspiracy and
tortuous and malicious interference with prospective economic advantage.
Damages have not been specified. The Company will vigorously defend the
lawsuit, however, the ultimate resolution of such claim is not known.

(7) RELATED-PARTY TRANSACTIONS

At December 31, 1996 and 1997 and March 31, 1998, amounts due from officers
were $28,795, $33,795 and $33,795 (unaudited), respectively, bore interest at
8.5% and were due on-demand.

An officer of the Company has guaranteed the Loans Payable (see note 5).

(8) SUBSEQUENT EVENT (UNAUDITED)

In July 1998, the Company and its shareholders signed a definitive agreement
with Work International Corporation (Work International), pursuant to which
all shares of the Company will be exchanged for cash and shares of Work
International's common stock concurrent with and as a condition of the
consummation of an initial public offering of the common stock of Work
International.

F-77

INDEPENDENT AUDITORS' REPORT

The Board of Directors
TOSI Placement Services Inc.

We have audited the accompanying balance sheets of TOSI Placement Services
Inc. as of December 28, 1996 and December 27, 1997 and the statements of
income, shareholder's equity and changes in financial position for each of the
fifty-two week periods in the three-year period ended December 27, 1997, all
expressed in United States dollars. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of TOSI Placement Services
Inc. as of December 28, 1996 and December 27, 1997 and the results of its
operations and the changes in its financial position for each of the fifty-two
week periods in the three-year period ended December 27, 1997 in accordance
with generally accepted accounting principles in Canada, which also conform in
all material respects with generally accepted accounting principles in the
United States.

KPMG Peat Marwick LLP

Houston, Texas
June 3, 1998

F-78

TOSI PLACEMENT SERVICES INC.

BALANCE SHEETS

(STATED IN UNITED STATES DOLLARS)

DECEMBER 28, DECEMBER 27, MARCH 28,
ASSETS 1996 1997 1998
------ ------------ ------------ -----------
(UNAUDITED)

Current assets:
Cash................................... $ 112,215 $ 201,603 $ 439,177
Trade accounts receivable, net of
allowance of 1996--$2,253; 1997--
$2,159 and 1998--$2,400............... 798,904 1,164,114 1,342,799
Prepaid expenses and other assets...... 1,351 5,955 8,430
--------- ---------- ----------
912,470 1,371,672 1,790,406
Capital assets (note 2).................. 39,772 52,669 51,849
--------- ---------- ----------
$ 952,242 $1,424,341 $1,842,255
========= ========== ==========

LIABILITIES AND SHAREHOLDER'S EQUITY
------------------------------------

Current liabilities:
Accounts payable and accrued
liabilities........................... $ 95,423 $ 132,847 $ 140,481
Accrued payroll and related taxes...... 370,543 101,830 158,969
Income taxes payable................... 242 319,150 464,337
--------- ---------- ----------
466,208 553,827 763,787
Due to shareholder (note 3).............. 92,587 -- --
Shareholder's equity:
10% non-cumulative, retractable,
redeemable, non-voting special shares,
no par value; 1,000,000 shares
authorized; 0 shares issued and
outstanding........................... -- -- --
Common shares, no par value; 1,000,000
shares authorized; 100 shares issued
and outstanding....................... 79 79 79
Retained earnings...................... 399,522 909,499 1,106,987
Cumulative translation adjustment...... (6,154) (39,064) (28,598)
--------- ---------- ----------
393,447 870,514 1,078,468
Commitment (note 7)
--------- ---------- ----------
$ 952,242 $1,424,341 $1,842,255
========= ========== ==========

See accompanying notes to financial statements.

F-79

TOSI PLACEMENT SERVICES INC.

STATEMENTS OF INCOME

(STATED IN UNITED STATES DOLLARS)

THIRTEEN WEEK
FIFTY-TWO WEEK PERIODS ENDED PERIODS ENDED
-------------------------------------- ----------------------
DECEMBER 30, DECEMBER 28, DECEMBER 27, MARCH 29, MARCH 28,
1995 1996 1997 1997 1998
------------ ------------ ------------ ---------- ----------
(UNAUDITED)

Revenues:
Service fees.......... $4,829,220 $6,797,443 $9,309,234 $2,317,557 $3,115,724
Permanent placement
fees................. 63,871 70,081 174,382 26,793 31,181
---------- ---------- ---------- ---------- ----------
Revenues from
services........... 4,893,091 6,867,524 9,483,616 2,344,350 3,146,905
Cost of services...... 3,840,683 5,428,944 7,288,978 1,818,861 2,425,886
---------- ---------- ---------- ---------- ----------
Gross profit........ 1,052,408 1,438,580 2,194,638 525,489 721,019
Selling, general and
administrative
expenses............. 824,777 1,002,540 1,323,744 326,212 378,498
Management bonus...... 87,425 284,541 -- -- --
---------- ---------- ---------- ---------- ----------
Operating income.... 140,206 151,499 870,894 199,277 342,521
Other income (expense):
Interest expense...... (12,956) (13,666) (5,436) (2,877) --
Other income.......... 11,370 4,872 7,131 1,287 3,198
---------- ---------- ---------- ---------- ----------
Income before income
taxes.............. 138,620 142,705 872,589 197,687 345,719
Income tax expense.... 32,784 33,148 362,612 80,972 148,231
---------- ---------- ---------- ---------- ----------
Net income.......... $ 105,836 $ 109,557 $ 509,977 $ 116,715 $ 197,488
========== ========== ========== ========== ==========

See accompanying notes to financial statements.

F-80

TOSI PLACEMENT SERVICES INC.

STATEMENTS OF SHAREHOLDER'S EQUITY

(STATED IN UNITED STATES DOLLARS)

COMMON SHARES CUMULATIVE
------------- RETAINED TRANSLATION
SHARES AMOUNT EARNINGS ADJUSTMENT TOTAL
------ ------ ---------- ----------- ----------

Balance, January 1, 1995...... 100 $79 $ 184,129 $ (9,845) $ 174,363
Net income.................... -- -- 105,836 -- 105,836
Translation adjustment........ -- -- -- 5,627 5,627
--- --- ---------- -------- ----------
Balance, December 30, 1995.... 100 79 289,965 (4,218) 285,826
Net income.................... -- -- 109,557 -- 109,557
Translation adjustment........ -- -- -- (1,936) (1,936)
--- --- ---------- -------- ----------
Balance, December 28, 1996.... 100 79 399,522 (6,154) 393,447
Net income.................... -- -- 509,977 -- 509,977
Translation adjustment........ -- -- -- (32,910) (32,910)
--- --- ---------- -------- ----------
Balance, December 27, 1997.... 100 79 909,499 (39,064) 870,514
Net income (unaudited)........ -- -- 197,488 -- 197,488
Translation adjustment (unau-
dited)....................... -- -- -- 10,466 10,466
--- --- ---------- -------- ----------
Balance, March 28, 1998 (unau-
dited)....................... 100 $79 $1,106,987 $(28,598) $1,078,468
=== === ========== ======== ==========

See accompanying notes to financial statements.

F-81

TOSI PLACEMENT SERVICES INC.

STATEMENTS OF CHANGES IN FINANCIAL POSITION

(STATED IN UNITED STATES DOLLARS)

THIRTEEN WEEK
FIFTY-TWO WEEK PERIODS ENDED PERIODS ENDED
-------------------------------------- --------------------
DECEMBER 30, DECEMBER 28, DECEMBER 27, MARCH 29, MARCH 28,
1995 1996 1997 1997 1998
------------ ------------ ------------ --------- ---------
(UNAUDITED)

Cash provided by (used
for):
Operations:
Net income............ $ 105,836 $ 109,557 $ 509,977 $ 116,715 $ 197,488
Add item not involving
cash:
Amortization........ 15,715 16,234 21,289 2,965 3,759
Change in operating
assets and
liabilities:
Trade accounts
receivable......... (197,382) (188,441) (365,210) (119,766) (178,685)
Prepaid expenses and
other assets....... (11,326) 13,179 (4,604) 1,150 (2,475)
Accounts payable and
accrued
liabilities........ (29,390) 234,537 87,619 (73,932) 209,960
--------- --------- --------- --------- ---------
(116,547) 185,066 249,071 (72,868) 230,047
Financing:
Increase (decrease) of
due to shareholder... 1,037 (73,762) (92,587) 31,582 --
Other................. 5,627 (1,936) (32,910) (6,106) 10,466
--------- --------- --------- --------- ---------
6,664 (75,698) (125,497) 25,476 10,466
Investments:
Additions to capital
assets............... (29,501) (15,794) (34,186) (10,318) (2,939)
--------- --------- --------- --------- ---------
Increase (decrease) in
cash................... (139,384) 93,574 89,388 (57,710) 237,574
Cash, beginning of peri-
od..................... 158,025 18,641 112,215 112,215 201,603
--------- --------- --------- --------- ---------
Cash, end of period..... $ 18,641 $ 112,215 $ 201,603 $ 54,505 $ 439,177
========= ========= ========= ========= =========
Supplemental informa-
tion:
Cash paid for
interest............. $ 12,956 $ 13,666 $ 5,436 $ 2,877 $ --
Cash paid for taxes... 33,845 36,612 33,162 7,546 7,901
========= ========= ========= ========= =========

See accompanying notes to financial statements.

F-82

TOSI PLACEMENT SERVICES INC.

NOTES TO FINANCIAL STATEMENTS

(STATED IN UNITED STATES DOLLARS)

1. BUSINESS AND ORGANIZATION

Nature of Operation

TOSI Placement Services Inc. (the "Company") is incorporated under the laws
of Ontario, Canada and is engaged in the provision of temporary, contract and
permanent personnel to business, professional services organizations and
government agencies located in Canada.

2. SIGNIFICANT ACCOUNTING POLICIES:

The financial statements are prepared in accordance with accounting
principles generally accepted in Canada which, in the case of the Company,
conform in all material respects with accounting principles generally accepted
in the United States.

Interim financial information:

The interim financial statements as of March 28, 1998 and for the thirteen
week periods ended March 29, 1997 and March 28, 1998 are unaudited, and
certain information and footnote disclosures, normally included in financial
statements prepared in accordance with generally accepted accounting
principles, have been omitted. In the opinion of management, all adjustments,
consisting only of normal recurring adjustments, necessary to fairly present
the financial position, results of operations and cash flows with respect to
the interim financial statements have been included. The results of operations
for the interim periods are not necessarily indicative of the results for the
entire fiscal year.

Reporting currency:

The operating and measurement currency of the Company is the Canadian
dollar. The reporting currency used by the Company is the United States
dollar.

The Company uses the current rate method to translate the financial
statements from Canadian dollars into United States dollars. Under the current
rate method, assets and liabilities are translated at the rate of exchange in
effect at the balance sheet date and revenues and expenses at the average rate
for the period. Exchange gains or losses arising from the translation of the
financial statements are included in cumulative translation adjustments as a
separate component of shareholder's equity.

Revenue recognition:

The Company recognizes temporary staffing revenues when the services are
performed. The Company recognizes permanent placement revenues when the
employment offer and acceptance has occurred and employment has commenced.

Gross profit:

Gross profit from the Company's temporary services is determined by
deducting the direct cost of services for temporary revenues (temporary and
contract personnel payroll, vacation pay, statutory holiday pay and payroll
taxes) from total service revenues. Gross profit from the Company's permanent
placement services is equal to revenues, as the primary costs associated with
permanent placement revenues are sales commissions, which increase in
proportion with service revenue from permanent placements. Sales commissions
for permanent placement services are included in selling, general and
administrative expenses.

F-83

TOSI PLACEMENT SERVICES INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Capital assets:

Capital assets are recorded at cost. Amortization is calculated using the
following rates and methods:

Computers......................... diminishing balance 30%
Furniture and fixtures............ diminishing balance 20%
Leasehold improvements............ straight-line over the lease term

Use of estimates:

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Financial instruments:

The carrying values of cash, trade accounts receivable and accounts payable
and accrued liabilities approximate their fair values due to the relatively
short periods to the maturity of the instruments.

3. CAPITAL ASSETS:

DECEMBER 28, 1996
-----------------------------
NET
ACCUMULATED BOOK
COST AMORTIZATION VALUE
-------- ------------ -------

Computers................................... $ 80,648 $47,566 $33,082
Furniture and fixtures...................... 5,724 2,646 3,078
Leasehold improvements...................... 6,020 2,408 3,612
-------- ------- -------
$ 92,392 $52,620 $39,772
======== ======= =======

DECEMBER 27, 1997
-----------------------------
NET
ACCUMULATED BOOK
COST AMORTIZATION VALUE
-------- ------------ -------

Computers................................... $104,081 $63,126 $40,955
Furniture and fixtures...................... 11,740 4,376 7,364
Leasehold improvements...................... 7,867 3,517 4,350
-------- ------- -------
$123,688 $71,019 $52,669
======== ======= =======

MARCH 28, 1998
-----------------------------
NET
ACCUMULATED BOOK
COST AMORTIZATION VALUE
-------- ------------ -------
(UNAUDITED)

Computers................................... $106,325 $66,878 $39,447
Furniture and fixtures...................... 13,091 4,790 8,301
Leasehold improvements...................... 7,945 3,844 4,101
-------- ------- -------
$127,361 $75,512 $51,849
======== ======= =======

F-84

TOSI PLACEMENT SERVICES INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

4. DUE TO SHAREHOLDER:

The amount due to the shareholder of the Company bore interest at prime plus
1% and was not subject to specified terms of repayment. All assets of the
Company have been pledged as security. The amount was fully repaid during
1997. Interest paid was: 1995--$12,956; 1996--$13,666; 1997--$5,436.

5. CONCENTRATION OF CREDIT RISK:

The Company derives substantially all of its revenues from the financial
services industry and government agencies. At December 27, 1997, 40% (December
28, 1996--41%; December 30, 1995--31%) of the Company's trade accounts
receivable are due from customers in the financial services industry and 23%
(December 28, 1996--15%; December 30, 1995--26%) are due from government
agencies.

The Company performs ongoing credit evaluations of its customers to
determine credit to be extended and maintains reserves for potential bad
debts.

6. INCOME TAXES:

THIRTEEN WEEK PERIODS
FIFTY-TWO WEEK PERIODS ENDED ENDED
-------------------------------------- ----------------------
DECEMBER 30, DECEMBER 28, DECEMBER 27, MARCH 29, MARCH 28,
1995 1996 1997 1997 1998
------------ ------------ ------------ ----------- ----------
(UNAUDITED) (UNAUDITED)

Current:
Federal....... $18,942 $19,214 $232,592 $51,938 $ 96,350
Provincial.... 13,842 13,934 130,020 29,034 51,881
------- ------- -------- ------- --------
Total....... $32,784 $33,148 $362,612 $80,972 $148,231
======= ======= ======== ======= ========

Income tax expense differs from amounts computed by applying the statutory
rate to income before income taxes as follows:

Income tax expense at
the statutory rate..... $60,022 $61,791 $387,430 $85,892 $153,499
Increase (decrease)
resulting from:
Small business
deduction............ (32,056) (32,268) (31,783) (6,971) (7,368)
Non-deductible
expenses............. 729 2,787 4,334 443 321
Other................. 4,089 838 2,631 1,608 1,779
------- ------- -------- ------- --------
$32,784 $33,148 $362,612 $80,972 $148,231
======= ======= ======== ======= ========

Deferred income tax effects are not significant.

F-85

TOSI PLACEMENT SERVICES INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

7. COMMITMENT:

The Company leases premises and equipment under operating leases. The lessee
under one of the Company's operating leases is secured by an assignment of the
Company's accounts receivable. The annual minimum lease payments are as
follows:

1998............................................................. $ 46,486
1999............................................................. 46,486
2000............................................................. 41,256
2001............................................................. 37,166
--------
$171,394
========

(8) SUBSEQUENT EVENT (UNAUDITED)

In July 1998, the Company and its shareholder signed a definitive agreement
with Work International Corporation (Work International), pursuant to which
all shares of the Company will be exchanged for cash and shares of Work
International's common stock concurrent with and as a condition of the
consummation of an initial public offering of the common stock of Work
International.

F-86

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Access Staffing Inc.:

We have audited the accompanying balance sheets of Access Staffing Inc. as
of December 31, 1996 and 1997 and the related statements of operations,
shareholders' equity and cash flows for each of the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Access Staffing Inc. as of
December 31, 1996 and 1997 and the results of its operations and its cash
flows for each of the years then ended, in conformity with generally accepted
accounting principles.

KPMG Peat Marwick LLP

Houston, Texas
April 24, 1998

F-87

ACCESS STAFFING INC.

BALANCE SHEETS

ASSETS DECEMBER 31,
------ ---------------------- MARCH 31,
1996 1997 1998
---------- ---------- -----------
(UNAUDITED)

Current assets:
Cash and cash equivalents................ $ 633,821 $1,055,442 $ 824,076
Trade accounts receivable................ 859,520 672,423 667,126
Prepaid expenses and other assets........ 18,030 22,095 26,774
Cash surrender value of life insurance... 72,909 145,297 143,655
---------- ---------- ----------
Total current assets................... 1,584,280 1,895,257 1,661,631
Property and equipment, net................ 27,605 51,961 45,961
Other assets............................... 96,742 95,243 96,845
---------- ---------- ----------
Total assets........................... $1,708,627 $2,042,461 $1,804,437
========== ========== ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------

Current liabilities:
Accounts payable......................... $ 22,731 $ 20,194 $ 15,431
Accrued expenses......................... 48,944 18,461 12,406
Accrued payroll and related taxes........ 104,337 82,386 111,680
Accrued income taxes..................... 178,786 315,846 34,358
Deferred tax liability................... 304,098 223,874 216,021
---------- ---------- ----------
Total liabilities...................... 658,896 660,761 389,896
Common stock held by ESOP, subject to put
(note 4).................................. 926,469 1,026,862 987,115
Shareholders' equity:
Common stock, no par value; 1,000,000
shares authorized, 296,000 shares issued
and 259,688, 255,013 and 252,961 shares
outstanding at December 31, 1996 and
1997 and March 31, 1998, respectively... 83,500 83,500 83,500
Retained earnings........................ 1,154,990 1,511,596 1,577,400
Treasury stock, 36,312, 40,987 and 43,039
shares at cost at December 31, 1996 and
1997 and March 31, 1998, respectively... (188,759) (213,396) (246,359)
Common stock held by ESOP, subject to put
(note 4)................................ (926,469) (1,026,862) (987,115)
---------- ---------- ----------
Total shareholders' equity............. 123,262 354,838 427,426
---------- ---------- ----------
Total liabilities and shareholders'
equity................................ $1,708,627 $2,042,461 $1,804,437
========== ========== ==========

See accompanying notes to financial statements.

F-88

ACCESS STAFFING INC.

STATEMENTS OF OPERATIONS

YEARS ENDED THREE MONTHS ENDED
DECEMBER 31, MARCH 31,
--------------------- ---------------------
1996 1997 1997 1998
---------- ---------- ---------- ----------
(UNAUDITED)

Revenues from services............. $8,866,850 $8,557,510 $2,233,521 $1,915,757
Cost of services................... 6,744,659 6,425,407 1,727,055 1,404,364
---------- ---------- ---------- ----------
Gross profit..................... 2,122,191 2,132,103 506,466 511,393
Selling, general and administrative
expense........................... 1,457,384 1,554,765 335,428 394,295
---------- ---------- ---------- ----------
Operating income................. 664,807 577,338 171,038 117,098
Interest expense................... 4,336 911 -- --
Other income....................... 63,916 32,906 10,705 8,286
---------- ---------- ---------- ----------
Income before income tax expense. 724,387 609,333 181,743 125,384
Income tax expense................. 296,134 252,727 85,674 59,580
---------- ---------- ---------- ----------
Net income....................... $ 428,253 $ 356,606 $ 96,069 $ 65,804
========== ========== ========== ==========

See accompanying notes to financial statements.

F-89

ACCESS STAFFING INC.

STATEMENTS OF SHAREHOLDERS' EQUITY

COMMON STOCK HELD
BY ESOP, SUBJECT TO
COMMON STOCK PUT
--------------- RETAINED TREASURY --------------------
SHARES AMOUNT EARNINGS STOCK SHARES AMOUNT TOTAL
------- ------- ---------- --------- ------- ----------- --------

Balance, December 31,
1995................... 296,000 $83,500 $ 726,737 $ (5,230) (92,511) $ (487,533) $317,474
Net income.............. -- -- 428,253 -- -- -- 428,253
Change in value of
common stock subject to
put.................... -- -- -- -- -- (622,465) (622,465)
Repurchase of ESOP
shares................. -- -- -- (183,529) 34,823 183,529 --
------- ------- ---------- --------- ------- ----------- --------
Balance, December 31,
1996................... 296,000 83,500 1,154,990 (188,759) (57,688) (926,469) 123,262
Net income.............. -- -- 356,606 -- -- -- 356,606
Change in value of
common stock subject to
put.................... -- -- -- -- -- (125,030) (125,030)
Repurchase of ESOP
shares................. -- -- -- (24,637) 4,675 24,637 --
------- ------- ---------- --------- ------- ----------- --------
Balance, December 31,
1997................... 296,000 83,500 1,511,596 (213,396) (53,013) (1,026,862) 354,838
Net income (unaudited).. -- -- 65,804 -- -- -- 65,804
Change in value of
common stock subject to
put (unaudited)........ -- -- -- -- -- 6,784 6,784
Repurchase of ESOP
shares (unaudited)..... -- -- -- (32,963) 2,052 32,963 --
------- ------- ---------- --------- ------- ----------- --------
Balance, March 31, 1998
(unaudited)............ 296,000 $83,500 $1,577,400 $(246,359) (50,961) $ (987,115) $427,426
======= ======= ========== ========= ======= =========== ========

See accompanying notes to financial statements.

F-90

ACCESS STAFFING INC.

STATEMENTS OF CASH FLOWS

YEARS ENDED THREE MONTHS ENDED
DECEMBER 31, MARCH 31,
--------------------- --------------------
1996 1997 1997 1998
--------- ---------- -------- ----------
(UNAUDITED)

Cash flows from operating
activities:
Net income........................ $ 428,253 $ 356,606 $ 96,069 $ 65,804
Adjustments to reconcile net
income to net cash provided by
(used in) operating activities:
Depreciation..................... 31,342 41,307 4,300 6,000
Change in operating assets and
liabilities:
Trade accounts receivable....... (52,023) 187,097 138,294 5,297
Prepaid expenses and other
assets......................... 10,284 (2,566) 5,376 (6,281)
Cash surrender value of life
insurance...................... (13,121) (72,388) -- 1,192
Accounts payable and accrued
liabilities.................... 98,032 (54,971) (30,054) 18,476
Accrued income taxes............ 178,786 137,060 129,666 (281,488)
Deferred tax provision.......... 97,348 (63,919) (43,991) (7,403)
--------- ---------- -------- ----------
Net cash provided by (used in)
operating activities.......... 778,901 528,226 299,660 (198,403)
--------- ---------- -------- ----------
Cash flows from investing
activities--
purchase of property and
equipment........................ (39,312) (81,968) (35,484) --
--------- ---------- -------- ----------
Cash flows from financing
activities--
repurchase of stock from ESOP..... (183,529) (24,637) -- (32,963)
--------- ---------- -------- ----------
Net change in cash and cash
equivalents....................... 556,060 421,621 264,176 (231,366)
Cash and cash equivalents at
beginning of period............... 77,761 633,821 633,821 1,055,442
--------- ---------- -------- ----------
Cash and cash equivalents at end of
period............................ $ 633,821 $1,055,442 $897,997 $ 824,076
========= ========== ======== ==========
Supplemental disclosure of cash
flow information:
Cash paid for interest............ $ 4,336 $ -- $ -- $ --
========= ========== ======== ==========
Cash paid for taxes............... $ -- $ 193,871 $ -- $ 360,000
========= ========== ======== ==========

See accompanying notes to financial statements.

F-91

ACCESS STAFFING INC.

NOTES TO FINANCIAL STATEMENTS

(1) BUSINESS AND ORGANIZATION

Nature of Operations

Access Staffing Inc. (the Company), incorporated in the state of California
in 1971, provides temporary personnel to business, professional service
organizations, health care facilities and government agencies located
primarily in Northern California.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

Use of Estimates

The Company provides for workers' compensation insurance, health insurance
and unemployment taxes related to its employees. A deterioration in claims
experience could result in increased costs to the Company in the future. The
Company has recorded an estimate of any existing liabilities under these
programs at each balance sheet date. The Company's future costs could also
increase if there are any material changes in government regulations related
to employment law or employee benefits.

Cash and Cash Equivalents

Cash and cash equivalents include bank deposits and short-term investments
with original maturities of three months or less when purchased.

Trade Accounts Receivable--Credit Risk

The Company operates primarily in the financial service and healthcare
industry. The Company's ability to collect amounts due from customers could be
affected by economic fluctuations in its markets or these industries.

Property and Equipment

F-92

ACCESS STAFFING INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
depreciation applicable thereto are eliminated from the accounts and the
resulting gain or loss is reflected in operations.

Income Taxes

The Company has adopted the asset and liability method of accounting for
income taxes in accordance with Statement of Financial Accounting Standards
(SFAS) No. 109, Accounting for Income Taxes. Deferred income taxes are
recognized for temporary differences between financial statement and income
tax bases of assets and liabilities and net operating loss carryforwards, and
is measured using enacted tax rates expected to apply to taxable income in
years in which the temporary differences are expected to be recovered or
settled.

Revenue and Cost Recognition

The Company's revenues consist primarily of service fees paid by its clients
under client service agreements. The Company accounts for service fees and the
related direct payroll costs using the accrual method of accounting. Under the
accrual method, service fees relating to worksite employees with earned but
unpaid wages at the end of each period are recognized as unbilled revenues and
the related direct payroll costs for such wages are accrued as a liability
during the period in which wages are earned by the worksite employees.
Subsequent to the end of each period, such wages are paid and the related
service fees are billed.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, receivables and accounts
payable approximate their fair values due to the short-term maturities of
these instruments.

(3) PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

DECEMBER 31,
----------------- MARCH 31,
1996 1997 1998
-------- -------- -----------
(UNAUDITED)

Furniture and fixtures...................... $ 79,249 $ 91,349 $ 91,349
Computers................................... 124,081 165,317 165,317
-------- -------- --------
203,330 256,666 256,666
Less--accumulated depreciation.............. 175,725 204,705 210,705
-------- -------- --------
$ 27,605 $ 51,961 $ 45,961
======== ======== ========

(4) EMPLOYEE STOCK OWNERSHIP PLAN

Access Staffing Inc. Employee Stock Ownership Plan (ESOP) is a defined
contribution plan which covers all employees as of the first of the following
month in which the employee has completed 1,000 hours of service and has
worked a period of 12 consecutive months.

In 1990, the ESOP borrowed $1,000,000 from a bank, in the form of a seven-
year loan. The ESOP used the proceeds of the loan to purchase 94,000 (31.76%)
shares of common stock of the Company directly from existing

F-93

ACCESS STAFFING INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
shareholders, which were utilized to guarantee the loan. The loan was repaid
in 1996. Interest expense incurred on such debt in 1996 was $4,336.

Prior to December 31, 1996, the guaranteed ESOP borrowing was reflected as a
liability on the Company's balance sheet, with an offsetting amount recorded
as reduction to common stock held by ESOP, subject to put. As the Company made
contributions to the ESOP, these contributions were used to repay the loan. As
the principal amount of the loan was repaid, the contra account included in
common stock held by ESOP, subject to put was reduced.

The Company recorded $140,000 of ESOP compensation expense during 1996,
utilizing the shares allocated method, related to the Company's 1996 ESOP
contribution. The Company did not make any contributions to the ESOP during
1997.

In 1996, the Company agreed to repurchase 39,498 shares of common stock held
by the ESOP at $5.27 per share, which represents the latest fair value per the
annual appraisal. During 1996 the repurchase of 34,823 of these shares was
finalized with the repurchase of the remaining 4,675 shares completed in 1997.
In accordance with the terms of the ESOP, all of these shares were repurchased
at the 1995 appraised fair value. At December 31, 1997 the ESOP owned 53,013
shares, all of which were allocated to participants.

In accordance with the requirements of the ESOP, the Company is required to
repurchase any vested shares at the current fair value. As of December 31,
1997, there were approximately 18,000 shares vested with an estimated fair
value of $19.37 per share, based on an independent appraisal.

The shares of the Company's common stock owned by the ESOP are classified
outside of shareholders' equity because of the put feature explained in the
preceding paragraph. Such shares are valued based on the estimated fair value,
as determined by independent appraisal, at the balance sheet date. Changes in
such estimated fair value are recorded directly to shareholders' equity. The
ESOP will be terminated in conjunction with the transaction with Work
International as discussed in note 9.

(5) EMPLOYEE BENEFIT PLAN

The Company has the Access Staffing, Inc. 401(k) Plan. Employees with 1,000
hours of service in a plan year may participate in the Plan. Employees may
elect to contribute up to the lesser of 15% of compensation or the maximum
allowable under the Internal Revenue Code, as defined. The Company may make
discretionary contributions to the Plan. During 1996 and 1997, the Company did
not make any contributions to the Plan.

F-94

ACCESS STAFFING INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(6) INCOME TAXES

Income tax (benefit) expense consisted of the following components:

YEARS ENDED THREE MONTHS
DECEMBER 31, ENDED MARCH 31,
----------------- -----------------
1996 1997 1997 1998
-------- -------- -------- -------
(UNAUDITED)

Current:
Federal................................. $140,907 $248,686 $102,910 $53,161
State................................... 57,879 67,960 26,755 13,822
-------- -------- -------- -------
198,786 316,646 129,665 66,983
-------- -------- -------- -------
Deferred:
Federal................................. 90,515 (56,762) (32,349) (8,131)
State................................... 6,833 (7,157) (11,642) 728
-------- -------- -------- -------
97,348 (63,919) (43,991) (7,403)
-------- -------- -------- -------
Total................................. $296,134 $252,727 $ 85,674 $59,580
======== ======== ======== =======

Income tax expense differs from amounts computed by applying the statutory
rate to income before income tax expense as follows:

YEARS ENDED THREE MONTHS
DECEMBER 31, ENDED MARCH 31,
------------------ ---------------
1996 1997 1997 1998
-------- -------- ------- -------
(UNAUDITED)

Income tax expense at the statutory rate... $246,292 $207,173 $61,793 $42,631
Increase (decrease) resulting from:
State income tax, net of benefit for
federal deduction....................... 42,710 40,130 17,659 9,123
Nondeductible expenses................... 16,890 23,006 -- 3,848
Other.................................... (9,758) (17,582) 6,222 3,978
-------- -------- ------- -------
$296,134 $252,727 $85,674 $59,580
======== ======== ======= =======

The net deferred tax assets and liabilities are comprised of the following:

DECEMBER 31,
----------------- MARCH 31,
1996 1997 1998
-------- -------- -----------
(UNAUDITED)

Deferred income tax assets--accrued expenses...... $ 70,017 $ 80,429 $ 89,069
-------- -------- ---------
Deferred income tax liabilities:
Property and equipment.......................... 9,028 16,187 16,187
Accounts receivable............................. 292,237 228,624 226,823
Prepaid expenses and other...................... 7,536 7, 053 8,913
State taxes..................................... 65,314 52,439 53,167
-------- -------- ---------
Total......................................... 374,115 304,303 305,090
-------- -------- ---------
Net deferred income tax liabilities............... $304,098 $223,874 $ 216,021
======== ======== =========

F-95

ACCESS STAFFING INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(7) LEASES

The Company leases office space under noncancelable lease agreements
accounted for as operating leases. Rental expense for operating leases (except
those with lease terms of a month or less that were not renewed) for the years
ended December 31, 1996 and 1997 was approximately $59,161 and $92,805,
respectively.

Future minimum lease payments under noncancelable operating leases as of
December 31, 1997 are:

YEAR ENDING DECEMBER 31,
------------------------

1998.......................................................... $104,849
1999.......................................................... 77,068
2000.......................................................... 43,150
2001.......................................................... 41,800
2002.......................................................... 7,013
--------
Total minimum lease payments................................ $273,880
========

(8) SIGNIFICANT CUSTOMERS

One customer accounted for approximately 15.8% of the Company's 1996
revenues. During 1997, three customers accounted for approximately 21.8%,
18.5% and 17.1%, respectively, of the Company's revenue. The loss of these
customers could have a material adverse impact on the operations of the
Company.

(9) SUBSEQUENT EVENT (UNAUDITED)

In July 1998, the Company and its shareholders signed a definitive agreement
with Work International Corporation (Work International), pursuant to which
all shares of the Company will be exchanged for cash and shares of Work
International's common stock concurrent with and as a condition of the
consummation of an initial public offering of the common stock of Work
International. In conjunction with this transaction, the Employee Stock
Ownership Plan as discussed in note 4 will be terminated.

F-96

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Task Management, Inc.:

We have audited the accompanying balance sheets of Task Management, Inc. as
of December 31, 1996 and 1997, and the related statements of operations and
retained earnings and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Task Management, Inc. at
December 31, 1996 and 1997, and the results of its operations and its cash
flows for the years then ended, in conformity with generally accepted
accounting principles.

KPMG Peat Marwick LLP

Houston, Texas
May 22, 1998

F-97

TASK MANAGEMENT, INC.

BALANCE SHEETS

DECEMBER 31,
--------------------- MARCH 31,
ASSETS 1996 1997 1998
------ ---------- ---------- -----------
(UNAUDITED)

Current assets:
Cash...................................... $ 422,589 $ 707 $ 334,543
Accounts receivable less allowance for
doubtful accounts of $43,000 in 1997 and
1998..................................... 1,146,626 1,067,257 987,938
---------- ---------- ----------
Total current assets.................... 1,569,215 1,067,964 1,322,481
Furniture and equipment, net................ 21,849 16,839 25,006
Loans receivable--officers.................. -- -- 207,761
Other....................................... 833 833 833
---------- ---------- ----------
Total assets............................ $1,591,897 $1,085,636 $1,556,081
========== ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
------------------------------------
Current liabilities:
Accounts payable.......................... $ 93,106 $ 314,643 $ 328,055
Accrued payroll and payroll taxes......... 281,620 216,807 441,965
Income taxes payable...................... 549,500 1,030,700 1,050,700
Deferred income taxes..................... 329,600 -- --
---------- ---------- ----------
Total liabilities....................... 1,253,826 1,562,150 1,820,720
---------- ---------- ----------
Stockholders' equity (deficit):
Common stock, $1.00 par value; 1,000
shares authorized; 1,000 shares issued
and outstanding.......................... 1,000 1,000 1,000
Additional paid in capital................ 4,000 4,000 4,000
Retained earnings (deficit)............... 333,071 (481,514) (269,639)
---------- ---------- ----------
Total stockholders' equity (deficit).... 338,071 (476,514) (264,639)
---------- ---------- ----------
$1,591,897 $1,085,636 $1,556,081
========== ========== ==========

See accompanying notes to financial statements.

F-98

TASK MANAGEMENT, INC.

STATEMENTS OF OPERATIONS AND RETAINED EARNINGS

YEARS ENDED THREE MONTHS
DECEMBER 31, ENDED MARCH 31,
--------------------- ---------------------
1996 1997 1997 1998
---------- ---------- ---------- ----------
(UNAUDITED)

Revenues:
Service fees................... $4,651,835 $5,528,094 $1,577,042 $1,686,333
Permanent placement fees....... 587,010 738,952 224,964 225,000
---------- ---------- ---------- ----------
Revenues from services....... 5,238,845 6,267,046 1,802,006 1,911,333
Cost of services................. 3,431,201 4,118,973 1,174,976 1,219,784
---------- ---------- ---------- ----------
Gross profit................. 1,807,644 2,148,073 627,030 691,549
Selling, general and
administrative expenses......... 1,085,531 2,830,096 408,640 460,295
---------- ---------- ---------- ----------
Operating income (loss)...... 722,113 (682,023) 218,390 231,254
Interest income, net............. 7,812 19,288 6,929 871
---------- ---------- ---------- ----------
Income (loss) before income
tax expense................. 729,925 (662,735) 225,319 232,125
Income tax expense............... 548,550 151,850 115,100 20,250
---------- ---------- ---------- ----------
Net income (loss)............ 181,375 (814,585) 110,219 211,875
Retained earnings (deficit),
beginning of period............. 151,696 333,071 333,071 (481,514)
---------- ---------- ---------- ----------
Retained earnings (deficit), end
of period....................... $ 333,071 $ (481,514) $ 443,290 $ (269,639)
========== ========== ========== ==========

See accompanying notes to financial statements.

F-99

TASK MANAGEMENT, INC.

STATEMENTS OF CASH FLOWS

YEARS ENDED THREE MONTHS ENDED
DECEMBER 31, MARCH 31,
-------------------- -------------------
1996 1997 1997 1998
--------- --------- -------- ---------
(UNAUDITED)

Cash flows from operating
activities:
Net income (loss)................. $ 181,375 $(814,585) $110,219 $ 211,875
Adjustments to reconcile net
income (loss) to net cash
provided by (used in) operating
activities:
Noncash charges and credits:
Depreciation and amortization. 6,141 6,950 1,737 1,600
Deferred income taxes......... 302,500 (329,600) (79,700) --
Changes in assets and
liabilities:
Accounts receivable........... (783,836) 79,369 (63,256) 79,319
Accounts payable.............. 22,648 221,537 236,509 13,412
Accrued payroll and payroll
taxes........................ 41,805 (64,813) 3,562 225,158
Income taxes payable.......... 245,800 481,200 194,800 20,000
--------- --------- -------- ---------
Net cash provided by (used
in) operating activities... 16,433 (419,942) 403,871 551,364
--------- --------- -------- ---------
Cash flows from investing
activities:
Payments for purchase of furniture
and equipment.................... (9,599) (1,940) -- (9,767)
Loans receivable--officers........ -- -- (50,320) (207,761)
--------- --------- -------- ---------
Net cash used in investing
activities................. (9,599) (1,940) (50,320) (217,528)
--------- --------- -------- ---------
Cash flows from financing
activities:
Repayment of notes payable........ (100,000) -- -- --
--------- --------- -------- ---------
Net increase (decrease) in cash..... (93,166) (421,882) 353,551 333,836
Cash at beginning of period......... 515,755 422,589 422,589 707
--------- --------- -------- ---------
Cash at end of period............... $ 422,589 $ 707 $776,140 $ 334,543
========= ========= ======== =========
Cash paid during the period for:
Income taxes...................... $ 250 $ 250 $ -- $ 250
========= ========= ======== =========
Interest.......................... $ 5,923 $ 1,840 $ 156 $ --
========= ========= ======== =========

See accompanying notes to financial statements.

F-100

TASK MANAGEMENT, INC.

NOTES TO FINANCIAL STATEMENTS

(1) BUSINESS AND ORGANIZATION

Nature of Operation

Task Management, Inc. (the "Company") was incorporated as a C corporation in
Connecticut on July 1, 1990. Beginning July 1, 1997, the Company elected to be
treated as a subchapter S corporation for federal tax purposes. The Company's
principal business is to provide temporary and permanent information
technology personnel to businesses located principally in the northeastern
United States.

(2)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

Use of Estimates

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect amounts reported and disclosed in the financial
statements and related notes. Actual results could differ from those
estimates.

Cash

For purposes of the statements of cash flows, the Company considers all
highly liquid investments with original maturities of ninety days or less to
be cash.

Trade Accounts Receivable--Credit Risk

Furniture and Equipment

Furniture and equipment are stated at cost less accumulated depreciation.
Depreciation is calculated using the straight-line method over the estimated
useful lives of the assets, which range from three to seven years. Maintenance
and repairs are charged to expense as incurred.
Income Taxes

Effective July 1, 1997, the Company elected to be taxed as an S Corporation
for federal income tax purposes. Income tax, therefore, became principally the
responsibility of the Company's shareholders as of that date except that Task
Management, Inc. may be subject to corporate-level tax on the net unrealized
built-in gain at July 1, 1997 that is realized during the ten-year period
after the conversion. The net unrealized built-in gain at

F-101

TASK MANAGEMENT, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
July 1, 1997 is the excess of the fair value of the Company's assets over the
aggregate adjusted tax bases of those assets. The taxable built-in gain is
that portion of the gain on the disposition of an asset during the ten-year
period subsequent to the conversion that is attributable to a difference
between the fair market value and the tax basis of the asset on the conversion
date. As the Company is a cash basis taxpayer, the excess of its accounts
receivable over its accounts payable and accrued liabilities also represents a
built-in taxable gain.

For periods prior to July 1, 1997, the Company was taxed as a C Corporation
and deferred tax assets and liabilities were recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities were measured using enacted tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.

Revenue and Cost Recognition

The Company's revenues include service fees paid by its clients under client
service agreements. The Company accounts for service fees and the related
direct payroll costs using the accrual method of accounting. Under the accrual
method, service fees relating to worksite employees with earned but unpaid
wages at the end of each period are recognized as unbilled revenues and the
related direct payroll costs for such wages are accrued as a liability during
the period in which wages are earned by the worksite employees. Subsequent to
the end of each period, such wages are paid and the related service fees are
billed.

Permanent placement fees are recognized when the employment offer and
acceptance has occurred and the candidate's start date has been established.
Revenues from permanent placements are reported in the statements of
operations net of estimated adjustments due to placed candidates that
terminate employment within the Company's guarantee period (generally 30-90
days). The net adjustment in each of the periods presented is immaterial.

Gross Profit

Gross profit is determined by deducting the direct costs of services for
temporary staffing revenues (temporary and contract personnel payroll, payroll
taxes and insurance costs) from total service revenues. The primary costs
associated with permanent placement revenues are sales commissions, which
increase in proportion with service revenue from permanent placement.
Consistent with industry practice, these costs are included in selling,
general and administrative expenses.

Fair Value of Financial Instruments

The carrying amounts of cash, receivables and accounts payable approximate
their fair values due to the short-term maturities of these instruments.

F-102

TASK MANAGEMENT, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(3)FURNITURE AND EQUIPMENT

Furniture and equipment consists of the following:

DECEMBER 31,
---------------
MARCH 31,
1996 1997 1998
------- ------- -----------
(UNAUDITED)

Furniture..................................... $11,228 $13,168 $13,168
Office equipment.............................. 32,091 32,091 41,858
------- ------- -------
43,319 45,259 55,026
Less accumulated depreciation................. 21,470 28,420 30,020
------- ------- -------
$21,849 $16,839 $25,006
======= ======= =======

(4)SHORT-TERM DEBT

On April 22, 1998, the Company renewed a credit facility with a financial
institution which provides for borrowings up to $1,000,000, an increase of
$500,000 from the previous credit facility. Under the credit facility, the
Company pays interest at the bank's prime rate on any outstanding balance. The
prime rate of interest was 8.25% and 8.50% at December 31, 1996 and 1997,
respectively. At December 31, 1996 and 1997, the Company had no borrowings
under this credit facility. This credit line expires on April 30, 2002.

(5) INCOME TAXES

Income tax expense consists of:

YEARS ENDED THREE MONTHS
DECEMBER 31, ENDED MARCH 31,
------------------ -----------------
1996 1997 1997 1998
-------- --------- -------- -------
(UNAUDITED)

Current:
Federal................................ $212,200 $ 383,600 $170,300 $ --
State and local, net of federal
benefit............................... 33,850 97,850 24,500 20,250
-------- --------- -------- -------
246,050 481,450 194,800 20,250
-------- --------- -------- -------
Deferred:
Federal................................ 244,300 (266,800) (64,500) --
State and local, net of federal
benefit............................... 58,200 (62,800) (15,200) --
-------- --------- -------- -------
302,500 (329,600) (79,700) --
-------- --------- -------- -------
$548,550 $ 151,850 $115,100 $20,250
======== ========= ======== =======

F-103

TASK MANAGEMENT, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Income tax expense differed from the amounts computed by applying the U.S.
federal income tax rate of 34% to income (loss) before income tax expense as a
result of the following:

YEARS ENDED THREE MONTHS
DECEMBER 31, ENDED MARCH 31,
------------------ ----------------
1996 1997 1997 1998
-------- --------- -------- -------
(UNAUDITED)

Computed "expected" tax expense (benefit). $248,200 $(225,300) $ 76,600 $ --
Increase in income taxes resulting from:
Permanent differences................... 1,350 -- -- --
State taxes, net of federal benefit..... 92,050 35,050 9,300 20,000
Reversal of income taxes and income tax
benefit due to election of S
corporation status..................... -- 225,300
Other additional accrued tax items...... 206,950 116,800 29,200 250
-------- --------- -------- -------
$548,550 $ 151,850 $115,100 $20,250
======== ========= ======== =======

At December 31, 1996, temporary differences and related deferred taxes
resulted primarily from the tax effect of filing the Company's income tax
returns using the cash basis of accounting whereas these financial statements
are prepared on an accrual basis. There are no deferred taxes as of December
31, 1997 as a result of the Company's election to be taxed as an S
corporation.

(6) LEASES

The Company leases office space under operating leases with expiration dates
through 1999. No assets were held under capital leases at December 31, 1996 or
1997.

Future minimum lease payments under all non-cancelable operating leases at
December 31, 1997:

YEAR ENDING DECEMBER 31,
------------------------

1998........................................................... $13,937
1999........................................................... 1,515
-------
Total minimum lease payments................................. $15,452
=======

Rent expense under all operating leases was $14,507 and $11,733 in 1996 and
1997, respectively.

(7)CONTINGENCIES

In the ordinary course of its business, the Company has been involved in
various lawsuits, including claims related to the actions of its clients and
its employees. Management believes that the ultimate resolution of such claims
will not have a materially adverse effect on the Company's financial position,
results of operations or liquidity.

(8)BUSINESS AND CREDIT CONCENTRATIONS

Most of the Company's customers are located in the Metropolitan New York
Tri-State area. One customer accounted for $983,000 of revenues in 1997
representing approximately 16% of total revenues.

(9) SUBSEQUENT EVENT (UNAUDITED)

In July 1998, the Company and its stockholders signed a definitive agreement
with Work International Corporation (Work International), pursuant to which
all shares of the Company will be exchanged for cash and shares of Work
International's common stock concurrent with and as a condition of the
consummation of an initial public offering of the common stock of Work
International.

F-104

INDEPENDENT AUDITORS' REPORT

The Board of Directors
WSI Personnel Services, Inc.:

We have audited the accompanying balance sheets of WSI Personnel Services,
Inc. as of December 31, 1996 and 1997, and the related statements of
operations, shareholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of WSI Personnel Services,
Inc. as of December 31, 1996 and 1997, and the results of its operations and
its cash flows for each of the years in the three-year period ended December
31, 1997, in conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

Houston, Texas
March 27, 1998

F-105

WSI PERSONNEL SERVICES, INC.

BALANCE SHEETS

DECEMBER 31,
-------------------- MARCH 31,
ASSETS 1996 1997 1998
------ -------- ---------- -----------
(UNAUDITED)

Current assets:
Cash and cash equivalents.................. $ 5,932 $ 68,836 $ 45,638
Trade accounts receivable, net of allowance
of $32,571 in 1996, $91,000 in 1997, and
$96,363 in 1998, respectively............. 667,912 943,541 966,425
Prepaid expenses and other assets.......... 3,725 2,121 1,651
-------- ---------- ----------
Total current assets..................... 677,569 1,014,498 1,013,714
Property and equipment, net.................. 28,531 37,003 41,718
Loan to officer.............................. 17,778 17,778 17,778
-------- ---------- ----------
Total assets............................. $723,878 $1,069,279 $1,073,210
======== ========== ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------

Current liabilities:
Line of credit............................. $ 94,000 $ 185,000 $ --
Accrued income taxes....................... -- -- 58,107
Deferred tax liability..................... 220,579 194,527 136,420
Accounts payable and accrued liabilities... 86,813 102,679 125,299
-------- ---------- ----------
Total current liabilities................ 401,392 482,206 319,826
-------- ---------- ----------
Shareholders' equity:
Common stock, no par value; 100,000 shares
authorized, 2,000 shares issued and 1,800
shares outstanding........................ 2,094 2,094 2,094
Treasury stock, at cost, 200 shares held... (22,222) (22,222) (22,222)
Retained earnings.......................... 342,614 607,201 773,512
-------- ---------- ----------
Total shareholders' equity............... 322,486 587,073 753,384
-------- ---------- ----------
Total liabilities and shareholders'
equity.................................. $723,878 $1,069,279 $1,073,210
======== ========== ==========

See accompanying notes to financial statements.

F-106

WSI PERSONNEL SERVICES, INC.

STATEMENTS OF OPERATIONS

Revenues:
Service fees.......... $2,073,667 $3,947,318 $5,635,273 $1,195,045 $1,533,334
Permanent placement
fees................. 76,659 52,459 93,018 15,066 17,873
---------- ---------- ---------- ---------- ----------
Revenues from
services........... 2,150,326 3,999,777 5,728,291 1,210,111 1,551,207
Cost of services........ 1,533,980 2,813,410 3,872,283 834,039 1,059,546
---------- ---------- ---------- ---------- ----------
Gross profit........ 616,346 1,186,367 1,856,008 376,072 491,661
Selling, general and
administrative
expenses............... 549,134 945,633 1,623,622 206,200 326,579
---------- ---------- ---------- ---------- ----------
Operating income.... 67,212 240,734 232,386 169,872 165,082
Other income (expense),
net.................... 2,356 2,240 6,149 (6,327) 1,229
---------- ---------- ---------- ---------- ----------
Income before income
taxes.............. 69,568 242,974 238,535 163,545 166,311
Income tax expense
(benefit).............. 26,606 95,437 (26,052) (26,052) --
---------- ---------- ---------- ---------- ----------
Net income.......... $ 42,962 $ 147,537 $ 264,587 $ 189,597 $ 166,311
========== ========== ========== ========== ==========

See accompanying notes to financial statements.

F-107

WSI PERSONNEL SERVICES, INC.

STATEMENTS OF SHAREHOLDERS' EQUITY

COMMON TREASURY RETAINED
STOCK STOCK EARNINGS TOTAL
------ -------- -------- --------

Balance, December 31, 1994................... $2,094 $(22,222) $152,115 $131,987
Net income................................... -- -- 42,962 42,962
------ -------- -------- --------
Balance, December 31, 1995................... 2,094 (22,222) 195,077 174,949
Net income................................... -- -- 147,537 147,537
------ -------- -------- --------
Balance, December 31, 1996................... 2,094 (22,222) 342,614 322,486
Net income................................... -- -- 264,587 264,587
------ -------- -------- --------
Balance, December 31, 1997................... 2,094 (22,222) 607,201 587,073
Net income (unaudited)....................... -- -- 166,311 166,311
------ -------- -------- --------
Balance, March 31, 1998 (unaudited).......... $2,094 $(22,222) $773,512 $753,384
====== ======== ======== ========

See accompanying notes to financial statements.

F-108

WSI PERSONNEL SERVICES, INC.

STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, MARCH 31,
------------------------------ -------------------
1995 1996 1997 1997 1998
-------- --------- --------- -------- ---------
(UNAUDITED)

Cash flows from operating
activities:
Net income.............. $ 42,962 $ 147,537 $ 264,587 $189,597 $ 166,311
Adjustments to reconcile
net income to net cash
provided by (used in)
operating activities:
Depreciation.......... 5,374 7,611 10,485 2,028 2,682
Provision for deferred
income taxes......... 26,606 95,437 (26,052) (92,547) (58,107)
Change in operating
assets and
liabilities:
Trade accounts
receivable.......... (41,533) (326,401) (275,629) 489 (22,884)
Prepaid expenses and
other assets........ (567) (2,600) 1,605 4,830 470
Accrued income taxes. -- -- -- 66,495 58,107
Accounts payable and
accrued liabilities. (2,468) 52,385 15,865 26,080 22,620
-------- --------- --------- -------- ---------
Net cash provided by
(used in) operating
activities......... 30,374 (26,031) (9,139) 196,972 169,199
-------- --------- --------- -------- ---------
Cash flows from investing
activities:
Purchase of property and
equipment.............. (9,704) (16,785) (18,957) (3,501) (7,397)
-------- --------- --------- -------- ---------
Cash flows from financing
activities:
Bank overdraft.......... 36,405 (36,405) -- -- --
Proceeds (repayments)
associated with line of
credit, net............ (55,000) 79,000 91,000 (94,000) (185,000)
-------- --------- --------- -------- ---------
Net cash provided by
(used in) financing
activities......... (18,595) 42,595 91,000 (94,000) (185,000)
-------- --------- --------- -------- ---------
Net increase (decrease) in
cash and cash
equivalents.............. 2,075 (221) 62,904 99,471 (23,198)
Cash and cash equivalents
at beginning of period... 4,078 6,153 5,932 5,932 68,836
-------- --------- --------- -------- ---------
Cash and cash equivalents
at end of period......... $ 6,153 $ 5,932 $ 68,836 $105,403 $ 45,638
======== ========= ========= ======== =========
Supplemental disclosure of
cash flow information -
cash paid for interest... $ 1,595 $ 1,126 $ 1,328 $ 1,275 $ 682
======== ========= ========= ======== =========

See accompanying notes to combined financial statements.

F-109

WSI PERSONNEL SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS

(1) BUSINESS AND ORGANIZATION

Nature of Operations

WSI Personnel Services, Inc. (the Company), incorporated in the state of
Colorado, provides clerical and technical temporary and permanent personnel to
health care organizations, professional service organizations, and government
agencies located primarily in the metropolitan Denver area.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

Use of Estimates

Cash and Cash Equivalents

Cash and cash equivalents include bank deposits and short-term investments
with original maturities of three months or less when purchased.

Trade Accounts Receivable--Credit Risk

The Company operates primarily in the healthcare industry. The Company's
ability to collect amounts due from customers could be affected by adverse
economic fluctuations in its Metropolitan Denver market or this industry.

Property and Equipment

F-110

WSI PERSONNEL SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
depreciation applicable thereto are eliminated from the accounts and the
resulting gain or loss is reflected in operations.

Income Taxes

Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

On January 1, 1997, the Company elected to be taxed as an S corporation and
accordingly all tax attributes of the Company pass through to its
shareholders, except for income taxes attributable to the difference between
the fair market value of the Company's assets and the tax basis of the assets
at the date of conversion to an S corporation (built-in-gain). Accordingly, a
provision for income taxes payable is required when any portion of the built-
in gain is recognized within ten years after the conversion. As a result of
the election, in 1997, the Company recognized a net tax benefit in the amount
of $26,052, which represents recognition of the gross deferred liability for
taxes payable on recognized built in gains net of the elimination of deferred
taxes recorded at December 31, 1996.

Revenue and Cost Recognition

The Company's revenues consist primarily of service fees paid by its clients
under client service agreements. In consideration for payment of such service
fees, the Company agrees to pay the following direct costs associated with the
worksite employees: (a) salaries and wages, (b) employment related taxes and
(c) workers' compensation insurance premiums. The Company accounts for service
fees and the related direct payroll costs using the accrual method of
accounting. Under the accrual method, service fees relating to worksite
employees with earned but unpaid wages at the end of each period are
recognized as unbilled revenues and the related direct payroll costs for such
wages are accrued as a liability during the period in which wages are earned
by the worksite employees. Subsequent to the end of each period, such wages
are paid and the related service fees are billed.

Permanent placement fees are recognized when the employment offer and
acceptance has occurred and the candidate's start date has been established.
Revenues from permanent placements are reported in the statements of
operations net of estimated adjustments due to placed candidates that
terminate employment within the Company's guarantee period (generally 30-90
days). The net adjustment in each of the periods presented is immaterial.

Gross Profit

Gross profit is determined by deducting the direct cost of services for
temporary staffing revenues (temporary and contract personnel payroll, payroll
taxes and insurance costs) from total service revenues. The primary costs
associated with permanent placement revenues are sales commissions, which
increase in proportion with service revenue from permanent placements.
Consistent with industry practice, these costs are included in selling,
general and administrative expenses.

F-111

WSI PERSONNEL SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, receivables and accounts
payable approximate their fair values due to the short-term maturities of
these instruments.

The fair value of the loan to officer (see note 8) could not be assessed
without incurring excessive costs due to the related party nature of the
instrument.

(3) PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

DECEMBER 31,
---------------
MARCH 31,
1996 1997 1998
------- ------- -----------
(UNAUDITED)

Furniture and fixtures.............................. $ 6,887 $12,778 $12,778
Office equipment.................................... 44,958 56,810 64,207
------- ------- -------
51,845 69,588 76,985
Less--accumulated depreciation...................... 23,314 32,585 35,267
------- ------- -------
$28,531 $37,003 $41,718
======= ======= =======

(4) LINE OF CREDIT

The Company maintains a revolving line of credit that allows for borrowings
of up to $200,000. Borrowings made under this arrangement bear interest at
prime plus 1% (9.5% at December 31, 1997). The line is secured by
substantially all of the business assets. The line is guaranteed by the
shareholders of the Company. The agreement was renegotiated March 13, 1998 to
increase the borrowing limit to $250,000.

The weighted average interest rates for the years ended December 31, 1995,
1996 and 1997 were 8.5%, 8.3% and 8.5%, respectively.

(5) INCOME TAXES

See note 2 for discussion of the Company's election, effective January 1,
1997, to be treated as an S corporation.

F-112

WSI PERSONNEL SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Income tax expense (benefit) consists of:

CURRENT DEFERRED TOTAL
------- -------- --------

Year ended December 31, 1995:
U.S. federal..................................... $-- $ 23,111 $ 23,111
State and local.................................. -- 3,495 3,495
--- -------- --------
$-- $ 26,606 $ 26,606
=== ======== ========
Year ended December 31, 1996:
U.S. federal..................................... $-- $ 83,214 $ 83,214
State and local.................................. -- 12,223 12,223
--- -------- --------
$-- $ 95,437 $ 95,437
=== ======== ========
Year ended December 31, 1997:
U.S. federal..................................... $-- $(26,052) $(26,052)
State and local.................................. -- -- --
--- -------- --------
$-- $(26,052) $(26,052)
=== ======== ========

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities are presented
below.

DECEMBER 31,
-------------------- MARCH 31,
1996 1997 1998
--------- --------- -----------
(UNAUDITED)

Deferred tax assets:
Accounts payable principally due to
difference in accounting methods.......... $ 33,857 $ -- $ --
Net operating loss carryforwards........... 9,869 -- --
Other...................................... 7,281 -- --
--------- --------- ---------
Total gross deferred tax assets.............. 51,007 -- --
--------- --------- ---------
Less valuation allowance..................... -- -- --
--------- --------- ---------
Net deferred tax assets...................... 51,007 -- --
--------- --------- ---------
Deferred tax liabilities:
Accounts receivable, principally due to
difference in accounting methods.......... (260,486) -- --
Plant and equipment, principally due to
differences in depreciation............... (11,100) -- --
Built-in gains............................. -- (194,527) (136,420)
--------- --------- ---------
Total gross deferred tax liabilities......... (271,586) (194,527) (136,420)
--------- --------- ---------
Net deferred tax liability................... $(220,579) $(194,527) $(136,420)
========= ========= =========

The allocated tax expense differed from the amounts computed by applying the
U.S. federal tax rate of 34% in 1995 and 1996 to income before income taxes as
a result of the following:

YEARS ENDED
DECEMBER 31,
----------------
1995 1996
------- -------

Computed tax................................................... $23,653 $82,611
State taxes.................................................... 3,495 12,223
Other.......................................................... (542) 603
------- -------
$26,606 $95,437
======= =======

F-113

WSI PERSONNEL SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(6) LEASES

The Company leases office space under noncancelable lease agreements
accounted for as operating leases. Rental expense for operating leases for
years ended December 31, 1995, 1996 and 1997 was approximately $12,850,
$28,630 and $40,250, respectively. Rental expense for the three months ended
March 31, 1998 was $12,139 (unaudited).

Future minimum lease payments under noncancelable operating leases as of
December 31, 1997 are:

YEAR ENDING DECEMBER
--------------------

1998........................................................... $48,102
1999........................................................... 18,943
2000........................................................... 4,908
2001........................................................... 4,908
2002........................................................... 4,090
-------
Total minimum lease payments................................. $80,951
=======

(7) CONTINGENCIES

In the ordinary course of business the Company may be threatened with or
named as a defendant in a lawsuit, including claims related to the actions of
its clients and employees. The Company is not involved in any material
threatened or pending litigation at December 31, 1997.

(8) RELATED PARTY TRANSACTIONS

The Company has a note receivable from a shareholder totaling $17,778 at
December 31, 1996 and 1997. The note bears interest of 7.75% annually and is
due and payable on December 31, 1999.

The Company paid consulting fees to shareholders and affiliates totaling
$201,000, $285,000, $560,000 and $60,000 (unaudited) for the years ended
December 31, 1995, 1996 and 1997 and three months ended March 31, 1998,
respectively.

(9) SIGNIFICANT CUSTOMERS

The top ten customers represented approximately 25%, 33% and 33% of the
Company's revenues for 1995, 1996 and 1997, respectively. During the years
ended December 31, 1996 and 1997 and the three months ended March 31, 1998,
one customer accounted for approximately 9%, 11% and 27% (unaudited),
respectively, of the Company's revenues

(10) SUBSEQUENT EVENT (UNAUDITED)

In July 1998, the Company and its shareholders signed a definitive agreement
with Work International Corporation (Work International), pursuant to which
all shares of the Company will be exchanged for cash and shares of Work
International's common stock concurrent with and as a condition of the
consummation of an initial public offering of the common stock of Work
International.

F-114

INDEPENDENT AUDITORS' REPORT

The Boards of Directors
Core Personnel, Inc., and
Core Personnel of Arlington, Inc.:

We have audited the accompanying combined balance sheet of Core Personnel,
Inc. and Core Personnel of Arlington, Inc., as of December 31, 1997 and the
related combined statements of operations, shareholders' equity and cash flows
for the year then ended. These combined financial statements are the
responsibility of the Companies' managements. Our responsibility is to express
an opinion on these combined financial statements based on our audit.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of Core Personnel,
Inc. and Core Personnel of Arlington, Inc. as of December 31, 1997 and the
results of their operations and their cash flows for the year then ended, in
conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

Houston, Texas
March 30, 1998

F-115

CORE PERSONNEL, INC., AND
CORE PERSONNEL OF ARLINGTON, INC.

COMBINED BALANCE SHEETS

DECEMBER 31, MARCH 31,
ASSETS 1997 1998
------ ------------ -----------
(UNAUDITED)

Current assets:
Cash and cash equivalents........................... $ 42,374 $ 38,684
Trade accounts receivable, net of allowance of
$20,000............................................ 544,689 518,668
Available-for-sale securities, at fair value........ 200,992 321,992
Prepaid expenses and other assets................... 13,803 10,182
-------- --------
Total current assets.............................. 801,858 889,526
Property and equipment, net........................... 25,927 25,397
Loans receivable from shareholder..................... 55,334 52,859
-------- --------
Total assets...................................... $883,119 $967,782
======== ========

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------

Current liabilities:
Line of credit...................................... $ 25,282 $ 23,000
Note payable........................................ 4,530 234
Accounts payable.................................... 21,080 21,710
Accrued payroll and related taxes................... 77,485 71,119
Other current liabilities........................... 9,799 --
Current taxes payable............................... 40,614 62,705
Deferred tax liabilities............................ 193,227 204,738
-------- --------
Total current liabilities......................... 372,017 383,506
-------- --------
Shareholders' equity:
Core Personnel, Inc., common stock, $1 par value;
15,000 shares authorized, issued and outstanding... 15,000 15,000
Core Personnel of Arlington, Inc., common stock, $1
par value; 1,100 shares authorized; 1,000 shares
issued and outstanding............................. 1,000 1,000
Retained earnings................................... 487,751 560,925
Unrealized gains in value of available-for-sale
securities......................................... 7,351 7,351
-------- --------
Total shareholders' equity........................ 511,102 584,276
-------- --------
Total liabilities and shareholders' equity........ $883,119 $967,782
======== ========

See accompanying notes to combined financial statements.

F-116

CORE PERSONNEL, INC., AND
CORE PERSONNEL OF ARLINGTON, INC.

COMBINED STATEMENTS OF OPERATIONS

THREE MONTHS ENDED
YEAR ENDED MARCH 31,
DECEMBER 31, -------------------
1997 1997 1998
------------ -------- ----------
(UNAUDITED)

Revenues:
Service fees................................. $4,092,493 $912,123 $1,069,360
Permanent placement fees..................... 92,355 42,985 31,115
---------- -------- ----------
Revenues from services..................... 4,184,848 955,108 1,100,475
Cost of services............................... 2,995,419 680,965 783,002
---------- -------- ----------
Gross profit................................. 1,189,429 274,143 317,473
Selling, general and administrative expense.... 864,872 177,618 193,934
---------- -------- ----------
Operating income............................. 324,557 96,525 123,539
Interest expense............................... 3,392 1,802 630
Other expense.................................. 4,094 27 133
---------- -------- ----------
Income before income tax expense............. 317,071 94,696 122,776
Income tax expense............................. 113,167 33,797 49,602
---------- -------- ----------
Net income..................................... $ 203,904 $ 60,899 $ 73,174
========== ======== ==========

See accompanying notes to combined financial statements.

F-117

CORE PERSONNEL, INC., AND
CORE PERSONNEL OF ARLINGTON, INC.

COMBINED STATEMENTS OF SHAREHOLDERS' EQUITY

UNREALIZED
CORE GAINS
PERSONNEL OF (LOSSES)
ARLINGTON, IN VALUE
CORE PERSONNEL, INC. INC. COMMON OF
COMMON STOCK STOCK AVAILABLE-
-------------------- ------------- RETAINED FOR-SALE
SHARES AMOUNT SHARES AMOUNT EARNINGS SECURITIES TOTAL
-------------------- ------ ------ -------- ---------- --------

Balance, January 1,
1997................... 450 $ 450 550 $ 550 $298,847 $7,594 $307,441
Issuance of common
stock.................. 14,550 14,550 450 450 -- -- 15,000
Net income.............. -- -- -- 203,904 -- 203,904
Dividends............... -- -- -- -- (15,000) -- (15,000)
Unrealized loss on
investments............ -- -- -- -- -- (243) (243)
--------- ---------- ----- ------ -------- ------ --------
Balance, December 31,
1997................... 15,000 15,000 1,000 1,000 487,751 7,351 511,102
Net income (unaudited).. -- -- -- -- 73,174 -- 73,174
--------- ---------- ----- ------ -------- ------ --------
Balance, March 31, 1998
(unaudited)............ 15,000 $ 15,000 1,000 $1,000 $560,925 $7,351 $584,276
========= ========== ===== ====== ======== ====== ========

See accompanying notes to combined financial statements.

F-118

CORE PERSONNEL, INC., AND
CORE PERSONNEL OF ARLINGTON, INC.

COMBINED STATEMENTS OF CASH FLOWS

THREE MONTHS
YEAR ENDED ENDED MARCH 31,
DECEMBER 31, -----------------
1997 1997 1998
------------ ------- --------
(UNAUDITED)

Cash flows from operating activities:
Net income.................................... $203,904 $56,439 $ 73,174
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation................................ 7,672 648 3,084
Allowance for doubtful accounts............. 26,346 -- --
Deferred income taxes....................... 50,097 14,962 11,511
Change in operating assets and liabilities:
Trade accounts receivable.................. (109,577) (66,100) 26,021
Prepaid expenses and other assets.......... 2,027 1,348 3,621
Accounts payable and accrued liabilities... 46,852 2,968 (15,535)
Current taxes payable...................... 40,614 23,295 22,091
-------- ------- --------
Net cash provided by operating activities. 267,935 33,560 123,967
-------- ------- --------
Cash flows from investing activities:
Purchases of property and equipment........... (28,792) (1,463) (2,554)
Purchase of investments....................... (282,683) (15,000) (121,000)
Proceeds on sales of investments.............. 119,000 -- --
Loans receivable from shareholder............. (30,052) (10,572) 2,475
-------- ------- --------
Net cash used in investing activities..... (222,527) (27,035) (121,079)
-------- ------- --------
Cash flows from financing activities:
Payments on line of credit.................... -- -- (2,282)
Principal payments on note payable............ (24,952) (5,149) (4,296)
Issuance of common stock...................... 15,000 -- --
Dividends..................................... (15,000) -- --
-------- ------- --------
Net cash used in financing activities..... (24,952) (5,149) (6,578)
-------- ------- --------
Net increase (decrease) in cash and cash
equivalents................................... 20,456 1,376 (3,690)
Cash and cash equivalents at beginning of
period........................................ 21,918 21,918 42,374
-------- ------- --------
Cash and cash equivalents at end of period..... $ 42,374 $23,294 $ 38,684
======== ======= ========
Supplemental disclosure of cash flow
information:
Cash paid during the period for interest...... $ 4,809 $ 1,802 $ 630
======== ======= ========
Cash paid during the period for income taxes.. $ 26,598 $ -- $ 16,000
======== ======= ========

See accompanying notes to combined financial statements.

F-119

CORE PERSONNEL, INC., AND
CORE PERSONNEL OF ARLINGTON, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

(1) BUSINESS AND ORGANIZATION

Nature of Operations

Core Personnel, Inc. and Core Personnel of Arlington, Inc. (collectively
"the Company") were incorporated in the state of Virginia in 1971 and 1986,
respectively. Core Personnel, Inc. and Core Personnel of Arlington, Inc. have
common ownership. As common control exists among the entities, combined
financial statements are presented. The Company specializes in the placement
of temporary and staffing personnel to businesses, professional service
organizations, health care facilities and government agencies located
primarily in Maryland, Virginia and Washington, DC.

The accompanying combined financial statements include the accounts of Core
Personnel, Inc. and Core Personnel of Arlington, Inc. All significant
intercompany accounts and transactions have been eliminated in order to
present the combined financial statements of the Company.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

Use of Estimates

The preparation of combined financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the combined financial
statements and accompanying notes. Actual results could differ from those
estimates.

Cash and Cash Equivalents

Cash and cash equivalents include bank deposits and short-term investments
with original maturities of three months or less when purchased.

Investment Securities

Investment securities, classified as available-for-sale, consist principally
of marketable equity securities. Such securities are recorded at fair value;
and unrealized holding gains and losses are excluded from operations and are
reported as a separate component of shareholders' equity until realized.
Realized gains and losses, which were insignificant for 1997, are determined
on a specific identification basis. Dividend income is recognized when earned.

Trade Accounts Receivable--Credit Risk

F-120

CORE PERSONNEL, INC., AND
CORE PERSONNEL OF ARLINGTON, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
be extended and to determine the adequacy of the allowance for bad debts.
Historically, bad debts have not been significant.

The Company operates in various markets and industries. The Company's
ability to collect amounts due from customers could be affected by economic
fluctuations in its markets or industries.

Property and Equipment

Property and equipment is recorded at cost. Maintenance and repairs are
charged to expense as incurred; renewals and betterments are capitalized. The
cost of property and equipment sold or otherwise disposed of and the
accumulated depreciation applicable thereto are eliminated from the accounts
and the resulting gain or loss is reflected in operations.

Income Taxes

The Company has adopted the liability method of accounting for income taxes
in accordance with Statement of Financial Accounting Standards (SFAS) No. 109,
Accounting for Income Taxes. Deferred income taxes are recognized for
temporary differences between financial statement and income tax bases of
assets and liabilities and net operating loss carryforwards, and is measured
using enacted tax rates expected to apply to taxable income in the years in
which these temporary differences are expected to be recovered or settled.

Revenue and Cost Recognition

The Company's revenues consist primarily of service fees paid by its clients
under client service agreements. In consideration for payment of such service
fees, the Company agrees to pay the following direct costs associated with the
worksite employees: (a) salaries and wages, (b) employment related taxes and
(c) workers' compensation insurance premiums. The Company accounts for service
fees and the related direct payroll costs using the accrual method of
accounting. Under the accrual method, service fees relating to worksite
employees with earned but unpaid wages at the end of each period are
recognized as unbilled revenues and the related direct payroll costs for such
wages are accrued as a liability during the period in which wages are earned
by the worksite employees. Subsequent to the end of each period, such wages
are paid and the related service fees are billed.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, receivables, accounts
payable and note payable approximate their fair values due to the short-term
maturities of these instruments. Available-for-sale securities are carried at
fair value.

F-121

CORE PERSONNEL, INC., AND
CORE PERSONNEL OF ARLINGTON, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

The fair values of the loans receivable from shareholders could not be
obtained without incurring excessive costs due to the related party nature of
these instruments.

Newly Adopted Accounting Standards

In June 1997, Statement of Financial Accounting Standards No. 130, Reporting
Comprehensive Income was issued. This statement establishes standards for
reporting and displaying comprehensive income and its components in a
financial statement that is displayed with the same prominence as other
financial statements. Reclassification of financial statements for earlier
periods, provided for comparative purposes, is required. The statement also
requires the accumulated balance of other comprehensive income to be displayed
separately in the equity section of the balance sheet. This statement is
effective for fiscal years beginning after December 15, 1997. Total
comprehensive income for the periods ended March 31, 1997 and 1998 was not
materially different from the amount reported as net income.

(3) PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

DECEMBER 31, MARCH 31,
1997 1998
------------ -----------
(UNAUDITED)

Furniture and fixtures........................... $ 16,481 $ 16,481
Office equipment................................. 77,091 79,645
Computer software................................ 13,500 13,500
-------- --------
107,072 109,626
Less--accumulated depreciation................... 81,145 84,229
-------- --------
$ 25,927 $ 25,397
======== ========

(4) LINES OF CREDIT

Core Personnel of Arlington, Inc. maintained a revolving line of credit of
$50,000 in 1997. Borrowings made under this arrangement bear interest at prime
plus 1.0% (9.5% at December 31, 1997). The line is secured by the business
assets of Core Personnel of Arlington, Inc. and the personal property of its
shareholders. The amount outstanding at December 31, 1997 and March 31, 1998
was $25,282 and $23,000 (unaudited), respectively.

Core Personnel, Inc. also maintained a revolving line of credit of $40,000
in 1997 and 1998. Borrowings under this agreement bear interest of prime plus
0.5%. The line is secured by the business assets of Core Personnel, Inc. and
the personal property of its shareholders. The amount outstanding at December
31, 1997 and March 31, 1998 was $-0-.

(5) LEASES

The Company leases office space under noncancelable lease agreements
accounted for as operating leases. Rental expense for operating leases (except
those with lease terms of a month or less that were not renewed as of December
31, 1997) was approximately $54,712 and $14,513 (unaudited) for the year ended
December 31, 1997 and the three months ended March 31, 1998, respectively.

F-122

CORE PERSONNEL, INC., AND
CORE PERSONNEL OF ARLINGTON, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

Future minimum lease payments under noncancelable operating leases as of
December 31, 1997 are:

YEAR ENDING DECEMBER 31,
------------------------

1998........................................................... $48,176
1999........................................................... 36,765
-------
Total minimum lease payments................................. $84,941
=======

(6) INCOME TAXES

Income tax expense consists of the following components:

THREE MONTHS
YEAR ENDED ENDED MARCH 31,
DECEMBER 31, ---------------
1997 1997 1998
------------ ------- -------
(UNAUDITED)

Current:
Federal.................................... $ 48,214 $14,394 $32,057
State...................................... 14,856 4,441 6,034
-------- ------- -------
63,070 18,835 38,091
-------- ------- -------
Deferred:
Federal.................................... 42,933 12,822 9,688
State...................................... 7,164 2,140 1,823
-------- ------- -------
50,097 14,962 11,511
-------- ------- -------
Total.................................... $113,167 $33,797 $49,602
======== ======= =======

Income tax (benefit) expense differs from amounts computed by applying the
statutory rate to income before taxes as follows:

THREE MONTHS
YEAR ENDED ENDED MARCH 31,
DECEMBER 31, ----------------
1997 1997 1998
------------ ------- -------
(UNAUDITED)

Income tax expense at the statutory rate.. $107,804 $32,197 $41,745
Increase (decrease) resulting from:
State income tax, net of federal
benefit................................ 14,158 4,233 5,185
Nondeductible expenses.................. 5,453 1,629 --
Differences due to graduated rates...... (7,569) (2,263) (2,263)
Other................................... (6,679) (1,999) 4,935
-------- ------- -------
$113,167 $33,797 $49,602
======== ======= =======

F-123

CORE PERSONNEL, INC., AND
CORE PERSONNEL OF ARLINGTON, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

The deferred tax liabilities are comprised of the following:

DECEMBER 31, MARCH 31,
1997 1998
------------ -----------
(UNAUDITED)

Deferred income tax liabilities:
Effect of cash basis accounting for tax........ $192,274 $203,491
Other.......................................... 953 1,247
-------- --------
Net deferred income tax liabilities.............. $193,227 $204,738
======== ========

(7) RELATED PARTY TRANSACTIONS

At December 31, 1997 and March 31, 1998, the Company had loans outstanding
to its two shareholders aggregating $55,334 and $52,859 (unaudited),
respectively. These loans are noninterest-bearing and have no specific
repayment terms.

(8) SUBSEQUENT EVENT (UNAUDITED)

In July 1998, the Company and its shareholders signed a definitive agreement
with Work International Corporation (Work International), pursuant to which
all shares of the Company will be exchanged for cash and shares of Work
International's common stock concurrent with and as a condition of the
consummation of an initial public offering of the common stock of Work
International.

F-124

INDEPENDENT AUDITORS' REPORT

The Board of Directors
BeneTemps, Inc.:

We have audited the accompanying balance sheets of BeneTemps, Inc. as of
December 31, 1996 and 1997, and the related statements of operations,
shareholder's equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of BeneTemps, Inc. as of
December 31, 1996 and 1997 and the results of its operations and its cash
flows for the years then ended, in conformity with generally accepted
accounting principles.

KPMG Peat Marwick LLP

Houston, Texas
March 20, 1998

F-125

BENETEMPS, INC.

BALANCE SHEETS

ASSETS DECEMBER 31,
------ ----------------- MARCH 31,
1996 1997 1998
-------- -------- -----------
(UNAUDITED)

Current assets:
Cash and cash equivalents...................... $ 23,518 $ 25,790 $175,393
Trade accounts receivable...................... 556,581 563,536 534,676
Prepaid expenses............................... 5,028 7,924 10,033
-------- -------- --------
Total current assets......................... 585,127 597,250 720,102
Computer equipment, net of accumulated
depreciation of $1,156 in 1996, $3,697 in 1997,
and $4,472 in 1998.............................. 8,154 7,907 7,132
Other assets..................................... 2,200 2,200 2,200
-------- -------- --------
Total assets................................. $595,481 $607,357 $729,434
======== ======== ========

LIABILITIES AND SHAREHOLDER'S EQUITY
------------------------------------

Current liabilities:
Accrued payroll costs.......................... $ 13,849 $ 25,588 $ 31,593
Accrued expenses............................... 1,433 2,971 --
-------- -------- --------
Total current liabilities.................... 15,282 28,559 31,593
Shareholder's equity:
Common stock, no par value; 300 shares
authorized, 100 shares issued and outstanding. 1,000 1,000 1,000
Retained earnings.............................. 579,199 577,798 696,841
-------- -------- --------
Total shareholder's equity................... 580,199 578,798 697,841
-------- -------- --------
Total liabilities and shareholder's equity... $595,481 $607,357 $729,434
======== ======== ========

See accompanying notes to financial statements.

F-126

BENETEMPS, INC.

STATEMENTS OF OPERATIONS

YEARS ENDED THREE MONTHS ENDED
DECEMBER 31, MARCH 31,
--------------------- -------------------
1996 1997 1997 1998
---------- ---------- -------- ----------
(UNAUDITED)

Revenues:
Service fees...................... $3,559,808 $3,940,205 $880,772 $1,042,986
Permanent placement fees.......... 151,775 174,325 34,750 50,240
---------- ---------- -------- ----------
Revenues from services.......... 3,711,583 4,114,530 915,522 1,093,226
Cost of services.................... 2,657,744 3,067,777 675,993 810,767
---------- ---------- -------- ----------
Gross profit...................... 1,053,839 1,046,753 239,529 282,459
Selling, general and administrative
expenses........................... 918,449 1,059,629 34,630 165,435
---------- ---------- -------- ----------
Operating profit (loss)........... 135,390 (12,876) 204,899 117,024
Other income--interest.............. 11,718 11,475 -- 2,019
---------- ---------- -------- ----------
Net income (loss)................. $ 147,108 $ (1,401) $204,899 $ 119,043
========== ========== ======== ==========

See accompanying notes to financial statements.

F-127

BENETEMPS, INC.

STATEMENTS OF SHAREHOLDER'S EQUITY

COMMON RETAINED
STOCK EARNINGS TOTAL
------ -------- --------

Balance at December 31, 1995......................... $1,000 $432,091 $433,091
Net income........................................... -- 147,108 147,108
------ -------- --------
Balance at December 31, 1996......................... 1,000 579,199 580,199
Net loss............................................. -- (1,401) (1,401)
------ -------- --------
Balance at December 31, 1997......................... 1,000 577,798 578,798
Net income (unaudited)............................... -- 119,043 119,043
------ -------- --------
Balance at March 31, 1998 (unaudited)................ $1,000 $696,841 $697,841
====== ======== ========

See accompanying notes to financial statements.

F-128

BENETEMPS, INC.

STATEMENTS OF CASH FLOWS

YEARS ENDED THREE MONTHS
DECEMBER 31, ENDED MARCH 31,
------------------ ------------------
1996 1997 1997 1998
--------- ------- -------- --------
(UNAUDITED)

Cash flows from operating activities:
Net income (loss)..................... $ 147,108 $(1,401) $204,899 $119,043
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depreciation and amortization........ 1,338 2,541 655 775
Change in operating assets and
liabilities:
Trade accounts receivable........... (149,292) (6,955) (24,345) 28,860
Prepaid expenses.................... (5,028) (2,896) (3,129) (2,109)
Accrued payroll costs............... 13,849 11,739 33,684 6,005
Accrued expenses.................... 1,433 1,538 (1,433) (2,971)
--------- ------- -------- --------
Net cash provided by operating
activities........................ 9,408 4,566 210,331 149,603
--------- ------- -------- --------
Cash flows from investing activities--
purchase of computer equipment........ (9,310) (2,294) -- --
--------- ------- -------- --------
Net increase in cash and cash
equivalent............................ 98 2,272 210,331 149,603
Cash and cash equivalents at beginning
of period............................. 23,420 23,518 23,518 25,790
--------- ------- -------- --------
Cash and cash equivalents at end of
period................................ $ 23,518 $25,790 $233,849 $175,393
========= ======= ======== ========

See accompanying notes to financial statements.

F-129

BENETEMPS, INC.

NOTES TO FINANCIAL STATEMENTS

(1) BUSINESS AND ORGANIZATION

Nature of Operations

BeneTemps, Inc. (the Company), incorporated in the State of New Hampshire in
1991, provides temporary and permanent personnel to major corporations,
universities, healthcare facilities, and professional service organizations in
Massachusetts, Rhode Island, and New Hampshire.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

The interim financial statements as of March 31, 1998, and for three months
ended March 31, 1997 and 1998, are unaudited, and certain information and
footnote disclosures, normally included in financial statements prepared in
accordance with generally accepted accounting principles, have been omitted.
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, necessary to fairly present the financial position,
results of operations and cash flows with respect to the interim financial
statements have been included. The results of operations for the interim
periods are not necessarily indicative of the results for the entire fiscal
year.

Use of Estimates

Cash and Cash Equivalents

Cash and cash equivalents include bank deposits and short-term investments
with original maturities of three months or less when purchased.

Trade Accounts Receivable--Credit Risk

Computer Equipment

Computer equipment is recorded at cost. Maintenance and repairs are charged
to expense as incurred, renewals and betterments are capitalized. The cost of
property sold or otherwise disposed of and the accumulated depreciation
applicable thereto are eliminated from the accounts and the resulting gain or
loss is reflected in

F-130

BENETEMPS, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
operations. The cost of computer equipment is depreciated over the estimated
useful lives of the related assets using the straight-line method. The
estimated useful lives of computer equipment for purposes of computing
depreciation range from three to five years.

Revenue and Cost Recognition

The Company's revenues consist primarily of service fees paid by its clients
under client service agreements. In consideration for payment of such service
fees, the Company agrees to pay the following direct costs associated with the
worksite employees: (a) salaries and wages, (b) employment related taxes and
(c) workers' compensation insurance premiums. The Company accounts for service
fees and the related direct payroll costs using the accrual method of
accounting. Under the accrual method, service fees relating to worksite
employees with earned but unpaid wages at the end of each period are
recognized as unbilled revenues and the related direct payroll costs for such
wages are accrued as a liability during the period in which wages are earned
by the worksite employees. Subsequent to the end of each period, such wages
are paid and the related service fees are billed.

Permanent placement fees are recognized when the employment offer and
acceptance has occurred and the candidate's start date has been established.
Revenues from permanent placements are reported in the statements of
operations net of estimated adjustments due to placed candidates that
terminate employment within the Company's guarantee period (generally 30-90
days). The net adjustment in each of the periods presented is immaterial.

Gross Profit

Gross profit is determined by deducting the direct cost of services for
temporary staffing revenues (temporary and contract personnel payroll, payroll
taxes and insurance costs) from total service revenues. The primary costs
associated with permanent placement revenues are sales commissions, which
increase in proportion with service revenue from permanent placements.
Consistent with industry practice, these costs are included in selling,
general and administrative expenses.

Income Taxes

For federal and state income tax reporting purposes, the Company has elected
to be taxed as an S corporation and, accordingly, all tax attributes of the
Company pass through to its shareholder. Accordingly, no provision for income
taxes is included in the accompanying financial statements.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, receivables and payables
approximate their fair values due to the short-term maturities of these
instruments.

(3) EMPLOYEE BENEFIT PLAN

The Company provides for a 401(k) plan which has received a favorable
determination letter from the Internal Revenue Service. Under the terms of the
plan all employees with 1,000 hours of service completed in a twelve-month
period are eligible to participate. During 1996 and 1997, the Company's
contributions to the plan amounted to $8,518 and $6,159, respectively.

(4) LEASES

F-131

BENETEMPS, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
the years ended December 31, 1996 and 1997 and the three months ended March
31, 1998 were approximately $13,500, $16,800 and $5,000 (unaudited),
respectively.

Future minimum lease payments under a noncancelable operating lease as of
December 31, 1997 are:

YEAR ENDING DECEMBER 31,
------------------------

1998........................................................... $18,000
1999........................................................... 18,000
-------
Total minimum lease payments................................. $36,000
=======

(5) SIGNIFICANT CUSTOMERS

In 1996, one customer accounted for approximately 10% of the Company's
revenue. In 1997, three customers accounted for approximately 32% of the
Company's service revenue. During the three months ended March 31, 1998, two
customers accounted for approximately 19% (unaudited) of the Company's
revenue. The loss of these customers could have a material adverse impact on
the operations of the Company.

(6) RELATED PARTY TRANSACTION

Included in selling, general and administrative expenses are salaries and
benefits paid to the shareholder, who is also an officer of the Company,
during the years ended December 31, 1996 and 1997 and three months ended March
31, 1998 of $776,494, $957,238 and $132,939 (unaudited), respectively.

(7) SUBSEQUENT EVENT (UNAUDITED)

F-132

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Law Pros Legal Placement Services, Inc.:

We have audited the accompanying balance sheet of Law Pros Legal Placement
Services, Inc. as of December 31, 1997 and the related statements of
operations, shareholders' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Law Pros Legal Placement
Services, Inc. as of December 31, 1997 and the results of its operations and
its cash flows for the year then ended, in conformity with generally accepted
accounting principles.

KPMG Peat Marwick LLP

Houston, Texas
April 3, 1998

F-133

LAW PROS LEGAL PLACEMENT SERVICES, INC.

BALANCE SHEETS

DECEMBER 31, MARCH 31,
ASSETS 1997 1998
------ ------------ -----------
(UNAUDITED)

Current assets:
Cash and cash equivalents........................... $ 199,211 $322,143
Trade accounts receivable........................... 768,776 585,967
Prepaid expenses.................................... 1,000
---------- --------
Total current assets.............................. 967,987 909,110
Property and equipment, net........................... 35,077 51,311
---------- --------
Total assets...................................... $1,003,064 $960,421
========== ========

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------

Current liabilities:
Current installments of long-term debt.............. $ 11,674 $ 9,557
Accounts payable and accrued expenses............... 33,838 88,924
Deferred state income tax liability................. 19,900 13,094
---------- --------
Total current liabilities......................... 65,412 111,575
Notes payable, less current portion................... 10,093 9,835
Shareholder loans..................................... 2,944 2,944
---------- --------
Total liabilities................................. 78,449 124,354
Shareholders' equity:
Common stock, $1 par value; 100 shares authorized,
issued and outstanding............................. 100 100
Retained earnings................................... 924,515 835,967
---------- --------
Total shareholders' equity........................ 924,615 836,067
Commitments and contingencies.........................
---------- --------
Total liabilities and shareholders' equity........ $1,003,064 $960,421
========== ========

See accompanying notes to financial statements.

F-134

LAW PROS LEGAL PLACEMENT SERVICES, INC.

STATEMENTS OF OPERATIONS

THREE MONTHS
YEAR ENDED ENDED MARCH 31,
DECEMBER 31, ------------------
1997 1997 1998
------------ -------- --------
(UNAUDITED)

Revenues:
Service fees.............. $3,776,351 $628,118 $582,113
Permanent placement fees.. 155,000 35,132 90,750
---------- -------- --------
Revenues from services.. 3,931,351 663,250 672,863
Cost of services............ 2,703,275 447,694 422,594
---------- -------- --------
Gross profit............ 1,228,076 215,556 250,269
Selling, general, and
administrative expenses.... 522,010 115,125 162,192
---------- -------- --------
Operating profit........ 706,066 100,431 88,077
Other income (expense):
Interest expense.......... (5,369) (574) (492)
Other expense............. (15,373) -- --
Other income.............. 3,070 -- 2,441
---------- -------- --------
Income before state
income tax expense..... 688,394 99,857 90,026
State income tax expense.... 19,105 2,498 (40)
---------- -------- --------
Net income.............. $ 669,289 $ 97,359 $ 90,066
========== ======== ========

See accompanying notes to financial statements.

F-135

LAW PROS LEGAL PLACEMENT SERVICES, INC.

STATEMENTS OF SHAREHOLDERS' EQUITY

COMMON STOCK
------------- RETAINED
SHARES AMOUNT EARNINGS TOTAL
------ ------ -------- --------

Balance, December 31, 1996.................... 100 $100 $263,226 $263,326
Net income.................................. -- -- 669,289 669,289
Dividends................................... -- -- (8,000) (8,000)
--- ---- -------- --------
Balance, December 31, 1997.................. 100 100 924,515 924,615
Net income (unaudited)...................... -- -- 90,066 90,066
Dividends (unaudited)....................... -- -- (178,614) (178,614)
--- ---- -------- --------
Balance, March 31, 1998 (unaudited)......... 100 $100 $835,967 $836,067
=== ==== ======== ========

See accompanying notes to financial statements.

F-136

LAW PROS LEGAL PLACEMENT SERVICES, INC.

STATEMENTS OF CASH FLOWS

THREE MONTHS
YEAR ENDED ENDED MARCH 31,
DECEMBER 31, ------------------
1997 1997 1998
------------ -------- --------
(UNAUDITED)

Cash flows from operating activities:
Net income................................... $669,289 $ 97,359 $ 90,066
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation................................ 10,293 2,573 1,386
Deferred state taxes........................ 13,400 1,752 (6,806)
Change in operating assets and liabilities:
Trade accounts receivable.................. (506,749) (102,020) 182,809
Prepaid expenses........................... -- -- (1,000)
Accounts payable and accrued expenses...... 22,751 5,083 55,086
-------- -------- --------
Net cash provided by operating
activities.............................. 208,984 4,747 321,541
-------- -------- --------
Cash flows used in investing activities--
purchase of property and equipment........... (34,669) (6,712) (17,620)
-------- -------- --------
Cash flows from financing activities:
Proceeds from line of credit................. 65,000 50,000 --
Principal payments on line of credit......... (65,000) -- --
Proceeds from long-term debt................. 20,000 -- --
Principal payments on long-term debt......... (6,566) (834) (2,375)
Repayment of shareholder loans............... (6,000) (2,000) --
Dividends paid............................... (8,000) (5,000) (178,614)
-------- -------- --------
Net cash provided by (used in) financing
activities.............................. (566) 42,166 (180,989)
-------- -------- --------
Net increase in cash and cash equivalents..... 173,749 40,201 122,932
Cash and cash equivalents at beginning of
period....................................... 25,462 25,462 199,211
-------- -------- --------
Cash and cash equivalents at end of period.... $199,211 $ 65,663 $322,143
======== ======== ========
Supplemental disclosure of cash flow
information:
Cash paid for interest....................... $ 5,369 $ 574 $ 492
======== ======== ========
Cash paid for taxes.......................... $ 1,533 $ -- $ --
======== ======== ========

See accompanying notes to financial statements.

F-137

LAW PROS LEGAL PLACEMENT SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS

(1) BUSINESS AND ORGANIZATION

Nature of Operations

Law Pros Legal Placement Services, Inc. (the Company), was incorporated in
the state of New Jersey in 1994. The Company provides primarily temporary and
some permanent placement services for attorneys and paralegals, primarily in
New Jersey.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

Use of Estimates

Cash and Cash Equivalents

Cash and cash equivalents include bank deposits and short-term investments
with original maturities of three months or less when purchased.

Trade Accounts Receivable--Credit Risk

The Company provides, if necessary, allowances which management believes are
adequate to absorb losses to be incurred in realizing the amounts recorded in
the accompanying financial statements. The Company periodically evaluates the
creditworthiness of its customers' financial conditions to determine credit to
be extended and to determine the adequacy of the allowance for bad debts.
Historically, bad debts have not been significant.

The Company provides legal professionals to companies in a variety of
industries. The Company's ability to collect amounts due from customers could
be affected by economic fluctuations in its markets or these industries.

Property and Equipment

Property and equipment is recorded at cost. Maintenance and repairs are
charged to expense as incurred; renewals and betterments are capitalized. The
cost of property sold or otherwise disposed of and the accumulated
depreciation applicable thereto are eliminated from the accounts and the
resulting gain or loss is reflected in operations. The cost of property and
equipment is depreciated over the estimated useful lives (5 to 7 years) of the
related assets using the straight-line method.

F-138

LAW PROS LEGAL PLACEMENT SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Income Taxes

Effective August 8, 1994, the Company has elected to be treated as an S
corporation in accordance with the provisions of the Internal Revenue Code of
1986. Under these provisions, profits and losses are passed directly to the
shareholders for inclusion in their personal income tax returns. Accordingly,
no liability or provision for federal income tax is included in the
accompanying statements. The Company has also elected S corporation status for
state income tax reporting. The effect of this election is a reduction in the
state tax rate from 9% to 2.63%.

State income taxes are provided for the tax effects of transactions reported
in the financial statements and consist of taxes currently due plus deferred
taxes related to differences between the bases of assets and liabilities.

Revenue and Cost Recognition

The Company's revenues consist primarily of service fees paid by its clients
under client service agreements. In consideration for payment of such service
fees, the Company agrees to pay the following direct costs associated with the
worksite employees: (a) salaries and wages, (b) employment related taxes and
(c) workers' compensation insurance premiums. The Company accounts for service
fees and the related direct payroll costs using the accrual method of
accounting. Under the accrual method, service fees relating to worksite
employees with earned but unpaid wages at the end of each period are
recognized as unbilled revenues and the related direct payroll costs for such
wages are accrued as a liability during the period in which wages are earned
by the worksite employees. Subsequent to the end of each period, such wages
are paid and the related service fees are billed.

Permanent placement fees are recognized when the employment offer and
acceptance has occurred and the candidate's start date has been established.
Revenues from permanent placements are reported in the statements of
operations net of estimated adjustments due to placed candidates that
terminate employment within the Company's guarantee period (generally 30-90
days). The net adjustment in each of the periods presented is immaterial.

Gross Profit

Gross profit is determined by deducting the direct cost of services for
temporary staffing revenues (temporary and contract personnel payroll, payroll
taxes and insurance costs) from total service revenues. The primary costs
associated with permanent placement revenues are sales commissions, which
increase in proportion with service revenue from permanent placements.
Consistent with industry practice, these costs are included in selling,
general and administrative expenses.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, receivables, payables and
debt approximate their fair values due to their terms and rates as applicable.

F-139

LAW PROS LEGAL PLACEMENT SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(3) PROPERTY AND EQUIPMENT

Property and equipment consists of the following :

DECEMBER 31, MARCH 31,
1997 1998
------------ -----------
(UNAUDITED)

Furniture and fixtures........................... $ 6,078 $14,665
Office equipment................................. 48,507 57,540
------- -------
54,585 72,205
Less--accumulated depreciation................... 19,508 20,894
------- -------
$35,077 $51,311
======= =======

(4) LONG-TERM DEBT

Long-term debt consists of the following:

DECEMBER 31, MARCH 31,
1997 1998
------------ -----------
(UNAUDITED)

Note payable to bank due in monthly installments of
$641, including interest at 9.5%; secured by all
Company assets and due May 1, 2000.................. $16,490 $14,949
Note payable to bank due in monthly installments of
$278, plus interest at prime plus 1.0% (9.5% at
December 31, 1997) due June 30, 1999; secured by all
Company assets...................................... 5,277 4,443
------- -------
Total long-term debt............................... 21,767 19,392
Less current installments............................ 11,674 9,557
------- -------
Long-term debt, excluding current installments..... $10,093 $ 9,835
======= =======

Future maturities of long-term debt as of December 31, 1997 are as follows:

YEAR ENDING DECEMBER 31,
------------------------

1998............................................................ $11,674
1999............................................................ 7,031
2000............................................................ 3,062
-------
$21,767
=======

(5) LINE OF CREDIT

The Company maintained a line of credit with a bank during 1997 in the
aggregate amount of $150,000. There were no borrowings against the line of
credit at December 31, 1997 and March 31, 1998 (unaudited). The line of credit
expires April 30, 1998. Any amount borrowed against the line of credit would
be charged interest at the prevailing bank rate plus 1% due monthly.

(6) EMPLOYEE BENEFIT PLAN

The Company has a 401(k) Profit Sharing Plan (the Plan). Employees who have
completed three months of service may participate in the Plan on semiannual
entrance dates, January 1 and July 1 of each year. Employees may elect to make
contributions in cumulative amounts not to exceed the annual limitation set
under Section 401(k) of the Internal Revenue Code. The Company will match 30%
of the employee's elected contribution up

F-140

LAW PROS LEGAL PLACEMENT SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
to a maximum of 2% of the employee's compensation. The Company's matching
contribution vests to the employee at the rate of 20% per year of service
beginning on the third year of service. The Company may also fund a
discretionary amount. The allocation is based on total pay while a member of
the Plan. Plan members do not need to contribute to the Plan during the year
in order to share in the discretionary contributions. The Company made total
contributions to the Plan totaling approximately $10,000 for the year ended
December 31, 1997.

(7) INCOME TAXES

State income tax expense consisted of the following components:

THREE MONTHS
ENDED MARCH
YEAR ENDED 31,
DECEMBER 31, --------------
1997 1997 1998
------------ ------ -------
(UNAUDITED)

Current...................................... $ 5,705 $ 746 $ 6,766
Deferred..................................... 13,400 1,752 (6,806)
------- ------ -------
Total...................................... $19,105 $2,498 $ (40)
======= ====== =======

The net deferred tax liability consists of the following:

DECEMBER 31, MARCH 31,
1997 1998
------------ -----------
(UNAUDITED)

Deferred income tax liabilities:
Accounts receivable............................ $19,600 $12,794
Other.......................................... 300 300
------- -------
Net deferred tax liability................... $19,900 $13,094
======= =======

(8) LEASES

The Company leases office space and office equipment under noncancelable
lease agreements accounted for as operating leases. Rental expense for
operating leases for the year ended December 31, 1997 and for three months
ended March 31, 1998 was approximately $14,000 and $13,350 (unaudited),
respectively. The Company is moving to a new office in April of 1998. The
lease term is for two years ending on March 31, 2000. The monthly lease
payments are $3,400.

Future minimum lease payments under noncancelable operating leases as of
December 31, 1997 are:

YEAR ENDING DECEMBER 31,
------------------------

1998........................................................... $31,105
1999........................................................... 41,305
2000........................................................... 10,705
2001........................................................... 252
-------
Total minimum lease payments................................... $83,367
=======

(9) SIGNIFICANT CUSTOMERS

During 1997, two customers accounted for approximately 52% and 18%,
respectively, of the Company's service revenue. During the three months ended
March 31, 1998, two customers accounted for approximately

F-141

LAW PROS LEGAL PLACEMENT SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
24% and 23%, respectively, of the Company's service revenues (unaudited). The
loss of these customers could have a significant impact on the scope of
operations of the Company.

(10) SUBSEQUENT EVENT (UNAUDITED)

F-142

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Law Resources, Inc.

We have audited the accompanying balance sheet of Law Resources, Inc. as of
December 31, 1997, and the related statements of operations, shareholders'
equity and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Law Resources, Inc. as of
December 31, 1997, and the results of its operations and its cash flows for
the year then ended, in conformity with generally accepted accounting
principles.

KPMG Peat Marwick LLP

Houston, Texas
April 2, 1998, except as to note 4
which is as of May 12, 1998

F-143

LAW RESOURCES, INC.

BALANCE SHEETS

DECEMBER 31, MARCH 31,
1997 1998
------------ -----------
ASSETS
------ (UNAUDITED)

Current assets:
Trade accounts receivable........................... $529,571 $586,844
Prepaid expenses and other assets................... 1,983 1,983
-------- --------
Total current assets.............................. 531,554 588,827
Due from shareholders................................. 136,921 138,621
Other assets.......................................... 7,371 7,371
-------- --------
Total assets $675,846 734,819
======== ========

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------

Current liabilities:
Current portion of line of credit................... $ -- $375,000
Bank overdraft...................................... 62,300 83,590
Accounts payable.................................... 21,565 26,973
Accrued payroll and related taxes................... 141,713 113,867
Deferred income taxes............................... 18,087 24,116
Other current liabilities........................... 19,387 3,391
-------- --------
Total current liabilities......................... 263,052 626,937
Line of credit...................................... 375,000 --
-------- --------
Total liabilities................................. 638,052 626,937
-------- --------
Shareholders' equity:
Common stock, no par value; 100 shares authorized, 2
shares issued and outstanding...................... 1,000 1,000
Retained earnings................................... 36,794 106,882
-------- --------
Total shareholders' equity........................ 37,794 107,882
-------- --------
Total liabilities and shareholders' equity........ $675,846 $734,819
======== ========

See accompanying notes to financial statements.

F-144

LAW RESOURCES, INC.

STATEMENTS OF OPERATIONS

THREE MONTHS ENDED
YEAR ENDED MARCH 31,
DECEMBER 31, -------------------
1997 1997 1998
------------ --------- --------
(UNAUDITED)

Revenues:
Service fees................................ $3,217,825 $ 666,332 $879,817
Permanent placement fees.................... 274,482 57,920 104,285
---------- --------- --------
Revenues from services.................... 3,492,307 724,252 984,102
Cost of services.............................. 2,056,538 425,703 540,439
---------- --------- --------
Gross profit.............................. 1,435,769 298,549 443,663
Selling, general and administrative expense... 1,567,316 348,552 354,148
---------- --------- --------
Operating income (loss)................... (131,547) (50,003) 89,515
Other expense (income):
Interest expense............................ 40,081 10,002 13,398
Other income................................ (1,091) -- --
---------- --------- --------
38,990 10,002 13,398
---------- --------- --------
Income (loss) before income taxes......... (170,537) (60,005) 76,117
Income tax benefit (expense).................. 13,409 4,752 (6,029)
---------- --------- --------
Net income (loss)......................... $ (157,128) $ (55,253) $ 70,088
========== ========= ========

See accompanying notes to financial statements.

F-145

LAW RESOURCES, INC.

STATEMENTS OF SHAREHOLDERS' EQUITY

COMMON STOCK
------------- RETAINED
SHARES AMOUNT EARNINGS TOTAL
------ ------ --------- ---------

Balance, December 31, 1996.................. 2 $1,000 $ 193,922 $ 194,922
Net loss.................................... -- -- (157,128) (157,128)
--- ------ --------- ---------
Balance, December 31, 1997.................. 2 1,000 36,794 37,794
Net income (unaudited)...................... -- -- 70,088 70,088
--- ------ --------- ---------
Balance, March 31, 1998 (unaudited)......... 2 $1,000 $ 106,882 $ 107,882
=== ====== ========= =========

See accompanying notes to financial statements.

F-146

LAW RESOURCES, INC.

STATEMENTS OF CASH FLOWS

THREE MONTHS
YEAR ENDED ENDED MARCH 31,
DECEMBER 31, -----------------
1997 1997 1998
------------ -------- -------
(UNAUDITED)

Cash flows from operating activities:
Net income (loss)............................. $(157,128) $(55,253) $70,088
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation................................. 200 200 --
Deferred tax expense (benefit)............... (13,409) (4,752) 6,029
Change in operating assets and liabilities:
Trade accounts receivable................... (67,236) (84,070) (57,273)
Prepaid expenses............................ 2,378 -- --
Accounts payable............................ 6,639 5,953 5,408
Accrued payroll and related taxes........... 57,492 9,959 (27,846)
Other current liabilities................... 11,293 7,183 (15,996)
--------- -------- -------
Net cash used in operating activities..... (159,771) (120,780) (19,590)
--------- -------- -------
Cash flows from investing activities:
Payments on due from shareholders............. 167,500 110,000 --
Advances to shareholders...................... (76,850) -- (1,700)
--------- -------- -------
Net cash provided by (used in) investing
activities............................... 90 650 110,000 (1,700)
--------- -------- -------
Cash flows from financing activities--increase
in bank overdraft............................. 62,300 3,959 21,290
--------- -------- -------
Net decrease in cash and cash equivalents...... (6,821) (6,821) --
Cash and cash equivalents at beginning of
period........................................ 6,821 6,821 --
--------- -------- -------
Cash and cash equivalents at end of period..... $ -- $ -- $ --
========= ======== =======
Supplemental disclosure of cash flow
information:
Cash paid for interest........................ $ 39,836 $ 9,609 $10,008
========= ======== =======
Cash paid for taxes........................... $ 100 $ 100 $ --
========= ======== =======

See accompanying notes to financial statements.

F-147

LAW RESOURCES, INC.

NOTES TO FINANCIAL STATEMENTS

(1) BUSINESS AND ORGANIZATION

Nature of Operations

Law Resources, Inc. (the Company), is incorporated in the District of
Columbia. The Company is engaged in the temporary and permanent placement of
paralegals, attorneys and support staff in the Washington, D.C. and Chicago,
Illinois areas.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

Use of Estimates

Trade Accounts Receivable--Credit Risk

The Company provides, if necessary, allowances which management believes are
adequate to absorb losses to be incurred in realizing the amounts recorded in
the accompanying financial statements. The Company periodically evaluates the
creditworthiness of its customers' financial conditions to determine credit to
be extended and to determine the adequacy of the allowance for bad debts.
Historically, bad debts have not been significant.

The Company operates primarily in the legal profession. The Company's
ability to collect amounts due from customers could be affected by economic
fluctuations in its markets or industry.

For the year ended December 31, 1997, one customer accounted for
approximately 17% of revenues. No other customer accounted for greater than
10% of revenues.

Furniture and Equipment

Furniture and equipment is recorded at cost. Maintenance and repairs are
charged to expense as incurred; renewals and betterments are capitalized. The
cost of furniture and equipment sold or otherwise disposed of and the
accumulated depreciation applicable thereto are eliminated from the accounts
and the resulting gain or loss is reflected in operations.

The cost of furniture and equipment is depreciated over the estimated useful
lives of the related assets using accelerated methods. The estimated useful
lives of property and equipment for purposes of computing depreciation range
from five to seven years.

F-148

LAW RESOURCES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Income Taxes

For federal and state income tax reporting purposes, the Company has elected
to be taxed as an S corporation and, accordingly all tax attributes of the
Company pass through to its shareholders, except for income earned in the
District of Columbia. Therefore, no provision for federal or state income
taxes is reflected in the accompanying financial statements. The District of
Columbia does not recognize the S corporation filing status. Accordingly, a
provision for income taxes payable to the District of Columbia for income
earned in the District is included in the accompanying financial statements.

Revenue and expenses are reported for tax purposes using the cash basis of
accounting, whereby revenue is recognized when received and expenses are
recognized when paid.

The Company has adopted the liability method of accounting for income taxes
in accordance with Statement of Financial Accounting Standards (SFAS) No. 109,
Accounting for Income Taxes. Deferred income taxes are recognized for
temporary differences between financial statement and income tax bases of
assets and liabilities and net operating loss carryforwards related to
operations in the District of Columbia.

Revenue and Cost Recognition

The Company's revenues consist primarily of service fees paid by its clients
under client service agreements. In consideration for payment of such service
fees, the Company agrees to pay the following direct costs associated with the
worksite employees: (a) salary and wages, (b) employment related taxes and (c)
workers' compensation insurance premiums. The Company accounts for service
fees and the related direct payroll costs using the accrual method of
accounting. Under the accrual method, service fees relating to worksite
employees with earned but unpaid wages at the end of each period are
recognized as unbilled revenues and the related direct payroll costs for such
wages are accrued as a liability during the period in which wages are earned
by the worksite employees. Subsequent to the end of each period, such wages
are paid and the related service fees are billed.

Permanent placement fees are recognized when the employment offer and
acceptance has occurred and the candidate's start date has been established.
Revenues from permanent placements are reported in the statements of
operations net of estimated adjustments due to placed candidates that
terminate employment within the Company's guarantee period (generally 30--90
days). The net adjustment for each of the periods presented is immaterial.

Gross Profit

Gross profit is determined by deducting the direct cost of services for
temporary staffing revenues (temporary and contract personnel payroll, payroll
taxes and insurance costs) from total service revenues. The primary costs
associated with permanent placement revenues are sales commissions, which
increase in proportion with service revenue from permanent placements.
Consistent with industry practice, these costs are included in selling,
general and administrative expenses.

Fair Value of Financial Instruments

The carrying amounts of receivables and accounts payable approximate their
fair values due to the short-term maturities of these instruments.

F-149

LAW RESOURCES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(3) FURNITURE AND EQUIPMENT

Furniture and equipment consists of the following:

DECEMBER 31, MARCH 31,
1997 1998
------------ -----------
(UNAUDITED)

Furniture and fixtures........................... $ 22,689 $ 22,689
Office equipment................................. 33,990 33,990
-------- --------
56,679 56,679
Less--accumulated depreciation................... (56,679) (56,679)
-------- --------
$ -- $ --
======== ========

(4) LINE OF CREDIT

The Company is party to a line of credit with a bank with a total borrowing
base of $375,000 or 75% of accounts receivable less than 90 days old,
whichever is lower. At December 31, 1997 and March 31, 1998 (unaudited), the
Company had borrowings under the line of credit of $375,000 which were
originally set to mature on April 30, 1998. The line of credit bears interest
at a rate of prime plus 2%, equal to 10.5% at December 31, 1997. The weighted
average interest rate for the year ended December 31, 1997 and the period
ended March 31, 1998 (unaudited) was 10.5%. The line of credit is secured by
accounts receivable of the Company and is guaranteed by the shareholders of
the Company. The line of credit contains certain restrictive covenants that
limit the Company's ability to incur additional indebtedness. At December 31,
1997 and March 31, 1998 (unaudited), the Company was in violation of certain
covenants of the debt agreement including a minimum net worth ratio. On May
12, 1998, the bank waived the covenant violations and committed to extend the
line of credit to January 31, 1999. Accordingly, such amount has been
reclassified from current liabilities to noncurrent liabilities at December
31, 1997.

The carrying amount of the Company's line of credit approximates its fair
value because the interest rate on such approximates current market rates.

(5) INCOME TAXES

The components of the benefit (expense) for District of Columbia income
taxes are as follows:

DECEMBER 31, MARCH 31,
1997 1998
------------ -----------
(UNAUDITED)

Current $ -- $ --
Deferred........................................ 13,409 (6,029)
------- -------
$13,409 $(6,029)
======= =======

The net deferred tax liability is comprised of the following:

Deferred tax liability--cash basis of accounting
for income tax purposes........................ $30,654 $32,610
Deferred tax asset--primarily net operating loss
carryforwards.................................. 12,567 8,494
------- -------
Net deferred tax liability.................... $18,087 $24,116
======= =======

At December 31, 1997, the Company has net operating loss carryforwards for
District of Columbia purposes of $125,982 expiring 2012.

F-150

LAW RESOURCES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(6) LEASES

The Company leases office space under noncancelable lease agreements
accounted for as operating leases. Rental expense for operating leases (except
those with lease terms of a month or less that were not renewed) for year
ended December 31, 1997 was approximately $121,000.

Future minimum lease payments under noncancelable operating leases as of
December 31, 1997 are:

YEAR ENDING DECEMBER
--------------------

1998.......................................................... $118,218
1999.......................................................... 90,828
2000.......................................................... 90,828
2001.......................................................... 30,276
--------
Total minimum lease payments................................ $330,150
========

(7) RELATED PARTY TRANSACTIONS

The shareholders of the Company are also officers. Included in selling,
general and administrative expenses are salaries paid to officers during the
year ended December 31, 1997 of $638,363.

At December 31, 1997, the Company has advanced $136,921 to its shareholders.
These advances are noninterest-bearing and have no specific repayment terms.
The fair value of such advances could not be obtained without incurring
excessive costs due to the related party nature of this instrument.

(8) SUBSEQUENT EVENT (UNAUDITED)

In July 1998, the Company and its shareholders signed a definitive agreement
with Work International Corporation (Work International), pursuant to which
all shares of the Company will be exchanged for cash and shares of Work
International's common stock concurrent with and as a condition of the
consummation of an initial public offering of the common stock of Work
International.

F-151

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Contract Health Professionals, Inc.:

We have audited the accompanying balance sheet of Contract Health
Professionals, Inc. as of December 31, 1997 and the related statements of
operations, shareholders' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Contract Health
Professionals, Inc. as of December 31, 1997 and the results of its operations
and its cash flows for the year then ended, in conformity with generally
accepted accounting principles.

KPMG Peat Marwick LLP

Houston, Texas
March 26, 1998

F-152

CONTRACT HEALTH PROFESSIONALS, INC.

BALANCE SHEETS

DECEMBER 31, MARCH 31,
ASSETS 1997 1998
------ ------------ -----------
(UNAUDITED)

Current assets:
Cash and cash equivalents........................... $ 22,724 $116,690
Trade accounts receivable, net of allowance of
$3,350............................................. 256,260 161,416
Prepaid expenses and other assets................... 3,635 2,300
-------- --------
Total current assets.............................. 282,619 280,406
Property and equipment, net........................... 12,731 20,185
Goodwill, net of amortization of $30,566 and $32,563,
respectively......................................... 318,760 316,763
-------- --------
Total assets...................................... $614,110 $617,354
======== ========

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------

Current liabilities:
Accrued payroll and related taxes................... $ 48,992 $ 50,642
Other current liabilities........................... 5,494 --
-------- --------
Current liabilities............................... 54,486 50,642
Notes payable to shareholders......................... 148,089 111,694
-------- --------
Total liabilities................................. 202,575 162,336
Shareholders' equity:
Common stock, no par value; 100 shares authorized,
issued and outstanding............................. 100 100
Retained earnings................................... 411,435 454,918
-------- --------
Total shareholders' equity........................ 411,535 455,018
Commitments and contingencies
-------- --------
Total liabilities and shareholders' equity........ $614,110 $617,354
======== ========

See accompanying notes to financial statements.

F-153

CONTRACT HEALTH PROFESSIONALS, INC.

STATEMENTS OF OPERATIONS

THREE MONTHS
YEAR ENDED ENDED MARCH 31,
DECEMBER 31, -----------------
1997 1997 1998
------------ -------- --------
(UNAUDITED)

Revenues--service fees........................... $2,099,691 $434,527 $560,598
Cost of services................................. 1,511,792 313,035 419,243
---------- -------- --------
Gross profit................................... 587,899 121,492 141,355
Selling, general, and administrative expenses.... 315,762 68,308 93,161
Amortization of goodwill......................... 8,883 5,722 2,221
Interest expense................................. 18,007 1,875 2,490
---------- -------- --------
Net income..................................... $ 245,247 $ 45,587 $ 43,483
========== ======== ========

See accompanying notes to financial statements.

F-154

CONTRACT HEALTH PROFESSIONALS, INC.

STATEMENTS OF SHAREHOLDERS' EQUITY

COMMON STOCK
------------- RETAINED
SHARES AMOUNT EARNINGS TOTAL
------ ------ -------- --------

Balance, December 31, 1996..................... 100 $100 $166,188 $166,288
Net income..................................... -- -- 245,247 245,247
--- ---- -------- --------
Balance, December 31, 1997..................... 100 100 411,435 411,535
Net income (unaudited)......................... -- -- 43,483 43,483
--- ---- -------- --------
Balance, March 31, 1998 (unaudited)............ 100 $100 $454,918 $455,018
=== ==== ======== ========

See accompanying notes to financial statements.

F-155

CONTRACT HEALTH PROFESSIONALS, INC.

STATEMENTS OF CASH FLOWS

THREE MONTHS
YEAR ENDED ENDED MARCH 31,
DECEMBER 31, -----------------
1997 1997 1998
------------ ------- --------
(UNAUDITED)

Cash flows from operating activities:
Net income..................................... $245,247 $45,587 $ 43,483
Adjustments to reconcile net income to
operating net cash provided by (used in)
activities:
Depreciation and amortization................. 13,527 5,722 3,835
Provision for bad debt........................ 3,350 -- --
Change in operating assets and liabilities:
Trade accounts receivable.................... (124,005) (26,282) 94,844
Prepaid expenses and other assets............ (2,510) (900) 1,111
Current liabilities and accrued expenses..... 29,007 (24,358) (3,844)
-------- ------- --------
Net cash provided by (used in) operating
activities................................. 164,616 (231) 139,429
-------- ------- --------
Cash flows from investing activities--purchase
of furniture, fixtures and office equipment.... (8,678) -- (9,068)
-------- ------- --------
Cash flows from financing activities:
Proceeds from notes payable due to
shareholders.................................. -- 16,480 --
Payments on notes payable due to shareholders.. (160,216) -- (36,395)
-------- ------- --------
Net cash provided by (used in) financing
activities................................. (160,216) 16,480 (36,395)
-------- ------- --------
Increase (decrease) in cash and cash
equivalents.................................... (4,278) 16,249 93,966
Cash and cash equivalents at beginning of
period......................................... 27,002 27,002 22,724
-------- ------- --------
Cash and cash equivalents at end of period...... $ 22,724 $43,251 $116,690
======== ======= ========
Supplemental disclosure of cash flow
information--cash paid for interest............ $ 18,007 $ 1,875 $ 2,490
======== ======= ========

See accompanying notes to financial statements.

F-156

CONTRACT HEALTH PROFESSIONALS, INC.

NOTES TO FINANCIAL STATEMENTS

(1) BUSINESS AND ORGANIZATION

Nature of Operations

Contract Health Professionals, Inc. (the Company), incorporated in the state
of Florida in 1994, provides primarily temporary and permanent personnel to
health care facilities located in Florida.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

Use of Estimates

Cash and Cash Equivalents

Cash and cash equivalents include bank deposits and short-term investments
with original maturities of three months or less when purchased.

Trade Accounts Receivable--Credit Risk

The Company provides, if necessary, allowances which management believes are
adequate to absorb losses to be incurred in realizing the amounts recorded in
the accompanying financial statements. The Company periodically evaluates the
creditworthiness of its customers' financial conditions to determine credit to
be extended and to determine the adequacy of the allowance for bad debts.
Historically, bad debts have not been significant. The Company's ability to
collect amounts due from customers could be affected by economic fluctuations
in its markets.

Property and Equipment

F-157

CONTRACT HEALTH PROFESSIONALS, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Income Taxes

The Company has elected to be treated as an S Corporation in accordance with
the provisions of the Internal Revenue Code of 1986. Under these provisions,
profits and losses are passed directly to the shareholders for inclusion in
their personal income tax returns. Shareholders are also responsible for state
income taxes.

Goodwill

Goodwill, which represents the excess of purchase price over fair value of
net assets acquired, is amortized on a straight-line basis over 40 years. The
Company assesses the recoverability of this intangible asset by determining
whether the amortization of the goodwill balance over its remaining life can
be recovered through undiscounted future operating cash flows of the acquired
operation. The amount of goodwill impairment, if any, is measured based on
projected discounted future operating cash flows using a discount rate
reflecting the Company's average cost of funds. The assessment of the
recoverability of goodwill will be impacted if estimated future operating cash
flows are not achieved.

Revenue and Cost Recognition

The Company's revenues consist primarily of service fees paid by its clients
under client service agreements. The Company accounts for service fees and the
related direct professional costs using the accrual method of accounting.
Under the accrual method, service fees relating to professionals with earned
but unpaid costs at the end of each period are recognized as unbilled revenues
and the related direct costs are accrued as a liability during the period in
which costs are incurred by worksite professionals. Subsequent to the end of
each period, such costs are paid and the related service fees are billed.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, receivables, payables and
notes payable approximate their fair values due to their terms and rates as
applicable.

(3) CONCENTRATION OF RISK

At December 31, 1997 approximately 28% of the Company's trade accounts
receivable were derived from one customer. At March 31, 1998, approximately
32% (unaudited) of the Company's trade accounts receivable were derived from
three customers. Approximately 30% of the Company's revenues for the year
ended December 31, 1997 were derived from two customers. Approximately 36%
(unaudited) of the Company's revenues for the three months ended March 31,
1998 were derived from two customers.

F-158

CONTRACT HEALTH PROFESSIONALS, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(4) PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

DECEMBER 31, MARCH 31,
1997 1998
------------ -----------
(UNAUDITED)

Furniture and fixtures........................... $10,305 $19,373
Office equipment................................. 12,916 12,916
------- -------
23,221 32,289
Less accumulated depreciation.................... 10,490 12,104
------- -------
$12,731 $20,185
======= =======

(5) LONG-TERM DEBT

Long-term debt consists of the following:

DECEMBER 31, MARCH 31,
1997 1998
------------ -----------
(UNAUDITED)

Note payable to shareholders due in monthly
installments of interest only at 7% per annum with a
lump sum principal payment due July 31, 2000........ $105,000 $105,000
Note payable to shareholders due in monthly
installments of interest only at 7% annually with a
lump sum principal payment due July 31, 2000........ 43,089 6,694
-------- --------
Long-term debt..................................... $148,089 $111,694
======== ========

Future maturities of long-term debt as of December 31, 1997 are as follows:

YEAR ENDING DECEMBER,
---------------------

1998........................................................... $ --
1999........................................................... --
2000........................................................... 148,089
--------
$148,089
========

(6) EMPLOYEE BENEFIT PLAN

The Company has a defined benefit pension plan (the Plan), which currently
covers two (shareholders) of its five salaried employees. Under the terms of
the Plan, employees working a minimum of one thousand hours per year with
twenty four months of service and who have attained twenty one years of age
are eligible to participate. During 1997, the Company recognized $35,498 of
expense related to the Plan. The projected benefit obligation for service
rendered to December 31, 1997 is approximately $40,000 and plan assets
approximate $51,000.

(7) LEASES

The Company leases office space under a noncancelable lease agreements
accounted for as operating leases. Rental expense for the year ended December
31, 1997 and three months ended March 31, 1998 was approximately $13,272 and
$5,962 (unaudited), respectively.

F-159

CONTRACT HEALTH PROFESSIONALS, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Future minimum lease payments under noncancelable operating leases as of
December 31, 1997 are:

YEAR ENDING DECEMBER 31,
------------------------

1998.......................................................... $ 30,422
1999.......................................................... 32,121
2000.......................................................... 32,121
2001.......................................................... 32,121
2002.......................................................... 32,121
2003.......................................................... 2,678
--------
Total minimum lease payments................................ $161,584
========

(8) SUBSEQUENT EVENT (UNAUDITED)

F-160

[PLATFORM/SKILL LINKS CHART]

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

NO DEALER, SALES REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PRO-
SPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, ANY OF THE UNDERWRITERS
OR ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE
DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLIC-
ITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN THE SHARES OF COMMON
STOCK OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITA-
TION OF AN OFFER TO BUY ANY OF THE SHARES OF COMMON STOCK OFFERED HEREBY BY
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHO-
RIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALI-
FIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLIC-
ITATION.

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

TABLE OF CONTENTS

PAGE
----

Prospectus Summary........................................................ 3
Risk Factors.............................................................. 9
The Company............................................................... 17
Use of Proceeds........................................................... 20
Dividend Policy........................................................... 20
Capitalization............................................................ 21
Dilution.................................................................. 22
Selected Historical and Pro Forma Financial Data.......................... 23
Management's Discussion and Analysis of Pro Forma Financial Condition and
Pro Forma Results of Operations.......................................... 25
Management's Discussion and Analysis of Financial Condition and Results of
Operations--Combined and Selected Founding Companies..................... 30
Business.................................................................. 41
Management................................................................ 52
Certain Transactions...................................................... 60
Principal Stockholders.................................................... 64
Shares Eligible for Future Sale........................................... 66
Description of Capital Stock.............................................. 67
Underwriting.............................................................. 70
Legal Matters............................................................. 71
Experts................................................................... 71
Additional Information.................................................... 71
Index to Financial Statements............................................. F-1

UNTIL , 1998 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING IN
THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN
ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

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

6,458,334 SHARES

[LOGO TO COME]
WORK INTERNATIONAL CORPORATION

COMMON STOCK

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

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

THE ROBINSON-HUMPHREY COMPANY

J.C. BRADFORD & CO.

ABN AMRO INCORPORATED

, 1998

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

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses (other than underwriting
discounts and commissions) in connection with the offering described in this
Registration Statement, all of which shall be paid by the Company. All of such
amounts (except the SEC Registration Fee, the NASD Filing Fee and the New York
Stock Exchange Listing Fee) are estimated.

SEC Registration Fee................................................... $28,483
NASD Filing Fee........................................................ *
New York Stock Exchange Listing Fee.................................... *
Blue Sky Fees and Expenses............................................. *
Printing and Engraving Costs........................................... *
Legal Fees and Expenses................................................ *
Accounting Fees and Expenses........................................... *
Transfer Agent and Registrar Fees and Expenses......................... *
Miscellaneous.......................................................... *
-------
Total.................................................................. *
=======

- --------
* To be provided by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The TBCA permits a corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action. In an action
brought to obtain a judgment in the corporation's favor, whether by the
corporation itself or derivatively by a stockholder, the corporation may only
indemnify for expenses, including attorney's fees, actually and reasonably
incurred in connection with the defense or settlement of such action, and the
corporation may not indemnify for amounts paid in satisfaction of a judgment
or in settlement of the claim. In any such action, no indemnification may be
paid in respect of any claim, issue or matter as to which such person shall
have been adjudged liable to the corporation except as otherwise approved by
the court in which the claim was brought. In any other type of proceeding, the
indemnification may extend to judgments, fines and amounts paid in settlement,
actually and reasonably incurred in connection with such other proceeding, as
well as to expenses.

The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. The statute contains additional limitations
applicable to criminal actions and to actions brought by or in the name of the
corporation. The determination as to whether a person seeking indemnification
has met the required standard of conduct is to be made (1) by a majority vote
of the directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (2) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (3)
by the stockholders.

WORK's Certificate of Incorporation and Bylaws require WORK to indemnify its
directors and officers to the fullest extent permitted under Texas law. In
addition, pursuant to employment agreements entered into by WORK with its
executive officers and certain other key employees, WORK must indemnify such
officers and

II-1

employees in the same manner and to the same extent that WORK is required to
indemnify its directors under WORK's Certificate of Incorporation and Bylaws.
WORK's Certificate of Incorporation limits the personal liability of a
director to the corporation or its stockholders to damages for breach of the
director's fiduciary duty.

WORK has not purchased insurance on behalf of its directors and officers
against certain liabilities that may be asserted against, or incurred by, such
persons in their capacities as directors or officers of the registrant, or
that may arise out of their status as directors or officers of the registrant,
including liabilities under the federal and state securities laws. WORK has
entered into indemnification agreements to indemnify its directors and
executive officers to the maximum extent permitted under Texas law.

The Underwriting Agreement provides for indemnification of the directors and
officers of the Company in certain circumstances.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Since its inception (September 4, 1997), WORK has issued and sold the
following unregistered securities:

(1) On July 10, 1998, WORK underwent a recapitalization which included
the Reverse Stock Split. As adjusted for the recapitalization, WORK has
issued and sold an aggregate of 885,718 shares of Common Stock to its
employees, directors and consultants at a purchase price of approximately
$.003 per share as follows:

COMMON STOCK PURCHASERS

NUMBER
OF DATE OF
SHAREHOLDER SHARES SUBSCRIPTION
----------- ------- -----------------

Edward J. Hoffer...................................... 101,339 September 4, 1997
Scott J. Wollins...................................... 87,578 September 4, 1997
Richard K. Reiling.................................... 153,886 September 4, 1997
Richard S. Rouse...................................... 25,021 September 4, 1997
Bollard Group LLC..................................... 43,789 September 4, 1997
J. Patrick Millinor, Jr............................... 2,503 September 4, 1997
Chester J. Jachimiec.................................. 2,503 September 4, 1997
Jerome L. Strom....................................... 1,876 September 4, 1997
Debra Joy Eklove...................................... 2,503 September 4, 1997
S*H Family Limited Partnership........................ 45,665 September 4, 1997
Darren Miller......................................... 2,503 September 4, 1997
Pamela Gaye Anderson Reiling.......................... 2,503 September 4, 1997
Jeanette R. Sooley.................................... 2,503 September 4, 1997
Donna L. Vernon....................................... 1,983 September 4, 1997
Samuel R. Sacco....................................... 68,393 September 4, 1997
French Family Trust................................... 177,438 September 4, 1997
Jones Joint Trust..................................... 19,826 September 4, 1997
Monte R. Stephens..................................... 62,445 September 4, 1997
Arthur C. Goetze...................................... 1,250 September 4, 1997
Foresee Capital Ltd................................... 18,766 September 4, 1997
Mark F. Walz.......................................... 61,445 September 4, 1997
-------
TOTAL COMMON SHARES............................. 885,718
=======

(2) On May 15, 1998, the Company granted Michael Hlinak, Kay Berry and
Curt Mackey 15,000, 2,500 and 2,500 shares of Common Stock, respectively,
in exchange for services.

II-2

(3) From November to December 1997, WORK issued and sold an aggregate
1,000 shares of Series A Preferred Stock for an aggregate cash
consideration of $1 million. Upon closing of the Offering, the outstanding
shares of Series A Preferred Stock were automatically converted into
200,482 shares of Common Stock. Shares of Series A Preferred Stock were
issued to the following accredited investors:

SERIES A PREFERRED STOCK PURCHASERS

NUMBER
OF DATE OF
NAME SHARES SUBSCRIPTION
---- ------- ----------------

Atlantis Software...................................... 62.5 November 5, 1997
Vincent Vazquez........................................ 62.5 November 5, 1997
J. Martin and Sandra Barrash........................... 40.0 December 1, 1997
Deborah Ilene Barrash.................................. 20.0 December 1, 1997
Lauren Michelle Barrash................................ 20.0 December 1, 1997
Jennifer Lynn Barrash.................................. 20.0 December 1, 1997
P. Jeffrey Bogert...................................... 50.0 December 1, 1997
Stanley W. Crawford.................................... 25.0 December 1, 1997
David H. Davis......................................... 25.0 December 1, 1997
David L. Fink.......................................... 50.0 December 1, 1997
Bradley R. Freels...................................... 25.0 December 1, 1997
John H. Hessel Living Trust, U/A 09-22-89.............. 50.0 December 1, 1997
Scott M. Hoffer........................................ 50.0 December 1, 1997
Husky Boy, LLC......................................... 25.0 December 1, 1997
Daniel H. Mainini...................................... 25.0 December 1, 1997
S*H Family Limited Partnership......................... 25.0 December 1, 1997
Ralph and Carole Minton................................ 50.0 December 1, 1997
John D. Morell......................................... 15.0 December 1, 1997
Samuel R. Sacco........................................ 25.0 December 1, 1997
Thomas P. Sawyer....................................... 25.0 December 1, 1997
W. Craig Schmitz....................................... 25.0 December 1, 1997
Spectra Partners, Ltd.................................. 65.0 December 1, 1997
Jerome L. and Rosie Ann Strom.......................... 75.0 December 1, 1997
Roger and Jane Strom................................... 20.0 December 1, 1997
John M. Sullivan....................................... 25.0 December 1, 1997
Jack & Janyce Turturici................................ 50.0 December 1, 1997
Irwin M. Barg.......................................... 50.0 December 1, 1997
-------
TOTAL SERIES A SHARES............................ 1,000.0
=======

II-3

(4) During March and April 1998, WORK issued and sold an aggregate 2,500
shares of Series B Preferred Stock for an aggregate cash consideration of
$2.5 million. Upon closing of the Offering, the outstanding shares of
Series B Preferred Stock were automatically converted into 313,253 shares
of Common Stock. Shares of Series B Preferred Stock were issued to the
following accredited investors:

SERIES B PREFERRED STOCK PURCHASERS

NUMBER DATE OF
SHAREHOLDER OF SHARES SUBSCRIPTION
----------- --------- --------------

Frank Blumenfeld....................................... 100.0 March 26, 1998
B. R. Eubanks.......................................... 150.0 March 26, 1998
Stephen L. Hughey...................................... 50.0 March 26, 1998
Kase Family LTD........................................ 100.0 March 26, 1998
Kenneth H. Kase........................................ 10.0 March 26, 1998
Jerome L. Strom and Rosie Ann Strom.................... 100.0 March 26, 1998
Merit Systems, Inc..................................... 200.0 March 27, 1998
3 K Partnership........................................ 200.0 March 30, 1998
Earle S. Lilly......................................... 40.0 March 30, 1998
Barry W. Adkins........................................ 7.5 March 31, 1998
Joseph F. & Vera Brown, LTD. Trust..................... 50.0 March 31, 1998
B. R. Eubanks.......................................... 100.0 March 31, 1998
Doris T. Finger Trust.................................. 70.0 March 31, 1998
Alan S. Finger......................................... 100.0 March 31, 1998
Finger Interests Number One, LTD....................... 100.0 March 31, 1998
Sherri E. Hughey....................................... 50.0 March 31, 1998
Barney F. Kogen and Company, Inc....................... 95.0 March 31, 1998
Leslie W. Levenson..................................... 50.0 March 31, 1998
John H. Lindsey........................................ 100.0 March 31, 1998
Daniel A. Mainini...................................... 25.0 March 31, 1998
W. Mark Moore.......................................... 5.0 March 31, 1998
Roger A. Ramsey........................................ 200.0 March 31, 1998
Don K. Rice Investment Company......................... 50.0 March 31, 1998
Wayne A. Risoli........................................ 7.5 March 31, 1998
Tierney Investments.................................... 50.0 March 31, 1998
Thomas J. Tierney...................................... 100.0 March 31, 1998
Marvin Z. Woskow....................................... 100.0 March 31, 1998
Richard K. Reiling..................................... 40.0 March 31, 1998
Rusty Burnett and Susan W. Burnett..................... 200.0 March 31, 1998
Ralph & Carole Minton.................................. 50.0 April 1, 1998
-------
TOTAL SERIES B SHARES............................ 2,500.0
=======

The sales of the securities described in paragraphs (1) through (3) were
exempt from registration under the Securities Act in reliance upon Section
4(2) of the Securities Act, or Regulation D promulgated thereunder, as
transactions by an issuer not involving a public offering. The recipients of
securities in each such transaction represented their intention to acquire the
securities for investment only and not with a view to or for sale in
connection with any distribution thereof and appropriate legends were affixed
to the share certificates and other instruments issued in such transactions.
All recipients either received adequate information about WORK or had access,
through employment or other relationships, to such information.

II-4

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits.

EXHIBIT
NUMBER DESCRIPTION
------- -----------

*1.1 --Form of Underwriting Agreement.
2.1 --Agreement and Plan of Reorganization dated July 10, 1998 by and
among the Company, APS Acquisition, Inc., Absolutely Professional
Staffing, Inc. and its Stockholders.
2.2 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, BAI Acquisition, Inc., Botal Associates, Inc.
and its Stockholders.
2.3 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, AIM Acquisition, Inc., Aim Staffing, Inc. and
its Stockholders.
2.4 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, ACC Acquisition, Inc., Access Staffing, Inc.
and its Stockholders.
2.5 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, BT Acquisition, Inc., Benetemps, Inc. and its
Stockholders.
2.6 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, BCC Acquisition, Inc., The Burnett Companies
Consolidated, Inc. and its Stockholders.
2.7 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, CHPI Acquisition, Inc., Contract Health
Professionals Inc. and its Stockholders.
2.8 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, CPI Acquisition, Inc., Core Personnel, Inc.
and its Stockholders.
2.9 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, CPA Acquisition, Inc., Core Personnel of
Arlington, Inc. and its Stockholders.
2.10 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, CSSI Acquisition, Inc., CoreLink Staffing
Services, Inc. and its Stockholders.
2.11 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, LPL Acquisition, Inc., Law Pros Legal
Placement Services, Inc. and its Stockholders.
2.12 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, LRI Acquisition, Inc., Law Resources, Inc. and
its Stockholders.
2.13 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, PCN Acquisition, Inc., Professional Consulting
Network, Inc. and its Stockholders.
2.14 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, SHA Acquisition, Inc., Smith Hanley
Associates, Inc. and its Stockholders.
2.15 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, SHCG Acquisition, Inc., Smith Hanley
Consulting Group, Inc. and its Stockholders.
2.16 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, SPS Acquisition, Inc., Sparks Personnel
Services, Inc. and its Stockholders.
2.17 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, SAI Acquisition, Inc., Sparks Associates, Inc.
and its Stockholders.
2.18 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, CCS Acquisition, L.L.C., Customer Care
Solutions, LLC and its Stockholders.
2.19 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, TMI Acquisition, Inc., Task Management, Inc.
and its Stockholders.
2.20 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, 1296209 Ontario Inc., TOSI Placement Services
Inc. and its Stockholders.
2.21 --Agreement and Plan of Reorganization dated as of July 10, 1998 by
and among the Company, WSI Acquisition, Inc., WSI Personnel Services,
Inc. and its Stockholders.
2.22 --Uniform Provisions of the Agreements and Plans of Reorganization for
the Acquisition of the Founding Companies.
2.23 --Form of General Release executed by the Founding Companies'
stockholders.
3.1 --Amended and Restated Articles of Incorporation of the Company dated
July 10, 1998.

II-5

EXHIBIT
NUMBER DESCRIPTION
------- -----------

3.2 --Bylaws of the Company.
*4.1 --Form of Certificate representing Common Stock.
4.2 --Form of Registration Rights Agreement among the Company and the
Founding Companies' stockholders.
*5.1 --Opinion of Porter & Hedges, L.L.P.
*10.1 --1998 Incentive Stock Plan of the Company.
*10.2 --Form of Indemnification Agreement between the Company and each of
its directors and officers.
10.3 --Employment Agreement by and between the Company and Samuel R. Sacco
dated effective as of September 30, 1997.
10.4 --Employment Agreement by and between the Company and B. Garfield
French dated November 1, 1997.
10.5 --Employment Agreement by and between the Company and Mark F. Walz
dated effective as of December 6, 1997.
10.6 --Employment Agreement by and between the Company and Monte R.
Stephens dated effective as of November 15, 1997.
*10.7 --Employment Agreement by and between the Company and Michael L.
Hlinak.
10.8 --Employment Agreement by and between the Company and Susan W. Burnett
to be effective upon consummation of the Acquisitions.
10.9 --Employment Agreement by and between the Company and Stephen M.
Sparks to be effective upon consummation of the Acquisitions.
10.10 --Employment Agreement by and between the Company and Gilbert Rosen to
be effective upon consummation of the Acquisitions.
10.11 --Employment Agreement by and between the Company and Morton Fishman
to be effective upon consummation of the Acquisitions.
10.12 --Employment Agreement by and between the Company and John R. Haesler
to be effective upon consummation of the Acquisitions.
10.13 --Employment Agreement by and between the Company and James Schneider
to be effective upon consummation of the Acquisitions.
10.14 --Employment Agreement by and between the Company and Thomas A.
Hanley, Jr. to be effective upon consummation of the Acquisitions.
10.15 --Form of Employment Agreement by and between the Company and certain
key officers of the Founding Companies to be effective upon
consummation of the Acquisitions.
10.16 --Engagement Agreement by and between the Company and Bollard dated
July 2, 1998.
10.17 --Consulting Agreement by and between the Company and Bollard dated
April 1, 1998.
10.18 --Agreement by and between the Company and Bollard dated July 2, 1998.
*10.19 --Funding Agreement by and between the Company and Bollard.
21.1 --Subsidiaries of WORK.
23.1 --Consent of KPMG Peat Marwick LLP.
*23.2 --Consent of Porter & Hedges, L.L.P. (contained in Exhibit 5.1)
23.3 --Consent of Roger A. Ramsey as nominee for director
23.4 --Consent of John M. Sullivan as a nominee for director
23.5 --Consent of J. Patrick Millinor, Jr. as a nominee for director
23.6 --Consent of Susan W. Burnett as a nominee for director
23.7 --Consent of Stephen M. Sparks as a nominee for director
23.8 --Consent of Gilbert Rosen as a nominee for director
23.9 --Consent of Morton Fishman as a nominee for director
23.10 --Consent of John R. Haesler as a nominee for director
23.11 --Consent of James Schneider as a nominee for director
23.12 --Consent of Thomas A. Hanley, Jr. as a nominee for director
24.1 --Power of Attorney (included on the signature page of this
Registration Statement).
*27.1 --Financial Data Schedule.

- --------
*To be filed by amendment.

(b) Financial Statement Schedules.

All schedules are omitted because they are not applicable or because the
required information is contained in the Financial Statements or Notes thereto.

II-6

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes to provide to the Underwriters,
at the closing specified in the Underwriting Agreement, certificates
representing the shares of Common Stock offered hereby in such denominations
and registered in such names as required by the Underwriters to permit prompt
delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and Exchange 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 securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For the purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as a part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus
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.

II-7

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS,
ON JULY 10, 1998.

WORK INTERNATIONAL CORPORATION

/s/ B. Garfield French
By: __________________________________
B. Garfield French,
President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints B. Garfield French
and Mark F. Walz, and both of them, either of whom may act without the joinder
of the other, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and any registration
statement for the same offering filed pursuant to Rule 462 under the Securities
Act of 1933, and to file the same, with all exhibits thereto and all other
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing appropriate or necessary to be done, as fully and for
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or their substitute
or substitutes 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 CAPACITY IN WHICH DATE
SIGNED

/s/ B. Garfield French President and Chief July 10, 1998
- ---------------------------------- Executive Officer,
B. GARFIELD FRENCH Director
(Principal
Executive Officer)

/s/ Mark F. Walz Vice President and July 10, 1998
- ---------------------------------- Chief Financial
MARK F. WALZ Officer (Principal
Financial and
Accounting
Officer)

/s/ Samuel R. Sacco Director July 10, 1998
- ----------------------------------
SAMUEL R. SACCO

II-8