Form of Stock Compensation Agreement
                   with Atlas, Pearlman, Trop & Borkson, P.A.





















































                          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 Atlas,  Pearlman,  Trop & Borkson,  PA and Charles B.  Pearlman,
Esq., its authorized agent (collectively, "APT").

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

      WHEREAS,  APT is a law firm  specializing  in corporate and securities law
and has been general counsel for the Company since its inception.

      WHEREAS, the Company desires to engage APT to provide legal services to it
during  the  calendar  year  commencing   January  1,  1997  under  a  flat  fee
arrangement.

      WHEREAS,  APT has  agreed to  accept  such  engagement  upon the terms and
conditions hereinafter set forth.

      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.    ENGAGEMENT.  The  Company  hereby  engages  APT to provide  with all
manner of legal services as same relate to matters  involving  corporate  and/or
securities laws (the "Services") and APT hereby accepts such engagement.

      3.    COMPENSATION.  As full and complete  compensation  for the Services,
the Company shall pay APT an aggregate of 10,000 shares of the Company's  common
stock (the "Compensation  Stock").  In connection  therewith,  the Company shall
file a  registration  statement  with the  Securities  and  Exchange  Commission
registering the Compensation Stock under the Securities Act of 1933, as amended.

      4.    EXPENSES. APT shall be solely responsible for the payment on any and
all expenses incurred by it in rendering the Services including, but not limited
to, costs of photocopies and telephone services.
















      5.    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 APT.

      (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

                              Atlas, Pearlman, Trop & Borkson, P.A.

                              By:
                                 --------------------------
                                    Charles B. Pearlman,
                                    Authorized Agent