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                     Form of Marketing Services Agreement
                             with Joseph M. Vazquez
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                          MARKETING SERVICES AGREEMENT

      THIS  AGREEMENT  is made  as of the 21 day of May ,  1997  by and  between
Joseph M. Vazquez  (hereinafter  referred to as the  "Consultant") and Workforce
Systems Corp., a Florida corporation (hereinafter referred to as the "Company").

      WHEREAS,  the  Company is a  publicly-held  company  with three  operating
subsidiaries.

      WHEREAS,  the Consultant has from time to time provided certain  marketing
services  to the  Company  including,  but not  limited  to,  (i)  advising  and
assisting  the Company in  developing  and  implementing  an investor  relations
program including,  (ii) dissemination of press releases, due diligence packages
and other publicly available information on the Company, and (iii) assisting and
advising the Company in the creation of investor  relations  information and due
diligence packages (collectively, the "Services").

      WHEREAS,  the Company  wishes to compensate the Consultant in full for all
Services.

      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.    COMPENSATION.  As full and complete  compensation  for the Services,
the  Company  shall pay the  Consultant  an  aggregate  of 10,082  shares of the
Company's  common stock.  Such  compensation  shall constitute full and complete
satisfaction  of any and all fees,  expenses  and  costs of any kind  whatsoever
which  may be due the  Consultant  in  connection  with the  performance  of the
Services.

      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.


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      (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 the Consultant.

      (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:
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                                    Ella Boutwell Chesnutt,
                                    President

                                    -------------------------------- 
                                    Joseph M. Vazquez












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