Form of Stock Compensation Agreement with Lester E. Gann




















































                          STOCK COMPENSATION AGREEMENT

      THIS  AGREEMENT is made as of the 2nd day of January,  1997 by and between
Workforce Systems Corp., a Florida corporation  (hereinafter  referred to as the
"Company") and Lester E. Gann ("Gann").

      WHEREAS,  the  Company is a  publicly-held  company  with three  operating
divisions, including manufacturing, employee staffing and consumer products.

      WHEREAS,  Gann is  President  of  Industrial  Fabrication  & Repair,  Inc.
("IFR"),  a wholly- owned subsidiary of the Company and a company which operates
within the manufacturing division.

      WHEREAS,  Gann was the founder and President of IFR prior to the Company's
acquisition of IFR in May 1995.

      WHEREAS,  subsequent  to such  acquisition,  Gann remained with IFR in his
previous  role  and IFR and  Gann  became  parties  to that  certain  Employment
Agreement dated as of May 22, 1995 (the "Employment Agreement"), a copy of which
is attached hereto as Exhibit A and incorporated herein by such reference.

      WHEREAS, pursuant to Paragraph 5(a) from time to time Gann may be entitled
to receive a performance bonus.

      WHEREAS,  based upon the  performance of IFR since its  acquisition by the
Company,  the Board of  Directors of the Company  deem it to be  appropriate  to
award Gann a bonus.

      NOW, THEREFORE, in consideration of the recitals,  promises and conditions
in this Agreement, the parties hereto agree as follows:

      1.    RECITALS.  The foregoing recitals are true and correct.

      2.    AWARD OF STOCK.  The Company  hereby  grants an  aggregate of 10,000
shares of the  Company's  common  stock to Gann as a bonus (the  "Bonus  Stock")
pursuant to Paragraph 5(a) of the Employment Agreement,  such stock to be issued
as follows:
            (a)   5,000 shares on April 1, 1997;

            (b)   2,500 shares on July 1, 1997; and

            (c)   2,500 shares on September 1, 1997.













      Gann shall be responsible for the payment of any taxes which may accrue as
a result of the issuance of the Bonus Stock.

      3.    MISCELLANEOUS.

      (a)   Any  notice,  request,  demand or other  communication  required  or
permitted  hereunder shall be deemed to be properly given when personally served
in writing or when  deposited  in the United  States mail,  first class  postage
prepaid,  addressed  to the  other  party  at the  addresses  appearing  in this
Agreement.  Either  party may change  its  address  by  written  notice  made in
accordance with this section.

      (b)   This Agreement shall inure to the benefit of and be binding upon the
parties  hereto  and their  respective  legal  representatives,  administrators,
executors,  successors,  subsidiaries and affiliates.  This Agreement may not be
assigned by Gann.

      (c)   This  Agreement  shall be governed and construed in accordance  with
the laws of the State of Florida.

      (d)   This Agreement constitutes the entire agreement between the parties.
No promises, guarantees,  inducements or agreements, oral or written, express or
implied,  have  been  made  other  than as  contained  in this  Agreement.  This
Agreement  can only be  modified  or changed in writing  signed by both  parties
hereto.

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


                              Workforce Systems Corp.

                              By:
                                 --------------------------
                                    Ella Boutwell Chesnutt,
                                    President

                              -----------------------------
                              Lester E. Gann