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          FORM OF AMENDED AND RESTATED STOCK COMPENSATION AGREEMENT
                        WITH CHARLES B. PEARLMAN, ESQ
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                AMENDED AND RESTATED STOCK COMPENSATION AGREEMENT

      THIS AMENDED AND RESTATED STOCK  COMPENSATION  AGREEMENT is made as of the
18th day of  June,  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 and affiliated with Atlas, Pearlman, Trop
& Borkson, P.A., counsel to the Company.

      WHEREAS,  Pearlman does not perform nor does he supervise the  performance
of any of the legal work for the Company undertaken by Atlas,  Pearlman,  Trop &
Borkson, P.A., such matters being the responsibility of Joel D.
Mayersohn, Esq., a partner of the firm.

      WHEREAS,  on January 2, 1997 the Company and  Pearlman  entered  into that
certain Stock  Compensation  Agreement  ("January 1997  Agreement")  whereby the
Company  engaged Mr.  Pearlman to provide certain legal services to under during
the calendar year commencing January 1, 1997 under a flat fee
arrangement.

      WHEREAS, the parties wish to amend the such agreement to clarify the scope
of such engagement.

      WHEREAS,  this Amended and Restated  Stock  Compensation  Agreement  shall
supersede in all respects the January 1997 Agreement.

      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 certain
legal  advisory  services  which  are  unrelated  to those  provided  by  Atlas,
Pearlman,  Trop & Borkson,  P.A. in areas related to general  corporate  law, as
well as matters  involving  the due  diligence  of business  matters  related to
pending  or  contemplated  acquisition  (the  "Services").  Pearlman  shall make
himself  available  to the  Company  on a special  priority  basis to render the
Services  to the  Company  at the  discretion  of the  Board of  Directors  upon
reasonable notice.







      3.    COMPENSATION.  As full and complete  compensation  for the Services,
the Company  shall pay Pearlman an aggregate of 5,000  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:
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                                          Ella Boutwell Chesnutt,
                                          President


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