EXHIBIT 10.4
1
July 15, 1996



Mr. Gary F. Hentschel
5760 Ravine Road
Indianapolis, Indiana 46220

     Re:  Incentive Stock Option Agreement

Dear Mr. Hentschel:

     Personnel Management, Inc. (the "Corporation"),
pursuant to the Personnel Management, Inc. 1994 Stock
Option Plan (the "Plan"), hereby grants to you as of July
15, 1996 (the "Effective Date"), an incentive stock
option (the "Option"), which Option shall have the
following terms and conditions, in addition to those
provided in the Plan:

     1.   Number of Shares:  The Option is for 50,000
          shares of the Corporation's common stock, no
          par value (the "Common Shares"), subject to
          adjustment as provided in the Plan.

     2.   Exercise Price:  The per share exercise price
          shall be $8.61 (the average of the closing bid
          and asked prices for the five trading days
          immediately preceding the Effective Date of
          the Option), subject to adjustment as provided
          in the Plan.

     3.   Exercisability.  The Option shall become
          immediately exercisable with respect to 10,000
          shares covered by the Option, and the
          remaining 40,000 shares covered by the Option
          shall vest and first become exercisable,
          subject to your continued employment, in four
          installments of 10,000 shares each on each of
          the first four anniversaries of the Effective
          Date.  Notwithstanding the preceding sentence,
          the Option shall become immediately
          exercisable with respect to all shares covered
          by the Option upon (a) your death, (b) your
          "Permanent and Total Disability", as defined
          in the Plan, (c) your becoming entitled to the
          Severance Entitlement pursuant to and as
          defined in Section 3 of the Change of Control
          Severance Benefits Agreement dated July 15,
          1996, between you and the Corporation, (d) the
          dissolution or liquidation of the Corporation,
          (e) a reorganization, merger or consolidation
          of the Corporation as a result of which the
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          outstanding securities of the class then
          subject to the Option hereunder are changed
          into or exchanged for cash or property or
          securities not of the Corporation's issue, or
          (f) a sale of substantially all the property
          of the Corporation to another corporation or
          person.

The Option will expire with respect to all unpurchased
shares at 5:00 p.m., E.S.T. on July 14, 2006.

     The Option, which is intended to qualify as an
"incentive stock option" within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended,
shall be in all respects limited and conditioned as
provided in the Plan.  You should consult with your
personal tax advisor regarding the tax consequences of
exercising "incentive stock options" in connection with
any future decision by you to exercise the Option in
whole or in part.  Under Sections 6 and 8 of the Plan,
the Option generally cannot be voluntarily transferred by
you and the Option generally cannot be exercised by
anyone other than you during your lifetime.  A copy of
the Plan is enclosed with this letter.  Exercise of the
Option shall be subject to your making of the
representations set forth below and any representations
to such other matters as the Corporation's Stock Option
Committee, in its discretion, may determine to be
necessary or advisable to evidence compliance with
requirements under the Securities Act of 1933, as
amended, or state securities laws for registering or
exempting from registration any offer or sale of the
Corporation's securities pursuant to the Plan.

     Neither this letter nor the Plan shall be construed
as giving you any right to be retained in the employ of
the Corporation and neither shall be construed as
limiting in any way the Corporation's right to terminate
or change the terms of your employment.  The Option and
your right to purchase or receive shares pursuant to the
Option shall terminate within the time periods specified
by Section 8 of the Plan in the event your employment
with the Corporation is terminated.

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     This letter, upon your delivery of an executed copy
to the Corporation, shall constitute a binding incentive
stock option agreement between you and the Corporation. 


                             Very truly yours,

                             PERSONNEL MANAGEMENT, INC.


                             By /s/ Don R. Taylor
                               Don R. Taylor, President


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            ACKNOWLEDGMENT AND AGREEMENT

     I hereby acknowledge receipt of this letter granting
me the above Option as well as receipt of a copy of the
Plan, and I acknowledge and agree to be bound by the
following:

     1.   I have received a copy of this letter and the
Plan (and the Company's Memorandum dated October 31, 1994
addressed to Participants in the Plan, which Memorandum
constitutes part of the Prospectus covering securities
that have been registered under the Securities Act of
1933) and agree to be bound by the terms and conditions
set forth herein and therein.

     2.   I agree to be responsible for, and to cooperate
with the Corporation in connection with, the satisfaction
of all applicable federal, state or local income tax
withholding requirements and other like requirements
arising therefrom.


EXECUTED this 15th day of July, 1996.




                        /s/ Gary F. Hentschel
                        Gary F. Hentschel

0669\EDGAR\STK-OPT.GFH