DATE: FEBRUARY 20, 1998 TO: OUTSOURCE INTERNATIONAL ATTN: ROBERT TOMLINSON, CFO FAX: 954-418-3365 PHONE: 954-418-6426 FROM: BANKBOSTON, N.A. ("BBNA") ATTN: MARY M. SCHERR, DERIVATIVE OPERATIONS, CONFIRMATION UNIT FAX: 617-434-4284 PHONE: 617-434-4405 RE: INTEREST RATE COLLAR TRANSACTION [OUR REF: CP56289US/FL56290US] The purpose of this letter agreement is to set forth the terms and conditions of the Collar Interest Rate Transaction entered into between BankBoston, N.A. ("BBNA") and Outsource International on the Trade Date specified below (the "Transaction"). This letter constitutes a "Confirmation" as referred to in the Master Agreement specified below. The definitions and provisions contained in the 1991 ISDA (the "Definitions"), each as published by the International Swaps and Derivatives Association, Inc. ("ISDA"), are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and provisions in this Confirmation, this Confirmation will govern. 1. This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. In addition, you and we agree to use our best efforts promptly to negotiate, execute and deliver an agreement in the form of the ISDA Master Agreement (Multicurrency-Cross Border) (the "ISDA Form") published by ISDA, with such modifications as you and we shall in good faith agree (such agreement, the "ISDA Agreement"). Upon the execution by you and us of the ISDA Agreement, this Confirmation will supplement, form a part of, and be subject to the ISDA Agreement. All provisions contained or incorporated by reference in the Agreement, upon its execution, shall govern this Confirmation except as expressly modified below. Until we execute and deliver the Agreement, this Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the ISDA Form as if we had executed an agreement in such form (with a Schedule thereto which provides that Market Quotation and the Second Method apply for purposes of Section 6(e) of such agreement) on the Trade Date hereof. In the event of any inconsistency between this Confirmation and either the ISDA Form or the Agreement, this Confirmation will govern. It is agreed that the Credit Support provisions in the ISDA Agreement are not applicable to this Transaction. 2. The terms of the particular Transaction to which this Confirmation relates are as follows:- Trade Date: February 20, 1998 1 Effective Date: February 24, 1998 Termination Date: February 24, 2003 Notional Amount USD 42,500,000. Premium Payer: Not applicable Premium Amount: Not applicable Premium Payment Date: Not applicable FLOATING RATE PAYER A: BBNA Cap Rate: 6.25% Floating Rate Option: USD-LIBOR-BBA Designated Maturity: One month Floating Rate for Initial Calculation Period: 5.625% Method of Averaging: Inapplicable Spread: Inapplicable Day Count Fraction: Actual/360 Reset Dates: The first day of each Calculation Period Floating Rate Payment Dates: The 24th of each calendar month, beginning March 24, 1998, and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day convention. FLOATING RATE PAYER B: OUTSOURCE INTERNATIONAL Floor Rate: 5.43% Floating Rate Option: USD-LIBOR-BBA Designated Maturity: One month Floating Rate for Initial Calculation Period: 5.625% Method of Averaging: Inapplicable Spread: Inapplicable 2 Day Count Fraction: Actual/360 Reset Dates: The first day of each Calculation Period Floating Rate Payment Dates: The 24th of each calendar month, beginning March 24, 1998, and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day convention. Payments of Net Amounts: With respect to the Floating Amount (defined as the product of the (i) Notional Amount, (ii) the Floating Rate Option, and (iii) the number of actual days in the Calculation Period divided by 360), and calculated in respect of a Calculation Period if (a) USD-LIBOR-BBA is greater than the Cap Rate, Floating Rate Payer A agrees to pay to Floating Rate Payer B on the Payment Date in respect of such Calculation Period the Floating Amount where the Floating Rate is the amount by which USD-LIBOR-BBA exceeds the Cap Rate; (b) if USD-LIBOR-BBA is less than the Floor Rate, Floating Rate Payer B agrees to pay to Floating Rate Payer A on the Payment Date in respect of such Calculation Period the Floating Amount where the Floating Rate is the amount by which the Floor Rate exceeds the USD-LIBOR-BBA; and (c) if USD-LIBOR-BBA is greater than or equal to the Floor Rate but less than or equal to the Cap Rate, no payment will be made. Calculation Agent: BBNA Business Days: New York and London Governing Law: New York law. Documentation: ISDA Master Agreement to be provided by BBNA. 3. ACCOUNT DETAILS: PAYMENT INSTRUCTIONS FOR BBNA: BankBoston, N.A., (formerly known as The First National Bank of Boston) Routing No. ABA 011000390, for Arbitrage Settlement Account #295032, Attn: Cap Desk, 01-13-08. 3 PAYMENT INSTRUCTIONS FOR OUTSOURCE INTERNATIONAL: BankBoston, N.A., Routing number: ABA 011100805 For credit to Outsource International, Inc. Account number: 51002998 4. CONTACT INSTRUCTIONS: Outsource International, Inc. Robert Tomlinson, CFO Tel.: 954-418-6426 Fax: 954-418-3365 BBNA: Cap Desk (Resets/Payments): Tel: 617-434-7264 FAX: 617- 434-0505 Confirmations: Tel: 617- 434-4405 FAX: 617- 434-4284 OUTSOURCE INTERNATIONAL: PLEASE ADVISE Very truly yours, BANKBOSTON, N.A. By: /S/ JAIME BUENAVENTURA By: /S/ JAMES MATHER ------------------------------ -------------------------------- Name: Jaime Buenaventura Name: James Mather Title: Director Title: Managing Director Agreed and accepted as of the date first above written: OUTSOURCE INTERNATIONAL By: /S/ ROBERT E. TOMLINSON ------------------------------ Name: Robert E. Tomlinson Title: Chief Financial Officer PLEASE COUNTERSIGN AND FAX TO: (617) 434-4284 ATTN: MARY SCHERR REQUEST CORRECTIONS AT (617) 434-4405 4