Form of Stock Compensation Agreement
                         with Charles B. Pearlman, Esq.
















































                         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  Charles  B.  Pearlman,   Esq.   (hereinafter   referred  to  as
"Pearlman").

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

      WHEREAS,  Pearlman is an attorney specializing in corporate and securities
law and has represented the Company since its inception.

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

      WHEREAS,  Pearlman 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 Pearlman to provide with all
manner of legal services as same relate to matters  involving  corporate  and/or
securities laws (the "Services") and Pearlman hereby accepts such engagement.

      3.    COMPENSATION.  As full and complete  compensation  for the Services,
the Company  shall pay Pearlman an aggregate of 20,000  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.  Pearlman shall be solely  responsible  for the payment on
any and all expenses  incurred by him 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 Pearlman.

      (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


                              -----------------------------
                              Charles B. Pearlman, Esq.