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EXHIBIT 10.26

ASSET PURCHASE AGREEMENT

between

Cross Temps, Inc. and Cross Personnel Agency, Inc.
(the "Sellers")

and

James A. Zamparelli, Maria Zamparelli, Michael Monda, and John Costa
(the "Primary Stockholders")

and

SNELLING AND SNELLING, INC.
(the "Purchaser")
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TABLE OF CONTENTS

Page
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1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2. Sale and Transfer of Certain Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3. Assumption of Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4. Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5. Allocation of Purchase Price. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
6. Allocations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
7. Collection of Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
8. Closing Deliveries by the Sellers and the Primary Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . 6
9. Closing Deliveries by Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
10. Representations and Warranties of the Sellers and the Primary Stockholders . . . . . . . . . . . . . . . . . . . . 8
11. Covenants of the Sellers and the Primary Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
12. Representations and Warranties of Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
13. Covenants of Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
14. Indemnity by the Sellers and the Primary Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
15. Indemnity by Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
16. Loss or Destruction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
17. Conditions Precedent to Purchaser's Obligation to Close . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
18. Conditions Precedent to the Sellers' Obligation to Close . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

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19. Additional Post-Closing Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
20. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
21. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
22. General Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
23. Mediation and Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
24. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
25. Bulk Transfer Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
26. Survival of Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

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SCHEDULES

Schedule 1 - Tangible Assets
Schedule 2 - Assumed Contracts
Schedule 3 - Promissory Note
Schedule 4 - Allocation of Purchase Price
Schedule 5 - Subordination Agreement
Schedule 6 - Employment Agreements
Schedule 7 - Trademarks and Service Marks
Schedule 8 - Encumbrances
Schedule 9 - Exceptions to Generally Accepted Accounting Principles
Schedule 10 - Proceedings
Schedule 11 - Employees
Schedule 12 - Employee Grievances, Etc.
Schedule 13 - Employee Benefit Plans

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the "Agreement") is entered into
effective as of this _____ day of September, 1997, by and among Cross Temps,
Inc., a New York corporation, and Cross Personnel Agency, Inc., a New York
corporation (the "Sellers"), and James A. Zamparelli, Maria Zamparelli, Michael
Monda, and John Costa ( the "Primary Stockholders"), on one hand and SNELLING
AND SNELLING, INC. ("Purchaser"), a Pennsylvania corporation, on the other
hand.

RECITALS

WHEREAS, Sellers are operating two (2) personnel service businesses
(the "Offices") which are located as follows:

150 Broadway, Suites 901, 902, 904 and 915 New York, New York 10038.

WHEREAS, Primary Stockholders collectively own over 51% of the issued
and outstanding common stock of Sellers;

WHEREAS, Sellers desire to sell, transfer, convey and assign to
Purchaser, and Purchaser desires to purchase, under the terms and conditions
set forth herein, all of the Assets of Sellers associated with the Offices,
except those specifically listed below, including the trademarks, service
marks, and trade names and the good will associated with the Offices; and

WHEREAS, Purchaser also desires to obtain assignments of certain
contracts and agreements relating to the operation of Sellers' Offices and
agrees to assume certain of Sellers' obligations and certain continuing
liabilities as described herein.

NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual promises
contained herein, the parties agree as follows:

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1. DEFINITIONS. The following words shall have the following
meanings when used in this Agreement:

(a) "Assets" shall mean all of the rights, title and
interest of Sellers in the assets, properties, rights, claims and contracts of
every kind, character and description, whether real or personal, tangible or
intangible, including without limitation the trade name "Cross" and all
variations thereof, to the extent owned by Sellers, which are used or usable
in, or relate to, the operation of the Offices, without regard to whether
reflected on the Sellers' financial statements or books, except those Assets
listed below which shall be retained by Sellers:

Seller's accounts receivable due Sellers prior to the Closing
Date. All work performed by temporary employees up to the Closing Date will
generate accounts receivable owned by the Sellers, regardless of when billed.
With respect to the placement of permanent employees, if the applicant has
become an employee of the client prior to the Closing Date, the receipts
generated by the placement belong to the Sellers, regardless of the date of the
invoice;

Seller's cash and cash equivalents (except for any cash or
cash equivalents which arise for services rendered on or after the Closing Date
or which otherwise relate to periods following the Closing Date);

Prepaid and unexpired insurance;
Loans and exchanges receivable; and
Lease security deposits, and other deposits.

(b) "Closing" shall mean the events which take place for
the purpose of consummating the transactions contemplated by this Agreement,
commencing at 9:00 a.m. on Monday, October 6, 1997, at the law offices of
Goldberg, Corwin & Greenberg, 311 Madison Avenue, 15th

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Floor, New York, New York 10017, or at another acceptable time and location to
which the parties agree; and

2. SALE AND TRANSFER OF CERTAIN ASSETS. Upon the terms and
subject to the conditions set forth in this Agreement, the Sellers agree to
sell, transfer, assign, grant, and convey the Assets to Purchaser on the
Closing Date, including without limitation the tangible assets listed on
Schedule 1, free and clear of all mortgages, liens, security interests,
pledges, charges and other encumbrances, except in respect of those certain
tangible assets which are the subject of equipment leases which are noted and
listed on Schedule 1.

3. ASSUMPTION OF LIABILITIES. Purchaser has not assumed, and
shall not assume, any liability or obligation of any nature, known or unknown,
existing or contingent, of the Sellers, except that, at Closing, Purchaser
shall assume: (i) the leases of real property relating to the Offices (the
"Leases"); and (ii) the other written contracts and obligations specifically
identified in Schedule 2 to this Agreement (the "Assumed Contracts").
Purchaser will assume contractual obligations only to the extent such
obligations accrue on or after the Closing Date. Sellers shall assume and make
payments for the obligations for unused vacation and unused sick leave, if any,
accrued prior to the Closing Date by each employee of the Sellers. Without
limiting the foregoing, the Sellers acknowledge that Purchaser does not assume
any obligation in connection with any actual or alleged breach or default of
the Leases or Assumed Contracts occurring at any time prior to the Closing
Date. Except for the items specified in clauses (i) and (ii) above, all
obligations, liens, encumbrances, and liabilities of the Sellers shall continue
to be the sole responsibility of the Sellers and Sellers shall hold Purchaser
harmless with respect thereto.

4. PURCHASE PRICE. In reliance upon the representations and
warranties made with respect to the Assets and for the purchase of the Assets
named herein, Purchaser shall pay the Sellers Six Million

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Dollars and 00/100 ($6,000,000.00) (the "Purchase Price") as provided in
Subsections 4(a) and 4(b) below. The Purchase Price shall be paid as follows:

(a) At Closing, Purchaser shall pay the Sellers Four
Million Five Hundred Thousand Dollars ($4,500,000.00) in cash by certified
check or by wire transfer to Sellers' account; Purchaser shall make payment or
payments in accordance with Seller's instructions if the instructions are given
to Purchaser in writing three (3) days prior to Closing Date and such
instructions comply with all laws; and

(b) At Closing, Purchaser shall deliver to Sellers a
subordinated promissory note (the "Note") in the amount of One Million Five
Hundred Thousand Dollars and 00/100 ($1,500,000.00), substantially in the form
of Schedule 3 (the "Promissory Note").

5. ALLOCATION OF PURCHASE PRICE. In accordance with Section 1060
of the Internal Revenue Code of 1986, as amended, the Purchase Price shall be
allocated in the manner set forth in Schedule 4 to this Agreement. The
Sellers, the Primary Stockholders, and Purchaser each covenant and warrant to
each other that: (i) in no tax return filed by the parties or any of their
respective successors or assigns shall the allocation of the Purchase Price be
treated or reported inconsistently with or differently from the allocation of
the Purchase Price set forth in Schedule 4, unless such change in allocation is
the result of a determination by a governing authority for that year or a
preceding year; and (ii) in no tax audit, tax examination, tax or compliance
review or tax litigation will the parties or any of their respective successors
or assigns claim or assert that the allocation of the Purchase Price is or
should be inconsistent with or different from that set forth in Schedule 4,
unless as a result of a determination made by a governing authority in a
preceding year. The parties agree to file all appropriate Internal Revenue
Service forms with their respective Federal income tax returns for their
respective tax year.

6. ALLOCATIONS. The businesses of the Offices shall be operated
for the account of Purchaser from and following the Closing Date. All real
estate taxes, personal property taxes, rents, telephone

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charges, utilities, promotional items on hand as of the Closing Date (at cost)
which Purchaser desires to continue to use, and other costs and expenses of
owning or operating the Assets or the business of the Sellers (the "Prorated
Costs"), and all revenues associated with owning or operating the Assets and
the business of the Sellers(the "Prorated Revenues"), shall be prorated on a
per diem basis as of the Closing Date, with the Sellers responsible for the
portion of all such Prorated Costs and entitled to all such Prorated Revenues
which relate to the period from and after the Closing, and Purchaser
responsible for the portion of all such Prorated Costs and entitled to all such
Prorated Revenues which relate to the period from and after the Closing Date.
Prorated Costs and Prorated Revenues and reimbursement of security deposits
that are identified on Schedule 2 shall be settled between Purchaser and
Sellers either at Closing or as soon as practicable thereafter but no later
than thirty (30) days after the Closing Date. Any sales tax, use tax, excise
tax, transfer tax, recording fee or other tax or fee imposed on the transfer of
the Assets from Sellers to Purchaser shall be paid by Sellers.

7. COLLECTION OF ACCOUNTS RECEIVABLE. With respect to the
accounts receivable, Sellers shall provide at Closing or immediately
thereafter, a list of accounts receivable due Sellers prior to the Closing
Date. For ninety (90) days subsequent to the Closing, Purchaser shall be
responsible for the collection of such accounts receivable and shall provide
Sellers a weekly report accompanied by all monies due Sellers. Additionally,
Purchaser shall make available, at no cost to Seller, all records relating to
the accounts receivable to be collected by Purchaser in whatever manner
requested and available. Moneys collected shall be applied to the invoice
identified by the client. If the proper invoice is not readily identifiable,
the client will be contacted and identify where the payment is to be applied.
Purchaser shall return to Sellers at the end of the ninety (90) day period all
uncollected accounts receivable for further collection efforts by Sellers.
Purchaser shall incur no liability to Sellers for the uncollectibility of said
accounts receivable and Purchaser is not required to institute or threaten
litigation

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to collect such receivables. No fee shall be paid to Purchaser for Purchaser's
collection of Sellers' accounts receivable. With respect to guarantees given
clients by Sellers, Purchaser shall make refunds to clients on Sellers' behalf
and notify Sellers of amounts paid by Purchaser. Sellers shall make
reimbursement payment to Purchaser for amounts of refunds paid to clients, or
if payment is not made in a reasonable time, Purchaser shall deduct such
amounts from accounts receivable collections due to Seller.

8. CLOSING DELIVERIES BY THE SELLERS. The Sellers and the
Primary Stockholders agree to execute and deliver at Closing, or cause to be
executed and delivered at Closing (but effective as of the Closing Date), the
following:

(a) Such instruments of transfer, assignment and
conveyance as shall be necessary or desirable to vest in Purchaser good and
marketable title to the Assets free and clear of all mortgages, liens, security
interests, pledges, charges and other encumbrances. Such instruments of
transfer shall include:

(i) A Bill of Sale from the Sellers, in the form
furnished to the Sellers by the Purchaser;

(ii) The written consents of the lessor to the
assignment and assumption of the Leases (which consents shall include customary
language from the landlord that the Sellers are not in default on the Leases);

(iii) To the extent possible, written consents of
third parties under the Assumed Contracts to the assignment and assumption of
the Assumed Contracts;

(iv) Form UCC-3 termination statements, signed by
the creditors, to cancel any financing statements disclosed in Schedule 8 to
this Agreement (other than financing statements filed in connection with
Assumed Contracts);

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(v) Unanimous written consents, signed by all the
stockholders of the Sellers, in a form consistent with the Sellers' bylaws and
state law, approving the transactions contemplated hereunder; and

(vi) The written consents of any other persons
whose approval or consent to the execution, delivery, and performance of this
Agreement by the Sellers is legally or contractually required.

(b) The originals of the Leases, and the written Assumed
Contracts;

(c) Certificates signed by the respective presidents and
secretaries of Sellers to the effect that all representations and warranties of
Sellers contained in this Agreement are true at and as of Closing, that Sellers
have performed all matters on its part required to be performed hereunder, and
that Sellers are not in default under any of the provisions of this Agreement;

(d) A letter to the telephone company servicing Sellers
requesting transfer to Purchaser of all of the telephone numbers (including
numbers for facsimile machines and modems) and listings applicable to the
Offices;

(e) List of accounts receivable prior to the Closing Date
or as provided in Section 7;

(f) Any domain names or addresses Sellers have for use on
the Internet;

(g) A Subordination Agreement in substantially the form
attached as Schedule 5, duly executed by Sellers;

(h) Sellers shall submit to Purchaser such other
instruments, documents or affidavits, in form and substance reasonably
acceptable to Purchaser, as may be necessary to effect the Closing and Sellers
shall cooperate with Purchaser in the execution of such documents; and

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(i) James A. Zamparelli, Maria Zamparelli, Michael Monda
and John Costa shall execute and deliver employment agreements in the forms of
Schedules 6-A, 6-B, 6-C and 6-D, respectively.

9. CLOSING DELIVERIES BY PURCHASER. In addition to delivery of
the amount required under Subsection 4(a) above, Purchaser agrees to execute
and deliver at the Closing, or cause to be executed and delivered at Closing:

(a) The Promissory Note in accordance with Subsection
4(b) and in the form shown on Schedule 3;

(b) The employment agreements in the forms of Schedules
6-A, 6-B, 6-C, and 6-D;

(c) Such instruments as shall be necessary or desirable
in the reasonable judgment of the Sellers to effect the assumption by Purchaser
of the Leases and the Assumed Contracts; and

(d) Certified copy of resolutions duly adopted by the
Board of Directors of Purchaser authorizing the execution and delivery of this
Agreement, the Promissory Note and consummation of transactions described
herein, which shall be in full force and effect at the time of delivery.

10. REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE PRIMARY
STOCKHOLDERS. The Sellers and the Primary Stockholders, jointly and severally,
represent and warrant as follows:

(a) The Sellers each have been duly organized and are
validly existing and in good standing under the laws of the State of New York.
Sellers are qualified to do business as a foreign corporation in all
jurisdictions in which the nature of the business so requires;

(b) The execution, delivery, and performance of this
Agreement have been duly authorized by the Boards of Directors of the Sellers,
and all necessary stockholder actions under the Sellers' charters, bylaws and
New York laws have been taken for approval of the execution and delivery

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of this Agreement by the Sellers, their performance of the terms of this
Agreement, and the consummation of the transactions contemplated hereunder;

(c) The execution and delivery of this Agreement, the
Sellers' or Primary Stockholders' performance hereunder, and the consummation
of the transactions herein contemplated, do not, and to the best of the
Sellers' and Primary Stockholders' knowledge will not immediately or with the
passage of time, the giving of notice or otherwise, result in the breach of,
constitute a default or violation under, or accelerate any obligation under any
agreement or other instruments to which either the Sellers or the Primary
Stockholders are a party, or may be bound, other than the Office Leases;

(d) Set forth on Schedule 7 are all trade names,
trademarks, service marks, and Internet domain names used or available for use
by Sellers. To the best of the knowledge of Sellers and the Primary
Stockholders, the Sellers have good title and right to the use of all trade
names, trademarks or service marks used or available for use by Sellers, and
neither the Sellers nor the Primary Stockholders have notice of any claim
concerning a violation of or infringement upon the rights of any third party
with respect to the use of any trade name, trademark, service mark, copyright
or patent. Neither the Sellers nor the Primary Stockholders have any knowledge
of any violation of or infringement by any other person or entity upon the
rights of Sellers with respect to the use of any trade name, trademark, service
mark, copyright or patent. Sellers have neither licensed any of its
intellectual property rights to any other party nor to the best of Sellers'
knowledge has or are Sellers infringing any intellectual property rights of any
other party;

(e) This Agreement and the other agreements and
transactions contemplated herein to which the Sellers or the Primary
Stockholders are or will be a party will each, upon execution and delivery, be
a legal, valid, and binding obligation of the Sellers and the Primary
Stockholders,

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enforceable in accordance with its terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally;

(f) Except as disclosed in Schedule 8 and Schedule 2 (in
connection with equipment leases), the Sellers have good and marketable title
to the Assets free and clear of all mortgages, liens, security interests,
pledges, charges, obligations and other encumbrances. All mortgages, liens,
security interests, pledges, charges, obligations and other encumbrances
disclosed on Schedule 8 and Schedule 2 on the Assets will be released prior to
or at the Closing;

(g) The Sellers have previously delivered to Purchaser
the Sellers' financial statements for Cross Temps, Inc. only covering the three
(3) years preceding the current year and the interim balance sheets and income
statements of the Sellers for the period from March 31, 1997 through and
including June 30, 1997 (collectively, the "Financial Statements") and the
federal income tax returns for the three (3) years preceding the current year,
each having been compiled by Herbert L. Koizim, C.P.A. The Sellers represent
and warrant that (1) the Financial Statements reflect or provide for all
material claims against, and all material debts and liabilities relating to,
the Offices, fixed or contingent, as of the dates of the Financial Statements,
and (2) there has not been any change since the date of the last year-end
balance sheets which materially and adversely affected the Offices or the
Assets or the financial condition or results of the operation of the Sellers.
Sellers' Financial Statements reflect the financial position and results of
operations of the Sellers' business as of the dates, and for the periods,
indicated;

(h) The Sellers have filed all federal, state, and local
tax returns including but not limited to income, sales, and payroll which were
required to be filed prior to the Closing Date, and have paid all required
federal, state and local taxes shown thereon, and have paid the required state
disability

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insurance payments. There have been no audits with respect to any taxes of
Sellers that raised issues that remain unresolved.

(i) The Sellers have all requisite power and all
necessary permits, certificates, contracts, approvals and other authorizations
required by federal, state, city, county or other municipal bodies to own,
lease, and use the Assets and to operate the Offices in the manner in which
they are presently operated;

(j) In connection with the operation of the Offices and
ownership and use of the Assets, to the best of the knowledge of Sellers and
the Primary Stockholders, there are not now and have not been any failures to
comply with any applicable local, state or federal laws, regulations,
ordinances or administrative or judicial orders, and no allegations have been
made of any such failure and, without limiting the foregoing, Sellers are in
compliance with all laws regarding verification of status of employees as U.S.
citizens or aliens with authority to work in the U.S.;

(k) Except as disclosed on Schedule 10, Sellers are not
subject to any injunction, decree or similar order of any court or governmental
authority; any pending or, to the best of the Sellers' and the Primary
Stockholders' knowledge, threatened action, suit, proceeding, inquiry or
investigation at law or in equity; or any proceeding before any court,
arbitrator, public board or body. None of the items disclosed on Schedule 10
will in any way prevent the carrying out of this Agreement or any of the
transactions contemplated hereunder, declare unlawful any such transactions,
cause such transactions to be rescinded, or have a material adverse effect on
the Offices or the financial condition of the Sellers.

(l) Except for the Leases and the Assumed Contracts
disclosed, to the best of the knowledge of Sellers and the Primary
Stockholders, there are no agreements, lease(s), contracts, charges,
encumbrances or restrictions which may restrict Purchaser's use or right to use
any of the Assets or which create obligations for which Purchaser could be
liable;

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(m) The Sellers have maintained insurance, including but
not limited to, liability insurance for any claims which may have arisen or
cause of action which may have occurred during Sellers' ownership and/or
operation of the Assets and the Offices. Such insurance is of the "occurrence"
type, so that if the policies are discontinued by the Sellers after the Closing
Date, insurance coverage will nevertheless continue (subject to the terms and
conditions of such policies) with respect to such claims and causes of action;

(n) Neither this Agreement nor any Exhibit, Schedule, or
attachment hereto, nor any certificate or other information or document
furnished by or on behalf of the Sellers or the Primary Stockholders knowingly
contains any untrue statement of a material fact, or knowingly omits to state a
material fact necessary in order to make the statements contained herein or
therein not misleading;

(o) Schedule 11 to this Agreement is a list of all staff
employees currently employed by the Sellers and a list of all written
employment, consulting or similar agreements, with a copy of each. Schedule 11
accurately and completely shows the listed employees' current rates of
compensation. Sellers have no employment agreements with any of its employees
which Purchaser will be required to assume and have no oral or written
understandings with any of its employees which relate to terms or conditions of
such employee's employment which Purchaser will be required to assume;

(p) Schedule 12 is a listing of all pending employee
grievances and all complaints before the NLRB, EEOC or other relevant bodies;

(q) There are no collective bargaining agreements in
effect with respect to any employees of the Sellers, and the Sellers and
Primary Stockholders are not aware of any union organizational activity;

(r) All of the Leases and the Assumed Contracts that are
to be assumed by Purchaser are enforceable against the other parties thereto.
The Sellers are not in breach under any of the Leases

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and Assumed Contracts that are to be assumed by Purchaser and, to the Sellers'
and Primary Stockholders' knowledge, no other party to any such contracts that
are to be assumed by Purchaser is in breach thereunder;

(s) Schedule 13 is a listing of all pension plans, profit
sharing plans or other employee benefit plans (as that term is defined in the
federal law commonly known as the Employees' Retirement Income Security Act, as
amended) maintained by or on behalf of Sellers. Sellers acknowledge that
Purchaser will not assume any liability or obligation with respect to any such
plan;

(t) The Assets being conveyed to Purchaser constitute,
except as otherwise expressly provided in a disclosure schedule, all Assets
used by the Sellers in the conduct of the business being acquired;

(u) Since the date of the Sellers' most recent year end
balance sheet, the Sellers have not, except as expressly disclosed in a
disclosure schedule, taken any actions or failed to take any actions that would
have violated the pre-Closing covenants set forth in Subsections 11(c), 11(j),
11(k), 11(l), 11(m), 11(n), 11(o), 11(p), and 11(q) of this Agreement if such
agreement were in effect as of the time such actions were taken or the time
Sellers failed to take such action;

(v) To the best of the knowledge of Sellers and the
Primary Stockholders, Sellers have not violated any laws or regulations enacted
or promulgated for the purpose of protecting the environment or health and
safety. No pollutants, contaminants, or other hazardous or noxious substances
are or have been generated in the course of the Sellers' business; and

(w) Each of the Primary Stockholders is an active
employee, officer and stockholder of at least one of the Sellers.

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11. COVENANTS OF THE SELLERS AND THE PRIMARY STOCKHOLDERS. The
Sellers and the Primary Stockholders covenant that, between the date of this
Agreement and the Closing, they will (except as otherwise agreed in writing by
Purchaser):

(a) Carry on the business of the Offices in the ordinary
course;

(b) Give Purchaser and its attorneys, auditors and other
representatives full access during normal business hours to the Offices and to
the properties, books, contracts, commitments and records pertaining to the
Offices, and otherwise provide full cooperation to enable Purchaser and its
representatives to conduct such audits of Sellers' businesses and records as
Purchaser may request;

(c) Provide Purchaser with access to such information
concerning the affairs of the Offices as Purchaser may reasonably request,
including authorizing the Sellers' auditors, attorneys and other
representatives to cooperate with Purchaser's auditors and attorneys and other
representatives and authorizing the Sellers' auditors to give Purchaser's
auditors full access to their files and working papers with respect to the
Offices;

(d) Do all reasonable things and cause all reasonable
things to be done to ensure that the warranties and representations of the
Sellers and the Primary Stockholders contained in this Agreement remain true
and correct throughout the period until Closing, as if such representations and
warranties were continuously made throughout such period;

(e) Not enter into any new contracts, commitments or
transactions pertaining to the Offices, which contract, commitment or
transaction is not terminable by Sellers (or Purchaser following the Closing)
without penalty upon 30 days' (or less) notice;

(f) Not sell, agree to sell, or otherwise dispose of any
of the tangible assets (other than supplies used or sold in the ordinary course
of business), without the prior written consent of Purchaser;

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19
(g) Use best efforts to obtain the release of all
mortgages, liens, security interests, pledges, charges, obligations, and other
encumbrances set forth in Schedule 8;

(h) Use their best efforts to obtain all required third
party consents (provided that neither Sellers nor the Primary Stockholders
shall be required to make any payments not specified in the Leases in order to
obtain the consent of the landlord under the Leases to the assignment of such
Leases to Purchaser) and to otherwise satisfy all Closing conditions;

(i) Not create or assume any new pledge, lien, or
encumbrance with respect to the Assets;

(j) Maintain the Assets in as good repair, order, and
condition as they were in as of the date of this Agreement, reasonable wear and
use and damage by fire, acts of nature, or other casualty excepted;

(k) Not incur any indebtedness, obligations, or liability
with respect to the Offices or Assets or make any payment in respect thereof,
except in the ordinary course of business;

(l) Pay, satisfy, and discharge the current obligations
and liabilities of the Offices in the ordinary course of business;

(m) File all federal, state, and local tax returns which
become due prior to the Closing, and pay all taxes shown by those returns to be
due and payable, together with any interest or penalties which may be assessed
by taxing authorities on any taxes which were not timely paid;

(n) Maintain or cause to be maintained in full force and
effect all of the fire and other insurance on property and all of the
liability and other casualty insurance (including any bonds on personnel) that
was in effect with respect to the Offices as of the date of this Agreement;

(o) Use reasonable efforts to preserve intact the
Sellers' business organization and the goodwill of Sellers' clients and
suppliers;

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20
(p) Conduct advertising and promotion for the Offices
consistent with the amount and type of such advertising and promotion conducted
during the twelve months prior to the date of this Agreement;

(q) Maintain the books of account and records of the
Offices in the usual manner;

(r) Promptly, at Purchaser's request, join and cooperate
in any application which Purchaser may make in order to ensure the timely
transfer of any licenses, permits, or certificates to Purchaser at Closing;

(s) Promptly advise Purchaser in writing of any material
adverse change with respect to the Offices, the Assets, or the financial
condition of the Sellers;

(t) Deliver to Purchaser prompt written notice of any
event or condition known to either the Sellers or to the Primary Stockholders
which, if it had existed on the date of execution of this Agreement, would have
constituted a breach of any of their representations and warranties under this
Agreement;

(u) Not increase compensation to staff employees, or
modify staff employee benefits;

(v) Not enter into or modify any contracts with Sellers',
the stockholders or other affiliates;

(w) Allow a representative of Purchaser to observe all
the activities and transactions of the Offices for a period of not less than
one (1) week prior to the Closing Date. Sellers will cooperate fully with
Purchaser's representative; and

(x) Provide Purchaser with copies of insurance policies
conforming to Subsection 10(m).

12. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser
represents and warrants as follows:

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(a) Purchaser has been duly organized and is validly
existing and in good standing under the laws of the Commonwealth of
Pennsylvania;

(b) The execution, delivery and performance of this
Agreement and the Promissory Note have been duly authorized by the Board of
Directors of Purchaser, and Purchaser has the complete and unrestricted power
and authority to, and has taken all corporate action necessary to enter into,
execute and deliver this Agreement and the Promissory Note and to perform all
of its obligations hereunder and to consummate all transactions contemplated
herein;

(c) This Agreement and the Promissory Note and the other
agreements and transactions contemplated herein to which Purchaser is or will
be a party will each, upon execution and delivery, be a legal, valid and
binding obligation of Purchaser enforceable in accordance with its terms,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting creditors' rights generally. This Agreement does not
conflict with any other agreement affecting Purchaser;

(d) Neither this Agreement nor any Exhibit, Schedule, or
attachment hereto, nor any certificate or other information or document
furnished by or on behalf of the Purchaser knowingly contains any untrue
statement of a material fact, or knowingly omits to state a material fact
necessary in order to make the statements contained herein or therein not
misleading; and

(e) Payments due under the Promissory Note will not
violate the Agreement between Purchaser and its lenders, led by BankBoston,
N.A., formerly known as the First Bank of Boston.

13. COVENANTS OF PURCHASER. Purchaser covenants that, between
the date of this Agreement and the Closing:

(a) Purchaser will offer to hire (on an "at will" basis)
the employees of the Sellers listed on Schedule 11, subject to Purchaser's
ordinary pre-employment and post-employment standards

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and conditions, at rates of pay and with benefits consistent with those of
similarly-situated employees of Purchaser. Purchaser shall have no obligation
to offer employment to any specific individual listed in Schedule 11 who does
not meet Purchaser's ordinary standards and conditions, or to offer any
individual on Schedule 11 pay or benefits comparable to those identified in
such Schedule. Purchaser assumes no liability for wages or other benefits
(including but not limited to bonuses, vacations, sick leave, retirement and
medical benefits) accrued by any person listed on Schedule 11 during such
persons' employment by the Sellers. For purposes of eligibility and vesting
under any of Purchaser's benefit plans that are applicable to employees listed
on Schedule 11 who are employed at the Closing Date by Sellers (but not for
purposes of benefit accrual), Purchaser shall recognize periods of service of
such employees prior to the Closing with Sellers.

(b) Promptly, at Sellers' request, join and cooperate
with Seller in obtaining necessary consents and approvals to the assignment of
the Leases and the Assumed Contracts and any other rights which are to be
assumed by Purchaser in accordance with this Agreement;

(c) Purchaser shall make applications to such
governmental authorities and agencies as Purchaser deems appropriate to ensure
that licenses, permits, and certificates held by the Sellers are transferred to
Purchaser as of the Closing, and at the request of the Sellers shall join and
cooperate in any such application which the Sellers may make; and

(d) Purchaser shall do all reasonable things and cause
all reasonable things to be done to ensure that the warranties and
representations of Purchaser contained in this Agreement remain true and
correct throughout the period until Closing, as if such representations and
warranties were continuously made throughout such period.

14. INDEMNITY BY THE SELLERS AND THE PRIMARY STOCKHOLDERS.
Without limiting any of their other obligations under this Agreement, the
Sellers and the Primary Stockholders, jointly and severally,

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agree to indemnify and hold harmless Purchaser and its affiliates, officers,
directors, stockholders and employees against and from any loss, liability,
damages, cost or expense incurred by them (including, but not limited to,
reasonable attorneys' and accounting fees and expenses) based upon, arising out
of, or relating to: (i) any materially inaccurate, untruthful or erroneous
representation or warranty of the Sellers or the Primary Stockholders set forth
in this Agreement or any certificate or document delivered pursuant to this
Agreement (provided that if any such representation or warranty already
contains a materiality standard then the materiality standard in this section
shall not apply); (ii) any material failure to perform any of the covenants,
conditions or agreements of the Sellers or the Primary Stockholders set forth
in this Agreement or with respect to any transaction contemplated in this
Agreement; (iii) the ownership or operation of the Offices through the Closing
Date; (iv) any liabilities of Sellers (including without limitation liabilities
for taxes) other than liabilities expressly assumed by Purchaser; or (v)
Purchaser's loss of any Assumed Contracts which required the Seller to execute
a certification or representation for the client that Seller was owned, in part
or in whole, by any particular class of persons (such as women or any minority
ethnic group, etc.), provided that this indemnity in (v) shall only apply if
the certification was false when made by the Sellers. Notwithstanding any
language in this Section 14 to the contrary, the liability herein shall not
apply individually to Maria Zamparelli. Additionally, the individual liability
of the other Primary Stockholders and the maximum liability from the listed
Primary Stockholders shall be as follows:

Individual Portion of Liability
-------------------------------
James A. and Maria Zamparelli 66-2/3%
Michael Monda 16-2/3%
John Costa 16-2/3%

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24
Maximum Total Liability of all Listed Primary Stockholders
----------------------------------------------------------
First Year of Agreement $6,000,000
Second Year of Agreement $4,000,000
Third Year of Agreement $2,000,000

Purchaser shall not be required to exhaust its remedies against Seller prior to
seeking indemnification fromthe listed Primary Stockholders.

15. INDEMNITY BY PURCHASER. Without limiting any of their other
obligations under this Agreement, the Purchaser agrees to indemnify and hold
harmless the Sellers and the Primary Stockholders, other stockholders,
affiliates, officers, directors, and employees against and from any loss,
liability, damages, cost or expense incurred by them (including but not limited
to reasonable attorneys' and accounting fees and expenses) based upon, arising
out of, or relating to: (i) any materially inaccurate, untruthful or erroneous
representation or warranty of the Purchaser set forth in this Agreement or any
certificate or document delivered pursuant to this Agreement (provided that if
any such representation or warranty already contains a materiality standard
then the materiality standard in this section shall not apply); (ii) any
material failure to perform any of the covenants, conditions or agreements of
the Purchaser set forth in this Agreement or with respect to any transaction
contemplated in this Agreement; (iii) the ownership or operation of the Offices
after the Closing Date (including without limitation payments of amounts due
after the Closing under the Leases and equipment leases set forth on Schedule
1); (iv) any liabilities expressly assumed by Purchaser including without
limitation the obligations as the tenant under the Leases from and after the
Closing Date, but only if the landlord has consented to the assignment thereof
to the Purchaser; or (v) any actual costs or expenses incurred by Sellers or
the Primary Stockholders as a result of Purchaser's breach of the subordination
agreement.

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16. LOSS OR DESTRUCTION. Sellers shall continue to operate the
Offices until the Closing Date. Sellers shall assume all risk of loss,
destruction, or damage due to fire or other casualty until the Closing Date.
Sellers shall provide prompt written notice to Purchaser of any loss,
destruction, or damage due to fire or other casualty. Purchaser shall have the
right to cancel this Agreement if the operations of the Offices are interrupted
prior to said date by loss, destruction, or damage due to fire or other
casualty. If Purchaser does not exercise its right to cancel within ten (10)
days subsequent to written notification, as stated herein, Purchaser shall take
the Assets in the existing condition, together with any insurance proceeds
payable by virtue of such loss or damage.

17. CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. The
obligation of Purchaser to consummate the transactions herein contemplated is,
at Purchaser's option, subject to the following express conditions precedent:

(a) Except for the leased assets set forth on Schedule 1,
the Assets shall be free and clear of all mortgages, liens, security interests,
pledges, charges, obligations and other encumbrances;

(b) The representations and warranties of the Sellers and
the Primary Stockholders contained in this Agreement shall be true in all
material respects (provided that if any representations or warranties already
contains a materiality standard then the materiality references in this
subsection shall not apply) at and as of the Closing Date, as though such
representations and warranties had been made at and as of the Closing Date;

(c) The Sellers and the Primary Stockholders shall have
delivered all of the items to be delivered by them to Purchaser at Closing
pursuant to Subsection 8 above, and shall not be in default under any other
provision of this Agreement at or prior to the Closing Date;

(d) The Assets shall not have been damaged as the result
of any act of nature, fire, flood, war, labor disturbance or similar calamity
(unless Purchaser has waived the event), and there

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shall have been no material adverse changes in the Assets, the Offices, or the
financial condition of the Sellers since the execution of this Agreement;

(e) Purchaser shall have obtained approval of its senior
lenders led by BankBoston, N.A., formerly known as the First Bank of Boston,
for this transaction and approval for the making of payments due under the
Promissory Note will not violate any agreement between Purchaser and its senior
lenders;

(f) Sellers shall have delivered to Purchaser the
Subordination Agreements (Schedule 5) without amendment or alteration and
executed by Sellers for the benefit of Purchaser's senior lenders;

(g) Sellers shall have delivered to Purchaser executed
UCC-3 statements for any liens on Sellers' Assets (other than the leased assets
that comprise a part of the Assumed Contracts); and

(h) Sellers shall have executed all documents necessary
to effectuate the transfer of the name, "Cross," and all variations thereof as
set forth on Schedule 7 to Purchaser.

18. CONDITIONS PRECEDENT TO THE SELLERS' OBLIGATION TO CLOSE. The
obligation of the Sellers to consummate the transactions contemplated herein at
Closing is, at the option of the Sellers, subject to the following express
conditions precedent:

(a) The representations and warranties of Purchaser
contained in this Agreement were true when made and shall be true in all
material respects at and as of the Closing Date, as though such representations
and warranties had been made at and as of the Closing Date;

(b) Purchaser shall have delivered all of the items to be
delivered by it to the Sellers and the Primary Stockholders at Closing pursuant
to Subsection 9 above, and shall not be in default under any other provisions
of this Agreement at or prior to the Closing Date;

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(c) Purchaser shall have provided Sellers a certification
signed by the Secretary of the Purchaser that the senior lenders, including
BankBoston, N.A., formerly known as the First Bank of Boston, have approved the
transaction as set forth in this Agreement and that the making of payments due
under the Promissory Note will not violate any agreement between Purchaser and
its Senior Lenders; and

(d) Sellers have received the written approval of the
landlord under the Leases to the assignment of such Leases to Purchaser
(whether or not requiring Sellers to remain liable for the Lease obligations)
and such approval shall not require the payment not specified in the Lease of
any additional amounts by Sellers or Primary Stockholders to such landlord.

19. ADDITIONAL POST-CLOSING RESPONSIBILITIES. In addition to the
obligations set forth in Paragraph 7, the parties shall comply with the
following obligations after the Closing:

(a) At Purchaser's request, without further
consideration, the Sellers and the Primary Stockholders will execute and
deliver after Closing such further instruments of conveyance and transfer and
take such other action as Purchaser may reasonably require for the transfer of
the Assets;

(b) After the Closing, Seller and Purchaser shall fully
cooperate with each other to further consummate the agreements and transactions
contemplated by this Agreement, and shall make available (at the cost of the
party requesting such information) to the other, as reasonably requested as
soon as practical, information requested by the other relating to the Assets,
the Assumed Liabilities, the financial, accounting, payroll, invoicing,
shipping, ordering, data processing, personnel and administrative books,
records, systems, procedures and applications and software programs in whatever
media requested and available, for the purpose of preparing reports, audits,
tax returns, instruments and documents of transfer, or answering, defending or
prosecuting any audits, liabilities, claims, disputes, and/or investigations
of, by or against Seller or Purchaser. Such cooperation and availability shall

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include, but shall not be limited to, providing information necessary to
complete the procedures required to prepare and file the tax returns and to
prepare and assist in any certified audit requiring deficiency notices, other
inquiries or litigation by any governmental authority or other third party.
Seller and Purchaser shall also make available to each other, upon reasonable
request during normal business hours, knowledgeable employees, advisors and
other personnel responsible for preparing and maintaining information, records
and documents in connection with filings, audits, disputes, claims, or
litigation relating to the Assets, Assumed Liabilities, or the obligations of
the parties pursuant to this Agreement.

(c) At the request of Sellers, without further
consideration, Purchaser will execute and deliver after Closing such further
evidence as the Sellers may reasonably require of Purchaser's assumption of the
Leases and the Assumed Contracts;

(d) At the request of Purchaser, the Sellers and/or the
Primary Stockholders, as applicable, will execute and deliver after Closing
such further documents as Purchaser may reasonably require in order to fully
effect the transfer of the Assets to Purchaser and otherwise to fully enable
Purchaser to operate the business purchased from Sellers.

(e) For ninety (90) days after the Closing Date at
Purchaser's request, the Sellers and the Primary Stockholders shall assist
Purchaser in every reasonable manner in billing and collection efforts and in
maintaining the business relationships presently enjoyed by the Sellers and the
Primary Stockholders with respect to the Offices;

(f) Provided Purchasers are not in default under the
Promissory Note (which default only occurs after written notice to Purchaser
and a five (5) day cure period), the Sellers and the Primary Stockholders agree
that, during their employment by Purchaser or assigns and for three (3) years

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subsequent to the termination of their employment with Purchaser or assigns,
they will not, directly or indirectly:

(i) own, operate, manage, be employed by, engage
in, provide assistance to, or have a financial interest in any temporary
employment services business, permanent placement business, or similar business
within a three (3) mile radius of the Offices, so long as Purchaser, or a
person or entity deriving title from Purchaser to operate the Offices,
continues to operate the Offices. For purposes of this provision "temporary
employment services business" includes, but is not limited to, "employee
leasing," "temp-to-hire," "payrolling" and "contract temporary" services;

(ii) solicit employment services business from any
client with whom the Offices did or do business, if such client placed an order
with Sellers within the three (3) year period prior to the Closing Date; or

(iii) employ or seek to employ any employee of the
Offices or Purchaser or in any other manner attempt, directly or indirectly, to
influence, induce or encourage any employee to leave the employment of the
Offices or Purchaser.

Notwithstanding anything stated herein, if the Primary Stockholders
are employees of Purchaser three (3) years subsequent to the Closing Date, the
post termination obligations set forth herein shall apply only for two (2)
years beyond termination of employment with Purchaser. Additionally, if the
Primary Stockholders are employees of Purchaser for four (4) years subsequent
to the Closing Date, the post termination obligations set forth herein shall
apply only for one (1) year beyond termination of employment with Purchaser;

(g) Within fourteen (14) days subsequent to Closing Date,
Sellers shall provide to Purchaser an affidavit stating that all state and
local sales and employment taxes due through the Closing Date have been paid.
Sellers shall timely file all federal, state and local returns relating to the
period

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30
through the Closing Date which become due after the Closing Date; shall timely
pay all taxes shown by such returns to be due and payable, together with any
interest or penalties which may be assessed by taxing authorities on any taxes
which were not timely paid; and shall deliver to Purchaser copies of all tax
clearance letters and closing notices received from government authorities
which relate to the Offices; and

(h) Primary Stockholders agree to limit for three (3)
years the annual expenditures for promotion and entertainment of clients and
prospective clients to Two Hundred Fifty Thousand and 00/100 Dollars ($250,000)
without the authorization of Purchaser.

20. NOTICES. All notices pursuant to this Agreement shall be sent
in writing to addresses set forth below, unless changed by written notice in
accordance with this Section 20. Any notice sent by telecopy shall be
confirmed by mail.

To Sellers and/or the Primary Stockholders

To Sellers: Cross Personnel Agency, Inc.
150 Broadway, 9th Floor
New York, New York 10038
Attn: Mr. James A. Zamparelli

To James A. Zamparelli or Maria Zamparelli: James A. or Maria Zamparelli
Two Hartley Lane
Basking Ridge, New Jersey 07920

To Michael Monda: Michael Monda
11 Longview Drive
Colts Neck, New Jersey 07722

To John Costa: John Costa
14 Sterling Court
East Brunswick, New Jersey 08816

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To Purchaser: Snelling and Snelling, Inc.
12801 N. Central Expressway, Suite 700
Dallas, Texas 75243
Attn: Timothy J. Loncharich
Telecopy No.: (214)239-6879
(With a copy to: Barbara A. McAninch
Vice President, Legal and General Counsel)

21. TERMINATION. The Sellers or Purchaser may terminate this
Agreement by written notice to the other in the event the transactions
contemplated herein have not closed by October 6, 1997; provided, however, that
a party may not terminate this Agreement as a result of the transactions
contemplated herein having not closed by such date if such failure for the
Closing to occur is caused by such party's failure to commence its performance
of any obligation under this Agreement; and

(a) This Agreement may also be terminated:

(i) At any time prior to the Closing Date, by
mutual consent of Purchaser and Sellers;

(ii) At the Closing by the Purchaser, if any of
the conditions of Sellers' or the Primary Stockholders' obligations hereunder
shall not have been satisfied at or prior to the Closing Date and shall not
have been waived by Purchaser; and

(iii) At the Closing, by the Sellers, if any of the
conditions of Purchaser's obligations hereunder shall not have been satisfied
at or prior to the Closing Date.

(b) Such notice of termination shall be effective as to
all parties to this Agreement, whether or not they receive notice individually.
If this Agreement is terminated by the Sellers or by Purchaser for the reason
stated above without consummation of the transactions contemplated herein, such
termination shall be without further liability or obligation by any party to
any other party to this Agreement except termination will not relieve a party
of liability for a breach of this Agreement occurring prior to such
termination.

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22. GENERAL PROVISIONS. Each party shall bear its own legal
and other costs and expenses in connection with the negotiation, preparation
and execution of this Agreement, and the performance of the transactions
contemplated hereby;

(a) This Agreement and the documents referred to herein
constitute the entire agreement among the parties with respect to the sale and
purchase of the Assets and supersede all previous written or oral negotiations,
commitments, and writing concerning the same subject matter;

(b) This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument;

(d) This Agreement will inure to the benefit of, and
bind, the respective heirs, personal representatives, successors and permitted
assigns of the parties;

(e) Sellers and Primary Stockholders acknowledge that
they owe a brokers fee to Gottesman Company. Purchaser acknowledges that it
owes a finders fee to Gottesman Company. Each party shall be responsible for
its own brokers or finders fee. Each party shall indemnify the other party for
a claim against such party by virtue of a claim for a finders or broker fee
against the other party;

(f) This Agreement shall be governed by the laws of the
State of Texas; and

(g) Sellers and Purchaser represent that the individuals
executing this Agreement have the requisite corporate authorization to bind the
corporations to the terms hereof.

23. MEDIATION AND ARBITRATION. The parties agree that any and all
disputes, claims or controversies arising out of or relating to this Agreement
shall be submitted to J.A.M.S/ENDISPUTE, or its successor, for mediation, and
if the matter is not resolved through mediation, then it shall be submitted to
J.A.M.S./ENDISPUTE, or its successor, for final and binding arbitration.
Either party may

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33
commence mediation by providing to J.A.M.S/ENDISPUTE, and the other party a
written request for mediation, setting forth the subject of the dispute and the
relief requested. The parties will cooperate with J.A.M.S/ENDISPUTE and with
one another in selecting a mutually agreeable mediator from J.A.M.S/ENDISPUTE's
panel of neutrals, and in scheduling the mediation proceedings. The parties
covenant that they will participate in the mediation in good faith, and that
they will share equally in its costs. All offers, promises, conduct and
statements, whether oral or written, made in the course of the mediation by any
of the parties, their agents, employees, experts and attorneys, and by the
mediator or any J.A.M.S/ENDISPUTE employees, are confidential, privileged and
inadmissible for any purpose, including impeachment, in any arbitration or
other proceeding involving the parties, provided that evidence that is
otherwise admissible or discoverable shall not be rendered inadmissible or
non-discoverable as a result of its use in the mediation.

The parties agree that any and all disputes, claims or controversies
arising out of or relating to this Agreement that are not resolved by their
mutual agreement or mandatory or reasonable mediation set forth above, shall be
submitted to final and binding arbitration before J.A.M.S/ENDISPUTE, or its
successor, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et
seq. Either party may commence the arbitration process called for in this
Agreement by filing a written demand for arbitration with J.A.M.S/ENDISPUTE,
with a copy to the other party. The arbitration will be conducted in Dallas,
Texas in accordance with the provision of J.A.M.S/ENDISPUTE's Comprehensive
Arbitration Rules and Procedures in effect at the time of filing of the demand
for arbitration. The parties will cooperate with J.A.M.S/ENDISPUTE and with
one another in selecting an arbitrator from J.A.M.S/ENDISPUTE's panel of
neutrals, and in scheduling the arbitration proceedings. The parties covenant
that they will participate in the arbitration in good faith, and that they will
share equally in its costs. The provisions of this paragraph may be enforced
by any Court of competent jurisdiction, and the party seeking

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34
enforcement shall be entitled to an award of all costs, fees and expenses,
including attorneys fees, to be paid by the party against whom enforcement is
ordered.

24. CONFIDENTIALITY. Neither Purchaser nor Sellers, nor any of
their respective stockholders, affiliates, officers, employees, agents or
representatives shall: (a) make any press releases or any published statement
concerning the transactions contemplated herein without the prior written
consent of all of the parties hereto, except where such press releases or
statement is required by applicable law; or (b) disclose the terms or existence
of this Agreement to any person or entity, other than to their respective
attorneys and other representatives, and to those parties such as bankers and
lessors with whom they must communicate in order to consummate the proposed
transactions or except as required by law. Purchaser and Sellers shall be
permitted to discuss the transactions contemplated herein with their respective
suppliers and vendors, provided that they instruct such suppliers and vendors
to keep all such communications confidential. Sellers are prohibited after the
Closing from disclosing or using any confidential information relating to the
business sold to Purchaser.

25. BULK TRANSFER LAWS. The parties waive compliance with the
requirements of the bulk transfer or bulk sales law of any jurisdiction in
connection with the sale of the Assets to Purchaser under this Agreement.
Sellers shall indemnify and hold Purchaser harmless against any and all losses
incurred by Purchaser as a result of noncompliance with any such laws.

26. SURVIVAL OF REPRESENTATIONS. All representations, warranties,
agreements, and post-Closing responsibilities set forth herein made by the
parties hereto , shall survive Closing.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed of the date first written above.

CROSS TEMPS, INC.

/s/ [ILLEGIBLE] By: /s/ JAMES A. ZAMPARELLI
- ------------------------------ ------------------------------
Witness Name: James A. Zamparelli
----------------------------
Title: President

CROSS PERSONNEL AGENCY, INC.

/s/ [ILLEGIBLE] By: /s/ JAMES A. ZAMPARELLI
- ------------------------------ ------------------------------
Witness Name: James A. Zamparelli
----------------------------
Title: President

Primary Stockholders:

/s/ [ILLEGIBLE] /s/ JAMES A. ZAMPARELLI
- ------------------------------ ------------------------------
Witness James A. Zamparelli

/s/ [ILLEGIBLE] /s/ MARIA ZAMPARELII
- ------------------------------ ------------------------------
Witness Maria Zamparelli

/s/ [ILLEGIBLE] /s/ MICHAEL MONDA
- ------------------------------ ------------------------------
Witness Michael Monda

/s/ [ILLEGIBLE] /s/ JOHN COSTA
- ------------------------------ ------------------------------
Witness John Costa

/s/ [ILLEGIBLE] By: /s/ JAMES A. ZAMPARELLI

Witness

SNELLING AND SNELLING, INC.

By: /s/ TIMOTHY J. LONCHARICH
- ------------------------------ ------------------------------
Witness Name: Timothy J. Loncharich
Title: President and Chief
Executive Officer

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