EXHIBIT 10.34



PROFESSIONAL SERVICES AGREEMENT      [[gevity hr LOGO]]

I. THE PARTIES:  This  Agreement is made between - One Source  Technology,  Inc.
("Client")  with its  principal  office  located a the address set forht beneath
Client's signature below and:

[X] Gevity HR, L.P.,

[ ] Gevity HR II, L.P.,

[ ] Gevity HR III, L.P.,

[ ] Gevity HR IV, LI'.,

[ ] Gevity HR V, L.P.,.

[ ] Gevity HR ________,

[ ] Gevity HR VI, L.P.,

[ ] Gevity HR VIII, L.P.,

[ ] Gevity HR IX, L.P.,

[ ] Gevity HR X, L.P.,.

[ ] Staff Leasing, Inc. d/b/a Gevity HR

(hereinafter individually and jointly "Gevity HR"), a wholly-owned subsidiary of
Staff Leasing, Inc. d/b/a Gevity HR, a Florida corporation,  wtih it's principal
office located at 600 301 Boulevard West, Suite 202,  Bradenron,  Florida 34205.
Collectively, Client and Gevity HR are referred to as "the parties."

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2. OPTIONAL BENEFITS AND SERVICES:

     A. Employee Health and Welfare Benefits: Client will indicate, by selecting
one of the  following two benefit  options,  whether or not Gevity HR's optional
health and welfare benefits ("Benefits") are desired for "Co-Employees" (defined
in section 6.A. below).  Gevity HR's initial and continuing  obligation to offer
Benefits  to  Co-Employees  is  contingent  upon  satisfaction  of  eligibility,
participation and client contribution  requirements in effect from time to time.
See section 32 for a description of these requirements.

Client is to choose ONE OPTION.
CHECK AND INITIAL Option (i) or (ii)

[X] Option (i) Clients Initials  TW     or   [] Option (iI) Clients Initials
FULL BENEFITS                   ----         NO BENEFITS                    ----

     B. Additional  Services  Provided by Gevity HR: Gevity HRs basic "Services"
provided to all clients are described in Section 6.C. below. If the parties have
agreed that  additional  services  will be provided by Gevity HR and included in
Gevity HR's Fees,  such  additional  services are specified on Schedule A of the
Proposal.
     C.  Supplemental  Services  Provided  by Vendors:  Gevity HR's  clients are
eligible to receive certain  supplemental  services  designed to help businesses
improve their business operations,  work environment and overall  effectiveness.
These are not  included  in Gevity  HR's  basic  Services  provided  under  this
Agreement.  Such services would be provided by a vendor under separate  contract
between  vendor and Client adn would be billded  separately.  See section 31 for
details.
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3. If Client has any  worksites  in Florida  covered by this  Agreement,  Client
affirms  that,  pursuant  so F.S.  Section  627.192(B),  except for  premiums or
amounts that are subject to good faith dispute,  Client does not owe its current
or prior Insurers any past due premium for workers' compensation insurance,  and
does not owe its current or prior employee  leasing company any past due amounts
under the service agreement with such employee leasing company.  Client has read
the foregoing sentences and by signing below swears that the facts stated in the
foregoing sentence are true.

The signatures on behalf of Gevity HR and Client  immediately  below  constitute
execution of this Agreement.

Gevity HR                                   CLIENT

Signature  /s/ John Panning                 Signature  /s/ Thomas E. Glasgow
       --------------------------------            -----------------------------

Typed or                                    Typed or
Printed                                     Printed
Name       John Panning                     Name       Thomas E. Glasgow
       --------------------------------            -----------------------------

Title:     Senior Vice President            Title:     CEO
       --------------------------------            -----------------------------

Date:      December 26, 2002                Street
       --------------------------------     Address    7419 E. Helm Drive
                                                   -----------------------------

                                            City,
                                            State,     Scottsdale, AZ 85260
                                            Zip    -----------------------------


                                            Date:      9/13/02
                                                   -----------------------------


THIS  AGREEMENT  is  continued  on the  following  pages.  Please read all pages
carfully.

                                                                     Page 1 of 8
<PAGE>


4.  PROPOSAL  means a Proposal  which sets forth the "Fees" to be paid by Client
foe Gevity HR `s services ("Services") sd en rifled in the ii rst Sentence of

4.C.  Each  Proposal  agreed to by the  parties is  attached  hereto and made an
integral part of this Agreement, including the terms and definitions in, and any
Schedules  attached  to,  each  Proposal.  The Fees shown in a Proposal  and its
attached  Schedules (i) see based on information  concerning  Co-Employees'  job
classifications  and  remuneration  supplied  to Gevity  HR by  Client  (Consent
Information") and on the requirements, methods and level of Services agreed upon
by the parties,  and (ii) reflect a discount for payment's made with bank draft,
ACH  Transfer,   wire  transfer  and  similar  commercial  banking  Transactions
acceptable  to Gevity HR; the  discount is not  available  if Client pays with a
credit card.

5. COUNTERPARTS:  This Agreement may be signed in one or more Counterparts, each
of which when executed shall be deemed an original and together shall constitute
one and the same instrument.

6. EMPLOYER RELATIONSHIP:

A. The employer arrangement  established under this Agreement will apply only in
the U.S. States  identified and "priced" in the Proposal(s).  Client's  existing
active employees and employees subsequently hired by Client in these states will
become co-em ployed by both Client and Gevity HR upon Gevity HR's  confirmation,
as  provided  in  ss.56.B.  and 14.A,  that they are "Co  Employees."  If Client
establishes a worksite in any area ("other area")  outside of such states,  this
Agreement  shall not a pply in such other area.  Upon  Client's  request and the
concurrence  of Gevity HR to provide  Services in the other  area,  the pa tries
will enter in to a sepa rare agreement  covering the other area. Client shall at
all times retain its ststus as an employer of Co-Em  ployees hut the entsrety of
an employer's rights and responsibilities  shall be shared and allocated between
Gevity  HR and  Client  as set  forth  herein  so  that  Co-Employees  shall  be
simultaneously  employed  by both  parties.  Gevity HR shall be the  employer of
Co-Employees  for  employer  responsibilities  related to Gevity  HR's  Services
defined in 56.C and for purposes of compliance  with the laws specified in 57.A.
hereof.   Client  shall  be  the  employer  of  Co-Employees  for  all  employer
responsibilities  unrelated  to  Gevity  HR  s  Services  and  for  purposes  of
compliance  with the law  specified  in 7.B.  hereof.  Gevity HR`s  retention of
rights shall not be deemed a mandate to exercise any of such rights and does not
negate  Client's  ability to exercise its rights and obligations as an employer.
Client shall at all times have the privilege, authority and duty to exercise the
rights  and  responsibilities  that a  worksite  employer  has with  respect  to
employees,   including  the  rights   assumed  by  Gevity  HR,  subject  to  the
requirements  set forth  herein.  Gevity HR  reserves a right of  direction  and
control over  Co-Employers  and its authority to hire,  terminate its employment
of, and discipline  and reassign.  Co-Employees,  notwithstanding  the foregoing
reserved and  retained  rights,  Gevity HR assigns to Client the actual  control
over (i) the day-to-day job duties of Co-Employees,  and (ii) the portion of all
job sites at which and from which  Co-Employees  work.  Client (a)  accepts  the
assignment  of  actual  control  as set  forth in the  foregoing  sentence,  (b)
understands that Client has actual control over Co-Employees' job duties and job
sites at which and from which  Go-Employees  work, and (c) agrees that Gevity HR
is absolved of actual control over the Co-Employees' job duties and job sites at
which and from which  Co-Employees work. Client has the right to hire, accept or
cancel the assignment  of, and to terminate its employment of, any  Co-Employee,
provided that such  cancellation  or termination is not otherwise  prohibited by
any  applicable  law - Client also has the right and  obligation  to  supervise,
direct and control the Co-Employers in order to conduct its business,  discharge
fiduciary responsibilities or comply with any federal, state or local licensure,
regulatory, statutory or other legal requirements.  Client is solely responsible
for the  quality,  adequacy  and  safety  of all  goods  produced  and  services
performed by the Co-Employees and for the consequences,  including damage to the
Client's   business   operations,   even  if  the  actions  are  implemented  by
Co-Employees.

B. If  Gevity  HR needs  to make a  decision  regarding  its  employment  of any
Co-Employee, Client will provide the information necessary for Gevity HR to make
a reasonable and informed  decision.  If Gevity HR finds it necessary to conduct
an investigation before making a decision,  Client shall cooperate fully in that
investigation.  If Client does not  cooperate or provide  requested  information
necessary for Gevity HR to make an informed  decision or if Client  unilaterally
makes its own employment decision regarding a Co-Employee,  Client will be fully
responsible for the consequences of such action or decision.  Client understands
that no individual  hired by Client will become a Co-Employer for whom Gevity HR
will   provide   Services   hereunder   until   Gevity  HR  issues  an  employer
identification  number  after  receiving  required  information  and forms  (see
Section 4.A.). Also, under the laws referred to in 57.A.,  Gevity HR must obtain
and maintain certain  documents  signed by  Co-Employers.  Client agrees to help
facilitate the timely delivery of such documents to Gevity HR - It is understood
that if required signed documents for an employee hired by Client are not timely
received by Gevity HR, or if Gevity HR determines that an employer has submitted
invalid  documentation,  then  Gevity HR may  refuse to  co-Employ  and  provide
Services  for  that  employer  or may  exercise  its  right  to  terminate  that
employee's employment with Gevity HR.

C. In furtherance  of its  responsibilities  as a  co-employer,  Gevity HR will,
under its own employer  identification  numbers,  (i) process payroll, pay wages
and make deductions that are legally required or duly authorized;  (ii) collect,
report and pay  applicable  payroll  taxes and keep  payroll  and tax records as
required  by federal,  state and local tax laws and  regulations;  (iii)  secure
workers'  compensation  (W C") insurance  and timely pay the premiums  therefor;
(iv) comply with state and federal  unemployment  laws by maintaining  accounts,
paying  unemployment  insurance taxes, filing required reports and administering
and  managing  claims  (subject  to the  understanding  that in certain  states,
Client's  employer  identification  number  will  be used  for all  unemployment
matters and,  upon  receiving  Client's  written  authorization,  Gevity HR will
perform its  responsibilities as Client's designated agent); and, (v) administer
optional Benefits selected by Client and provide other services specified in the
P top oss. The  responsibilities  set forth in the foregoing sentence constitute
the Services.  Gevity HR may provide other services,  but only if agreed to in a
separate written agreement.  Gevity HR assumes responsibility for the payment of
wages to  Co-Employees  without  regard to  payments  by  Client  to Gevity  HR,
although  in  doing  so  Gevity  HR does not  waive  or  limit  any  claim to be
reimbursed by Client for such payments,  and assumes full responsibility for the
payment of payroll taxes and  collection of taxes from payroll on  Co-Employers.
Under no circumstances will Gevity HR provide any service,  guidance or decision
on  strategic,  financial,  operational  or other  matters  concerning  Client's
business.

D - Gevity HR will give written notice of the relationship between Gevity HR and
Client to each Co-Employment. Client understands that with respect to Gevity HR,
Co-Employers are at-will employees,  and that the written notice to Co-Employees
contains a  statement  that  there is no  written,  verbal or  implied  contract
between Gevity HR and a Co-Employee. When a Co-Employee's employment with Client
ends for any reason,  Client shall immediately  notify Gevity HR of the date the
employment  terminated  and the  reasons  therefor  so that Gevity HR may timely
remove the Co-Employee's name from its active records, promptly notify insurance
carriers  and other third  parties  and  otherwise  comply with  post-employment
requirements related to its Services. If Client fails to timely notify Gevity HR
that a Co-Employee's  employment has ended, Client agrees to reimburse Gevity HR
for any premiums and other fees  attributable to that  Co-Employee paid to third
parties  through  the date  Gevity  HR  receives  notice  from  Client.  If this
Agreement is terminated,  Client shall  immediately  notify all  Co-Employers of
that fact and shall  inform them that they are no longer  employees of Gevity HR
and will no longer be covered by Gevity  HR's W C policy or other  benefits  and
insurance.

E. Client  agrees that,  since it controls the worksite and the  scheduling  and
supervision of Co-employees,  and exercises the day-to-day direction and control
over Co-Employees, Client will determine, verify and accurately report to Gevity
HR, at the same times that payment information is reported to Gevity HR pursuant
to Section l2.A.:  (i) the total number of hours worked by all  Co-Employees and
their exempt and non-exempt  status;  and (ii) the total  remuneration  due each
Co-Employee for every payroll period in accordance with the  requirements of the
Fair Labor  Standards  Act ("FLSA ), any  applicable  state or local law and any
agreement between Client and the Co-Employee. Client assumes full responsibility
for the  accuracy  of such  reporting  and the amount of  remuneration  due each
employee.  Client shall  maintain  records of hours worked for at least four (4)
years and shall make such records available to Gevity HR upon request.

Page 2 of 8

<PAGE>


Client  shall not withhold or authorize  the  withholding  of a payment of wages
absent express permission from a Co-Employee and will nor violate any applicable
law  pertaining  to the  payment  of wages.  Client  shall not make any  taxable
payment of any kind,  except  pro fit  sharing  or  pension  plan  distributions
pursuant to the terms of a qualified  plan.  directly  to any  Co-Employee.  Any
owner or officer of Client  enrolled as a  Co-Employee  must receive  sufficient
remuneration  through  Gevity HR system to satisfy Gevity HR's minimum pay roll
requ item en t esra  blish ed from rime to rime.  Client  agrees to  immediately
forward  to  Gevity  HR any  order  or  notice  of garn  ishm  tnt,  involuntary
deduction,  IRS lien or other legal process  received by Client a ffecting wages
paid to Co-Employees  and ro nign such docu men is as are necessary to authorize
Gevity  HR to act on Clien  t's beh all in resp o nding to suck  legal p rocess,
Client  shall be solely  responsible  for all no n-co m p ha nec penalties and
liabilities resulting from Client's failure to timely forward such legal process
to Gevity HR or to sign required authorization documents.

F. If pursuant to state, local or federal law, a Co-Employee is required to have
or maintain a special license or to work under a supervisor who has or maintains
a special  license,  Client will he responsible for verifying such licensure and
providing the required  supervision.  Client is solely responsible for verifying
what  qualifications  are  necessary to perform  each job,  for assuring  that a
Co-Employees  have and  maintain  the ability and  qualifications  necessary  to
perform the  essential  tasks of their  jobs,  and for the  consequences  of its
hiring, supervision, disciplinary and termination decisions. Client has the sole
responsibility to recruit, screen, interview, review resumes and other documents
submitted by job  applicants,  conduct  appropriate  background  investigations,
verify education,  references and prior  experience,  determine job assignments,
decide where and when employees work, provide necessary teaming and supervision,
evaluate performance,  carry out necessary discipline as app top nate and remove
workers from jobs for which they lack the ability or  qualifications  to perform
if  they or the  life  of  property  of  others  are in  danger  because  of the
deficiency.

G. Client is responsible for the  implementation and enforcement of all worksite
procedures  that  may  be  necessary  to  prevent  theft,  mishappropriation  or
embezzlement of Client's personal, real or intellectual property.

H. Prior to the effective  date of this  Agreement,  Client shall give Gevity HR
the name of one or more individuals to be the initial "contact(s)" authorized by
Client to report to, and receive from , Gevity HR payroll and other confidential
information  regarding  Client and  Co-Employees.  At such time as a  designated
contact  is no longer  authorized  by Client to report or  receive  confidential
information,  Client shall  promptly  notify  Gevity HR, and if necessary  shall
designate a successor contact.

I. The  co-employer  arrangement  established  by this A greem tnt shall not a
fleet or be affecsed by any agreements between Client and Co-Employees,  such as
employment  contracts,  com pensation  agreem ents,  confidentiality  and/or non
c'smpete agreements, agreements establishing terms and conditions of employment,
agreements providing for severance pay, bonuses,  profit sharing or cons mission
paym en ts,  agreements  creating  rights and oh  ligation s between  Client and
Co-Employees,  or any policies regarding paid rime off or paid benefits.  Client
understands  that Gevity H It will not adopt or ratify any such agreem r n ts or
policies  and that Client is solely resp o nsible for  enforcing  its rights and
fulfilling its obligations under such agreements and policies.

J.  Under the  Family  and  Medical  Leave  Act of 1993  ("FM LA")  Gevity HR is
considered the primary employee and Client is considered the secondary  employer
regard less of the number of Co-Employees working at Client's worksites. As
the  secondary  employer  Client will accept  employees  return in from leave in
place of  replacement  employees  and will not in  teefere  with any  employee's
attempt to esercise rights under the FM LA.

7.   REGULATORY COMPLIANCE:

A. Gevity HR: With respect to  Co-Employees,  Gevity HR is  responsible  for and
hereby  agrees  to  comply  with the  following:  (i) all  laws and  regulations
governing  the  reporting,  collection  and payment of federal and state payroll
taxes on wages paid under  this  Agrcement  including,  but not  limited  to: a)
federal income tax withholding provisions of the Internal Revenue Code, b) state
and/or  local  income tax  withholding  provisions,  if  applicable,  c) Federal
Insurance  Contributions Act (FICA), d) Federal Unemployment Tax Act (FUTA), and
e) applicable  state  unemployment  tax laws  including  managing  claims;  (ii)
applicable  W C laws  including  laws  requiring  employers  to: [a] procure W C
insurance, and [b] complete and file required reports; (iii) the FM LA; (iv) all
laws and regulations  governing the  garnishment of wages,  provided that Client
has forwarded the pertinent legal process and  authorization  to Gevity HR ; and
(v) all  laws  and  regulations  governing  administration,  procurement  of and
payments for any employee benefits  specified in the Proposal or covered by this
Agreement.  Because of requirements imposed on Gevity HR by certain laws, Client
will be required to furnish  Gevity  HRwith  certain  information  regarding its
ownership  structure  and  compensation  packages  of  its  principals  and  key
executives.  Client warrants that, to the best of its knowledge and belief, such
information will be correct.

B. Client:  With respect to  Co-Employees,  Client is responsible foe and hereby
agrees to com ply with the following:  (i) the  Occupational  Safety and H ealth
Act (`05 HA") and rela ted or si in ila r federal,  state or local  regulations;
(ii) if applicable:  government  contracting  requirements  as regulated by law,
including,  but  not  limited  to,  a)  Executive  Order  11246,  b)  Vocational
Rrhabilita  tion Act of 1973, c) Vietnam Era Veterans'  Readjustment  Assistance
Act of 1974, d) Walsh-H ealy Public  Contracts Act, e)  Davis-Bacon  Act, f) the
Service  Contract  Act of  1965  and g) any and all  similar,  related,  or like
federal.  state,  or local laws,  regulations,  ordinances  and statutes;  (iii)
professional  licensing and liability;  (iv) fidelity bonding requirem enes; (v)
Internal  Revenue  Code S I 4 (n),  & (o).  (In this  regard.  Client  agrees to
integrate  and  coordinate  the terms of any extant C lien t-spon sored  benefit
plans so that C cv iry HR `s plans  rem am in  compliance  with all app lica ble
laws); (vi) Worker Adjustment and Retraining  Notification Act ("WA RN"). Client
agrees to notify  Gevity HR at least 65 days in  advance of any event that would
require notices under WARN ; (vii) laws affecting asnign m rn t of and ownership
of  intellectual  property  tights  including,  but not limited  to,  inventions
whether patentable or not and patents resulting therefrom,  copyrights and trade
secrets;  (viii) laws  affecting  the ma in ten a ncr,  sto rage and disposal of
hazardous  materials.  Client shall properly  maintain all material  safety data
sheets on an on-going  basis during the term (s) of this Agreem ent;  (ix) the F
LSA,  Title VII of the Civil  Rights  Act of 1964,  as am ended,  the FM LA, the
Immigration Reform and Control Act of 1986, the Age Discrimination in Employment
Act ("ADEA"), the Older Workers Benefit Protection Act ("OW BPA"). she N ational
Labor  Relations Act ("N LRA"),  the  Americans  With  Disabilities  Act ("ADA')
(including  provisions thereu n dee relating to Client's premises),  federal and
state  laws  eequ i ring  posting  or  providing  of  notices  at the  place  of
employment  or hire,  and any other  federal,  state,  county  and  local  laws,
regulations and ordinances which govern the em ployee(em p loyee relationship in
the  workplace,   regulate   employees'  wage  and  hour  matters,  or  prohibit
harassment,  discrimination  or any other form of map p cop na te  treatment  or
behavior; and (x) all laws and regulations governing garnishm ent of wages.

8. FULL DISCLOSURE:  Gevity HR's obligations hereunder are expeessly conditioned
upon Client's full and accu rate  disclosure of any and all  information  reason
ably req  uested by  Gevity  HR both  before  and a fter the  execution  of this
Agreement.  Client's fa ilu cc to provide full and accurate information shall be
a breach of this Agreement.

9. TERM OF  AGREEMENT:  After this  Agreement  has been executed by Authorized
Representatives  of the parties,  it shall become  effective on the first day of
the first  payroll  period for which  Client pays Gevity HR's  invoice  covering
Services foe Co-Employees'  hours that have been reported by Client and accepted
by Gevity  HR.  and shsll  remain in force and effect for a term of one (I) year
unless  terminated  earlier  pursuant to S If Client delivers to Gevity HR on or
before the first day of the first  payroll  period a non `refu  ndalsle paym ent
anticipated  to cover the gross wages of  Co-Employees  and Gevity HR's Fees for
the first  payroll  period,  then this  Agreement  shall become  effective  upon
receipt of such payment. Following the initial term, if the parties do not renew
the Agreement fo t a fixed term, ibis Agreement shall  automatically  ten ew for
successive  monthly  terms until the Agreement is  terminated,  With regard to G
evity HR.  "Authorized  Representative"  means a Senior  Vice  President  or the
President,

10. CLIENT DEPOSIT:  If Geviry HR requires a deposit as a condition precedent to
en teeing  into this  Agreement,  the terms and  conditions  applicable  to such
deposit shall be governed by a separate agreem mt between the parties.

II. CLIENT CHECK: Client authorizes Gevity HR during the term(s) hereof

Page 3 of 8

<PAGE>


Coduct credit and  background  reference  checks on Client and the owners of has
reviewed the report and affirmed by issuing an employee identification

Client. 12. PAYMENT:

A. Client will pay Gevity HR the gross remuneratson of  Co-Employees,  the F cc
for Services,  any employer contributions for optional ben efirs that Client has
agreed  to pay and for any  other  services  Gevity  HR  perform  n at  Client's
request. all of which will be invoiced on a periodic basis. Gevity HR's right to
receive the invoiced  amount shall a rise upon Clients  receipt of each invoice,
and the am ount invoiced shall be due upon receipt.  Any am ou nts not paid when
due arc  subject to a late  penalty of up to 1.5% of the amount due per month or
fraction  (hereof that rem ains  outstanding  or such lesser  amount that is the
maximum late penalty allowed by state law. If Client pays Geviry HR with a check
that is  dishonored,  then Client shall pay Gevity HR a service  charge equal to
the  maximum  service  charge  allowed  by state  law plus the  applicable  late
penalty.  Under no csrcum  stances  shall any am ounts  advanced by Gevity HR to
employees or third  parties and which are not paid by Client on a timely  basis,
be deemed a loan to Client-  Past due amounts ace  delinquent  oh ligation s. If
Client  defaults in paying the amounts due Gevity HR and Gevity HR  continues to
pay any wages to  Co-Employers,  Clirnr shall fully indemnify and hold Gevity HR
harm lens from any and all cia ms made by  employees  for wages in excess ol the
amount paid by Gevity HR and all legal fees and expenses  incurred in defense of
such claims. If Client fails to fulfill its obligations as an em ployer under th
in Agreement or an other  agreement or any law or regulation and as a resu It of
such  failure C evisy HR  becomes  obligated  at any time no pay am ounts due in
satisfaction  of Client's  obligations.  Client agrees to pay,  upon receipt,  C
evity HR `s invoice  covering  such  amounts  and any  applicable  Fees.  Unless
otherwise specified in the Pro sosa I, Client agrees to collect,  verify and tra
nsm it to Gevity HR `s principal office in Bradenton, Florida by 12 o'clock noon
(in  Client's  rime cone) no less than 48 hours  ("reporting  time)  before each
Gevity  HR  payroll  date the info em a tion n ceded  for the co erect and a ccu
rate  determination  of the gross and net am ount due to Co-Em  pioyees  and the
payment due Gevity HR.

Client  transmits  payroll info em ation to Gevity HR after the reporting  time,
Client agrees to pay Gevity HR its applicable  charges for the special  handling
required to process and timely deliver  payroll to Co-Employees on the scheduled
payroll date- Also,  Client must  immediately in form Gevity HR of any situation
In which paym ent will not be immediately  forthcoming,  and Gevity HR shall ave
the right to im med iatrly  remove from its payroll the C o-Em  ployees for whom
paym ent will not be made and to  require  Client to  immediately  notify  those
workers of Gevity HR `s action.

B.  Client  shall pay for G cv ity HR's  Services  with  bank  wire tra  nsfers,
through Au tom asic Clearing H ouse (A C H) tra nsfee,  negotiable  bank drafts,
cask er's check or other method acceptable to Gevity HR. Payment shall have been
made only when Ccv iry HR has received final, irrevocable credit at itn bank.

C.  Gevity HR may  adjust  the Fees if there are any  statutory  changes  in rhe
minimum wage, em ployer taxes, sales tax or W C rates; such adjustments shall be
effective  on the date of the  mandated ch an ge The Fees may also be ad ju sted
if the Client Information is or becomes inaccurate,  if Client req uests changes
in the  requirements,  methods and levels of  Services  agreed  upon,  if Client
frequently i eansm its payroll information after the reporting time, or if there
are  variations  in  the  number  of  Co'Employees,  their  gross  payroll,  job
functions,  claims history or W C cia ssifica tion s; such adjustments  shall be
effective upon reason able advance notice from Gevity HR.

I NO  COLLECTIVE  BARGAINING  AGREEMENTS:  Client  warrants  rh at there  are no
collective  bargaining  agreements binding on Client or affecting  employees who
are or may become  Co-Em  ployees  and that  there are no pending or  threatened
organizing  effo ens  affecting C lien n's  employees or unfair  labor  practice
charges pending or threatened against Client.

14. WORKERS' COMPENSATION:

A. Insurance  Coverage:  Co-Employees shall be covered by W C insurance red by C
evity HR in compliance  with  applicable  law, and as specified in the Proposal.
Client agrees no report its newly-hired  employees to Gevity HR on or before the
date they are hired by Client and understands that any worker utilized by Client
shall not be deemed a  Co-Employee  covered by Gevity HR's WC insurance  until a
frer (a)  Gevity  HR  receives  from  Client  Ccv my HR's  "Employee  En rol err
Package" com pleted and signed by that worker,  and (b) Gevity HR num her,  that
the worker is a  Co-Employee  of Gevity HR. Foe workers hired by Client on a day
that is not a business day,  coverage will be deemed to have been provided as of
the date of hire so long as the necessary  information is sub ns itted to Gevity
HR before noon of she first  business day following  the date of it ire.  Gevity
HR`s  responsibility  to provide W C  insurance  and orb re Services d u tin any
payroll  period is limited to Co.Em  ployees for whom Client  reports  hours for
payroll and whose  remuneration  is included in Gevity HR's periodic  invoice to
Client for that payroll  period.  Client agrees to require irs sub'co nuracto rs
and independent contractors (jointly, "Contractors") to provide, before starting
work,  evidence  of WC  coverage.  Client  shall  indem nify and hold C eviny HR
harmless from claims, damages.  expenses and liability a rising from or eela ted
to Client's  (i) hiring an employee  without  rim ely  reporting  that person to
Gevity HR or employing  workers by utilizing  procedures  that are in consistent
with the requirements set forth in this Agreement; (ii) unilaterally terminating
the employment of an iniured Co-Em ployee in  contravention  of applicable  law;
and (iii) utilizing Contractors w ishou t obtaining evidence of insurance.

B. Notification of Injury; R eitsscattm en t of Workers:  If a Co-Employee is in
ju red at an  assigned  works  ire,  Client  agrees to  notify C evsry  HR's W C
carrier  at the  telephone  n um bet  provided  to Client by Gevity HR within 24
hours and to cooperate in any investigation  conducted  following the injury, to
provide  transportation  so a medical  facility  and, if required due to medical
restrictions,  to permit the C o-Em  ployee  (where  reason  ably  possible  and
permitted by law) to work in a m  odified.dury  capacity  until suck rime as the
employee is no longer medically  restricted from resuming duties performed prior
to the inlu ry.  Client  also  agrees  to  cooperate  with  Ceviny  HR Sn making
reasonable  accom m odarsons which may be required of either of then by the ADA,
in  providing  any  leave  required  of either of them by the FM LA or any other
applicable  law and in restoring a Co-Employee  to his or her job at she con clu
sins of any such leave. Client is solely responsible for all direct and indirect
costs  associated  with reaso nable acco m in oda tions req uired by the ADA and
similar state and local laws,

C.  Audit:  Client  agrees  that  Gevity HR.  its WC  carrier  or an  authorized
representative  of  either  is en  titled  to  conduct  an  on  site  ph  ysical
examination  at each Client  location at least ann ually  during the teem 0 this
Agreement,  and periodically therea ftee, to a udit the employee  classification
lists,  employee rolls and financial  records relating thereto to make sure that
all Co. Employees are clasnified p top cry, are being reported for W C purposes.
that all of their  rem une  ration  is being  eepo  eted to Gevity HR and that
Client's Con tractors  have  adequate WC coverage.  lfGevity HR learns during an
auditor otherwise that (i) Co-Employees have been misclassified ot all of theie
hours  and  remuneration  have not been  reported  to Gevity  HR.  Client  will
promptly  reimburse Gevity HR. upon invoice,  for charges which otherwise would
have been  payable  by C lien r had all of the  bouts,  rem u  neration  and job
classifications of Co. Em ployees been properly reported,  plus a service charge
equal so 25% of such charges or such lessee  amount that is rhe maximum  service
charge allowed by state law; or (ii) Client has utilized uninsured  Contractors,
Ccv sty HR shall have the right to require Client to secure a minimum  premium W
C policy in  Client's  name to cover cia im s asserted by  employees  of any Con
tractors.

D. OCIP Client  agrees to notify  Ceviry HR within  three  business  days a fter
Client is awarded an Owner  Controlled  Insurance  P tog ram or sim ila  program
("OCIP') and to timely provide Gevity HR with information  required by Gevity HR
so adjust the Fees or required by Gevity  HR's WC  insurance  carrier to ad just
coveeage  during  the period of an 0 C P - C liens  agrees to provide  Gevity HR
with copies of all payroll  reports that Client subm its to the OCIP.  Client is
solely  responsible  foe  maintaining and producing all pay to reports and other
documents that may be required by an OCIP insurance  carrier for audit purposes.
Failure  to  timely  noti&  Gevity  HR of OC I P  involvens  ent may  result  is
inability to adjust the Fees or cancel  carrier  cove rage in effect  during the
period ofan OCIP.

15. INSURANCE.:

A. Autom ohilt: Client shall obtain and maintain autom obile liability insurance
for all owned, non-owned and hired vehicles used in connection with its business
or with the work  performed on its  premises.  The policy  shall insure  against
liability foe bodily injury and property dam age, with a minimum combined single
lim it of Three H undred Thousand Dollars (S300,000.0O) and

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Uninsured Motorist or PIP equivalent  coverage of at least the minim urn lim irs
fees and court costs,  out-of-pocket expen ses, dam ages (including compensatory
required by a state having a no fau It' law

B.  General  Liability;  Client  shall  obtain and m air tam  general  liability
insurance  with  a  minimum  com  bined  single  limit  of One  Million  Dollars
($1,000,000.00)  with  rhe  following  coverage,  where  applicable;   premises,
operarioss.  products,  com pleted operations,  contract and broad form property
damage, independent contra cr0 rs, personal injury, host liquor, and full liquor
liability.  If  Client  tend ers  professional  services,  it shall  obtain  and
maintain professional liability coverage, as applicable, with a minimum combined
sin gle limit of not less than One Million Dollars ($I,000,000.00).  With regard
to insurance referenced in this pa tag raph , add itio nal coverage may be req u
i red at Ccv iry HR's discretion based on size or nature of Client's business.

C. Crrrificates:  The insurance required under SS15.A. and B shall be msistasnrd
by Client  during the term(s) of this  Agreement.  Client will cause each of its
insurance  ca  triers  to  issue a  certificate  of  insurance  which  evidences
coverage,  sam es Gevity HR as a certificate  holder and allows not less than 30
days sotice olcancellation or material change.

0.  Claims;  The Fees paid hy Client  obligate  Gevity HR to secure WC and unens
ploym en t insurance  coverage as specified  in the  Services  described in S No
other insurance will be provided by Gevity HR for the benefit of Client.  If any
third party  initiates a claim  against  Client or Gevity HR for bodily  injury,
property damage or death, or if a Co-Employee  filet a claim against Client or C
evity HR foe any type of loss,  injury or dam age,  including  discrimination or
wrongful termination,  nor covered by WC or unemployment insurance,  Client shIl
file for recovery under its awn applicable insurance policy.  Client is required
a sd agrees.  to rim ely report to Gevity HR all romp Ia in rs allegations or in
cid en tn of any torrious misconduct or workplace safrty violations,  regardless
of rhr source.

16. INSURED CLAIMS:  Each party hereby waives any claim in its favor against the
o thee party by way of  indemnification  or otherwise which may arise during the
term(s)  of thu  Agreement  foe  any and all  loss  of or  damage  to any of irs
property or for bodily injury,  which loss, dam age, or bodily injury is covered
by  insurance  to the extent that such loan o e damage in  recovered  under such
policies of insurance as req u irrd herein -

I EMPLOYEE  SAFETY:  If Ceviry HR is required by any state law to retain  rights
with regard to employee safety,  such retained rights do not relieve Client, who
controls  the  worksite  and its  busin ran  operations  and  equipment,  of its
responsibility  and liability for the safety of Co-Employees and third paeties a
ffected by C lien rn operations and  equipment.  Client ackn owiedges that it is
respo n sible for maintaining a safe working environment,  and shall provide, at
irs  expense,  all  necessary  personal  protective  equipment  and  tea in in g
required  under  federal  or stare law or  regulation  and shall  establish  and
maintain such safety programs,  safety policies and safety  committees as may be
required by law - C evuy HR. Gevity HR W C and liability  insurance cs criers or
their  assignees have the right to survey  Client's  worksite to look for unsafe
conditions or unsafe acts which may lead to accidents.  H owevee,  the retention
by Gevity HR of the right to survey C lien tn worksite  does not relieve Cl ir n
r of any obligations  that it has pursuant to Federal or Stare OSHA or any other
federal,  state or local law intended to provide  employees at Client's worksite
with a safe work  environ m mt. Upon  notification  by Gevity HR to Client of an
unsafe working condition - Client shall within a reaso nable period of time take
the necessary steps to rectify the unsafe condition or correct the violation.

IS. INDEMNIFICATION;

A. Ceviry HR agrees to indemnify, hold harmless,  prorect and defend Client, all
of  C  lien  r's   subsidiaries,   affiliates  and  parent  entities  and  their
shareholders,  agents,  attorneys and employees from all claims,  out-n f-pocket
expenses,  reason able attn en ey's fees and court costs, damages (including com
pen satory and punitive damages) and liabilities  arising from or related to (i)
acra,  errors or  omissions  (whether  negligent  or willful) by Ceviry HR while
performing Services under this Agreement; (ii) violations of any statute, law or
regulation  by Gevity HR; or (iii)  Gevity  HR's  failure to perform  any of its
obligations under this Agreement.

B. Client agrees to indemnify, hold harmless, protect and defend Gevity HR , all
of Gevity HR`s subsidiaries,  affiliates and parent entities and their partners.
agents, a teorn eys and employees from all claims, reasonable attorney's
a rid  punitive  damages) and  liabilities  arising from or related to (i) acts,
errors or omissions (whether negligent or willful) by Clicnr or by a Co.Employec
while perform is g nervices in furtherance of Client's buniness; (ii) violations
of any statute, law or regulation by Client or a Co-Employee;  (iii) breaches of
con tract attributed to Client or to a C o-Em plnyee; (iv) C lien t'n failure to
perform any of irs obligations under this Agreement; or (v) failure by Client to
authorize or make paym ents due to Co.Em ployees under any law or under a policy
or agreement with Client, such as pay for commissions,  bonuses, profit sharing.
severa nce, other compensation, vacation or other paid time off.

C. All indemnity  obligations  hereunder are without monetary lim it and without
regard to the cause thereof, in clu ding the negligence of either party, whether
the  negligence  is  sole,   joint,   comparative  or   contributory.   If  such
indemnification  is for any reason nor  available  or  insufficient  to hold the
indem n tee  harmless,  the in d em n iror  agrees to con  tribute to the losses
involved in such  proportion as is appropriate to reflect the relative  benefits
received  (or  anticipated  to be received) by each party with resp cci to the m
asters  contemplated  by this  Agreement  or, if such  allocation  is judicially
determined to be  unavailable,  in such proportion as is app Cop nate to reflect
the relative benefits and equitable  considerations  such as the relative fau It
of the parties.

19. TERMINATION;

A. Thu  Agreement  is term inable by either  party  without  cause upon 30 days'
written  not ice. In the event 0 a breach,  violation  oe default ("B reach') of
any teem or condition of this Agreement by one party, rhe other parry shall have
the absolute right to  immediately  teem in ate this Agreement by giving written
notice  of  term  in at  ion to  the  Breaching  party.  At  the  option  of the
non-breaching  party the teem marion  date shall be the date of the Breach,  the
date it sends  notice,  the date notice is received by the  Breaching pa ety, or
any later date selected by the non-breaching party.

B. In add mo n to any other  Breach,  the  follow  sag shall be deemed B reaches
giving rise to the non-breaching party's right of termination:  (i) a party's fa
iluer to pay any moneys when due as req uired by this Agreement;  (ii) a party's
failure to secure and maintain any  insurance  required by this Ageeem me; (iii)
situations where a party (a) would be required to issue a notice under WARN, (b)
closes or sells a facility or  operation,  (c) tea n sfers its  business to a rh
ied party, a e (d) a party's  current eq uity owners fail to maintain at least a
majority  ownership  in the pa cry;  (iv) th r filing of a petition for eeorga n
iza tion, bankruptcy.  receivership or in solvency by or against a party or if a
pa ety  makes  any  assignment  foe  she  benefit  of  creditors;  (v)  Client's
misrepresentation   of  employees'  job  descriptions  e  W  C  classifications,
reporting of maccu rate employment  rolls,  employee payroll hours, pay rates or
salary.  or paying rem un eearion  directly to Ca- Em plnyees without  reporting
same to  Gevity  HR;  (vi)  Client's  failure  to com ply with any  reason  able
directive regarding health and safety from Gevity HR, Gevity HR's W C carrier or
any governm ens agency;  (vii)  Client's  failuee to report payroll to Gevity HR
foe one or more payroll  periods;  a nd/or (viii) if gross  payroll  reported by
Client for three or more  consecutive  payroll  periods  declines  more than 15%
below either (a) the periodic  payroll  specified  in the  Proposal,  or (b) the
average periodic payroll reported by Client during the previous 12 months.

C. The  indemnification  and  contribution  peovisions of this  Agreement  shall
survive indefinitely the expiration or other rerns marion of this Ag teem ent.

D. Upon the termination of this Agreement for any reason: (i) Ceviry HR's status
an an employer and its ob tion to provide  Services or any optional  benefits or
services to Client or  Co-Employees  shall cease on the date this Agreement teem
in ates.  Client  shall be  obligated  to pay to Gevity HR rhe full am ounr of C
evity HRs invoices  covering  periods through the termination  date foe Services
and any other amounts  Client has agreed under this Agreement to pay to Gevity H
R; unpaid  amounts shall  continue as  obligations  of Client beyond the term in
anon  of this  Agreement;  and  (ii)  CUrs i shall  immediately  assume  (a) all
federal, sra te and local o bliga lionS of an employer to the employees, and (b)
full  resp o  nsibiiiry  for  payroll,  taxes,  unemployment  insurance  and W C
coverage.  If the a  ffected  employees  are en  titled  to the  payment  of any
remuneration  or pay for  accrued  vacation,  sick or personal  leave,  or other
benefits accrued prior to the rerm in atm n date, Client shall be liable for the
payment thereof. Client shall make payments directly to the employees;  however,
if Gevity HR pays employees any of such am ounts, Client shall

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reimburse  Gevity  HR.  Gevity HR may am end the terms  and  conditions  of this
Agreem tnt by giving

20. NO THIRD PARTY  RIGHTS:  This  Agreement is intended  solely for the mu nual
benefit of the parties h ereto and does not create any rights in a third parry.

21. INTEGRATION:  This Agreement, the Proposal, and any signed addendum attached
hereto  constitute  the entire  agreem en r between  the p attics with regard to
this subject  matter and supersedes  any and all  agreements,  whether oral or w
ritren,  between  the p arties  with  respect  to itn nub ject m ante r.  Client
acknowledges  that ir has not been  induced to enter inro this  Agteement by any
reprenenration  or warranty not set forth in this  Agreement,  including but nor
limited to any statement made by any employee or marketing  agent of C evity HR.
Client  acknowledges thar Gevity HR has made no  representation  that Gevity HRs
Services will improve the performance of Client's busin ess.

22. WAIVER:  Failure by either party ar any time to require  perform ance by the
other party or to claim a Breach of any provision of thin  Agreement will not be
construed as a waiver o ia ny subsequent B reach nor affecr the effectiveness of
this Agreement,  nor any part thereof,  nor prejudice  tither party in regard to
any subsequent action.

23.  ATTORNEY'S FEES: If either party refers a m arter to a collection agency or
brings  any  other  acrion  as a  result  of a B reach  of this  Agreement,  the
prevailing  party in such collecnio n proceeding or action shall be en titled to
reimbursement  for its reason able a ttorn ey's fees and other costs and lees in
curred in such collection or action in addition to any other relief to which the
party may be en rirled.

24.  GOVERNING  LAW:  This  Agreement  nhall be  governed  by and  construed  In
accordance  wirh the laws of the State of Florida,  without regard to principles
of conflicts of law.  Client  hereby  irrevocably  subm its itne to the personal
jurisdiction of the courts in and for Manatee  County,  Florida or in the United
States  District  Court for the Middle  District of Florida,  and Client  hereby
waives,  to the full extent perm stted by law, any objection  that it may now or
hereafter  have to the laying of venue of any such  action in such court and any
claim that any such action, suit or proceeding ("Action") has been brought in an
inconvenient  forum.  The parties  desire to have any Action  filed by either of
them to be tried before a 1 ge or judicial  panel without a jury and  therefore:
(i) agree not to elect a trial by jury of any issue  triable of right by a jury,
and (ii)  waive any  right to trial by jury  fully to the  extent  that any such
right  shall now or  hereafter  exist.  Thin waiver of right to trial by jury is
separately given, knowingly and voluntarily,  by each of the parties hereto, and
this waiver is intended to encompass in divid ually each instance and each issue
as to which the right to a jury trial  would  otherwise  accrue.  Client  hereby
certifies  that  no  representative  or  agent  of  Gevity  HR has  represented,
repeessly or otherwise, that Geviry HR will not seek to en fo ccc this waiver of
right to trial by jury.

25.  INTELLECTUAL  PROPERTY RIGHTS:  Client shall own all intellectual  property
rights incident to all processes,  products or inventions created or invented by
any  Co-Employee  who w directed  by Client to create or develop  such  process,
product,  etc.  Client  shall  bear  all  costs  associated  with  any pate n tn
copyrights or trademarks  that Client  chooses to obtain to protect  Client's in
tellectu alp rope rty righ ts.

26. DUTY TO  COOPERATE:  If an employee  or a  government  agency or third party
files any type of claim,  lawsuit or charge  against  Gevity HR, Client or both,
alleging  violation  of a law or failure to do something  required by law,  rach
party  shall  cooperate  with the oth er's  defense  of such  claim,  lawsuit or
charge.  Grviry HR and Client will make available to each other upon request any
and all documents  that either party has in irs  possession  which relate to any
such claim,  lawsuit or charge.  However,  neither  party shall have the duty to
cooperate  with the other if hr dispute is between  the parties  themselves  nor
shall this  provision  p nec lude the  raising of cross cia im s or third  patty
claims  between  Client  and  G  evity  HR , if  the  circumstances  justi  such
proceedings.   The  parties  agree  that  ih  is  provision  shall  survive  the
termination of this Agreement.

27.  SEVERABILITY:  Should any teem, condition or provision of this Agreement be
held to be invalid or unenforceable,  the balance of this Agreement shall remain
in force  as if the  unenforceable  part did not  exist,  The  captions  in this
Agreement  are provided for  convenience  only and are not part of the terms and
conditions of this Agreement.

28. MODIFICATION: Except as otherwise provided in this Agreement, Client 30 days
written notice. Any other modifications no this Agreement must be in writing and
exrcu ted by Authorized Representatives of both parties to be enforceable.

29. REM EDIES NOT EXCLUSIVE:  The rights and remedien provided herein n ball not
be exclusive  and both parties shall have rights and remedies now or h erea free
provided  by law  in  addition  to  those  provided  for in  this  Agreem  rn t.
Institution of an action to effect  collection 0 payment of an amount in default
or the entry of a judgment in such action  shall not be deemed no he an election
by Gevity HR nor shall it bar Gevity HR from pursuing oshen rem edirn availab to
it at law or in equity.

30. NO PARTNERSHIP OR AGENCY: Nothing set forth herein shall be deemed to create
a partnership  or joint venture  between Client and G eviny HR, and no fiduciary
duty shall arise from the  relationship  created herein,  in no event may either
party act as the agent of the other  party  unless  specifically  authorized  in
writing to do so.

31. SUPPLEMENTAL SERVICES:  From time to time Gevity HR may participate in joint
marketing promotions with vendors whose services will be offered to clients of G
evity  HR.  Client  agrees  that  (i)  Gevity  HR is not  the  provider  of such
supplemental services, (ii) G eviry HR shall have no responsibility or liability
for services  provided by any vendor,  and (iii) if Client does elect to utilize
services of a vendor,  Client will look solely to the vendor for performance and
liability with regard to such services.

32. HEALTH AND WELFARE BENEFITS:

A. If Client selects Option (i) Full Benefits,  in S2.A. above and participation
and  contribution  requirements  are men,  Gevity HR will  offer  all  available
Benefits to Co'Em  ployres who are  determined by Gevity HR to be in an eligible
class  pursuant to the  provisions  of each  applicable  Benefit plan that is in
effect during the term of this Agreement.  If requirements regarding Co Employee
participation or Client contributions are not met and maintained,  Gevity HR has
the right to terminate  this  Agreement or to modify it by  substituting  Option
(ii) "N o Benefits"  for Option (i) in 2.A. and to cancel any  coverage  then in
effect for Co-Employees.

B. if Gevity  HR offers  Benefits  to C o'E m p Ioyees  in  accordance  with the
preceding  paragraph,  Client  understands  and  acknowledges  that  (i) each Co
Employee mutt meet the  eligibility  requirements  established  by the insurance
plan in effect at the time the employee's rligibiliry is being determined;  (ii)
initial insurance coverage for any Co'Em p loyee cannot be effective u n nil the
Co  Employee  tom  pletes the  required  enrollment  procedure  net forth in the
Benefit documents Gevity HR delivers to eligible  Co-Employees.  Newly-hired Go-
Employees who do not timely enroll for medical  insurance  coverage during their
initial  eligibility period will not have another opportunity no en roll until C
evity HR `s next ann ual  enrollment  period  unless they first  experience  and
qualify  for  a  `sprcia  I  enrollment  period"  under  the H  ealth  Insurance
Portability  and  Accountability  Act:  (iii) the  Benefit  plan spon  sored and
administered by Gevity HR is a " 125" plan under the Internal  Revenue Code. Any
requests to cancel,  enroll or change Benefits coverage outside of the annual en
nol eat period must be in  compliance  with S125;  (iv) ilGevity HR in unable to
collect  premiums  due  from a Co.Em  ployee,  Client  will pay  Gevity  HR such
uncollected am ounts upon receipt of Gevity HR `s in voice.  Client will in form
Co'E m  ployees  of the  requirements  set  forth  in this  paragraph  and  will
encourage  them to read Gevity HR's Benefit docum ennn;  and (v) Gevity HR shall
assume COBRA continuation  responsibility under its Benefit plans for any former
employee  of Client (`N on Co-Em  ployee")  who, on the  effective  date of this
Agreem  cnn,  is a current CO BRA  participant  under a  Client-sponsored  group
health plan.

C. If Client selects Option (ii), No Benefits,  in S2.A.  above,  Gevity HR will
not offer any Benefits to any  Co-Employees  and Client shall be responsible for
COBRA  continuation  for  participants  under any group health plan sponsored by
Client.

D. if Client selects Full Benefits in S2.A.  above, and, during the term of thin
Agreem cnn, a CO BRA-qualified  participant  elects CO BRA continuation  under a
medical  plan  sponsored  by  Gevity  HR,  and/or  Gevity HR has  assumed  COBRA
responsibility for a Mon Co-Employee under ss.34.B.(v)  above,  Client agrees to
pay Gevity HR an  administrative  fee of $75 per COBRA participant per month for
each whole or partial month that the participant receives COBRA

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coverage under a med cal plan do ring the term of this Agreem ens. Client agrees
driest:  "courts in and foe  Manatee  County,  Florida or in the U n iced States
that this administrative fee will be billed and paid in the same manner as other
paym ents due to Gevity HR in accordance with ss.12 above,

E. If  Client  selects  Full  Benefits  in ss.2 A.  above,  in order to avoid th
implication that any termination of this Agreement is a COBRA-qualifying  event,
Client  shall  secure  similar  replacement  Benefits  coverage  foe  all  C o--
Employees  who are extended  employment hy Client upon the  termination  of this
Agreem ent and for participants  receiving CO BRA conrinuatios through Gevity HR
during the term of the Agreem ens under ss.532.B  and/or 32.D.  above, if Client
does not immediately secure similar replacement coverage,  Gevity HR shall offer
COBRA  continuation  to Co-Em  ployres who were active  participants  under a CO
BRA-eligible  plan  sponsored  by  Gevity HR on the  termination  date and shall
continue  CO BRA for former  Co-Em  ployees  and Non Co-Em  ployees  who elected
coverage under ss.532.B.  and/or 32.D. above. For each Co Employee, former Co-Em
ployee and N on-Co-Em  ployee  (collectively,  "Participant")  who elects CO BRA
continuation under a medical plan sponsored by Gevit HR upon termination of this
Agreem ent,  Client  agrees to pay Gevity HR an  administrative  fee of $250 per
Participant  per month for each  whole or  partial  month  that the  Participant
continues to receive COBRA  Benefits  under Ccv sty HR a medical plan aftee this
Agreement  terminates.  Client  agrees that all  administrative  fees under this
paragraph shall be due and payable on receipt of G cv icy HR `a invoice and that
Gevity H K may collect such fees in the same manner  (including ACH transfer) as
Gevity HR was paid by Client prior to the termination of this Agreement.

F. Client agrees that the fees payable under ss.532.D.  and 32.E. above! (i) are
reasonable and fair com pensation to cover Gevity HR's otherwise non reim buesed
administrative expenses related to providing CO BRA continuation; (ii) are not a
penalty and do not change the premium paym ents due from Participants; (iii) are
payable only by Client and not by any  Participant;  and (iv) ate subject to all
payment con d rio na, penalties and other applicable  provisions of 512.A. above
if not paid when due.

33. TRANSFERABILITY: Client shall not transfer or assign obligations heeeu nder,
C cv sty HR reserves the right to transfer its and  obligations  hereunder  from
time to time `0 an affiliated entity common ownership and control with Gevity HR
or its successors.

34.  NOTICES:  Any notices under this  Agreement  shall be in writing and deemed
given (i) on the delivery date if delivered personally or by local comm ercial d
eliveey  service  or if  sent  by  facsim  Ic  tea  nan  issio  n  with  printed
veriFication of delivery; (ii) one business day after deposit with a comm ercial
overnight Ca crier, with written verification of receipt; or (iii) five business
days After the mailing date whether or nor actually  accep ted by addressee,  if
sent by U.S. mail, return receipt req u eared,  postage and charges p repaid, or
any other means of delivery for which a erceipt is available.

35. STATE-SPECIFIC  PROVISIONS:  If Client has Co-Employees located in any stare
listed below, the provisions sp ecified below for that state shall apply to this
Agreem tnt as  indicated - In the event of a conflict  with other  provision  in
this Agreement, this Section shall con reol.

A. Alabama In ss.24: in the 2 line,  change "Florida to "Alabam a;" delete:  cou
us in and foe Manatee  County,  Flo rid a or in the United S rates District Co u
et foe the Middle District of Florid a -- and substitute: "a p prop nate federal
district o e state court in Alabama.'

B. Arizona! In ss.24: in the 2 line, change "Florida" to "Arizona;" delete: "cou
rts in and for Man a tee C ou nty,  Florida  or in the  United  Stares  District
Court  foe the M iddle  District  of  Florida"  and  substitute:  "ap p top nate
federal district or stare court in Arizona."

C.  California:  (i) In ss.24:  in the 2" line,  cbange "Florida to "Califotnia;
delete:  "courts in and foe  Manatee  County,  Flotida  or in the United  States
District  Court for the Middle  District of  Florida"  and  substitute:  "app ro
priate  federal  district or state  court in Califo en ia -" (ii) Client  agrees
that it is the employer for purposes of paying environ mental fees owed pursuant
to the  California H ealth and Safety  Code.  Client is  responsible  foe timely
filing she State tax retu en for said fees and for timely paym rn r of the fees.
(iii) In ss.18. B. add the following  clause:  "lvi] Client's  failure to timely
report or pay environmental fees.'

D. Colorado:  In ss.24: in the 2 line, change "Florida" so "Colorado;'  District
Court foe the Middle District of Florida" and substitute: "appropriate federal d
`strict or stare court in Colorado."

F. Florida:  Add the following nenrence at the end of 56.A.: Gevity HR retains a
right of direction and control oven the  management  of safety,  risk and hazard
control  involving Co-Employee a perfotm in g work at Client's  worktites;  such
retained right  includes the  responsibility  to perform  safety  inspections of
Client's equipm ent and peem ises, to prom ulgate and adm inistet employment and
safety policies and to manage W C claims, claims filings and related procedures.

F. Georgia:  In ss.24: in the 2nd line,  change "Florida" to "Georgia;'  delete:
"courts in and for  Manatee  County,  Florida or in the United  States  District
Court for the Middle District of Florida" and substitute: "appropriate
federal district or state coo rt in Ceo rgia."

C. Idaho:  Add the following  sentence at the end of ss.6.A.:  Gevity HR assumes
respon sibility for the withholding  and eem ittan cc of  payeoll-eelaerd  taxes
and optional  employee  benefits from its own accounts as long as thin Agreement
rem ains in effect, although in doing so Gevity HR does nor waive or lim it any
cia im against Client.

H - Louisiana:  This  Agreement is execu ted between the parties  subject to the
following  provisions  of the  Louisiana  Revised  Statutes  of 1950:  Part XII,
Chapter I Title 23 and Part XXV, Chapter I, Title 22. Client shall havr complete
control over its business en terp rise and shall exercise  direction and control
over the Co-Em  ployees  as to the manner and method of work done in fu rth eean
cc of C lien  c_s  busin  ess;  authority  and  responsibility  regaeding  other
employment  matters and the procurement and maintenance of insurance foe W C and
Benefits ate described  and allocated  hetween the pa rues in oth Cr Sections of
this Agreement.

I. Maine:  Client may take com plainrs to she Maine Bureau of  Insurance  and/or
the Maine Department of Labor.

J. M ioneaora  and New York:  In both  Minnesota  and New York items (i) rhtough
(vi)  in this  535.J.  apply:  (i)  All  references  in  this  Agreem  mr to "Co
Employees'  shall be deemed to mean "Leased  Employees."  (ii) Add the following
sentences at the end of 56,A,:  In its role as an employer,  and foe the purpose
of designing the m cans in which employees perform th tin Sr tv icrs for Client,
Gevity HR retains the  following  rights with resp ecr to Leased Em ployees:  to
hire, to dete em inc rate of pay, to make performance app raisals,  to prom ote,
to exercise disciplinary reviews or action, to assign or reassign, to teem nate,
Client has the right so direct the Leased Em ployres  and control the man nec of
their  perform an cc. (iii) Add the  following  sentences at the end of ss.6.B.:
Gevity H K may confer with Client prior to exercising any of the rights retained
by  Gevity  HR.  Further,  in  oedee  to ca cry our  certain  rights  tetain  ed
hereunder,  Gevity HR shall design ate, on an addendum to this Agreement  signed
by the  parties,  a Leased  Employee  who works at  Client's  worksire to ace as
Gevity  HR's  on-site  chief  supervisor  ("Su  pervisor").  The  scope  of such
Supervisor's  responsibility is strictly limited to the masters set forth on the
Supervisor addendum. Actions of the Supeevisor that are in violation of law will
be outside the scope of the Supervisor's  reapo n sibiliry.  Clien t's execution
of this A green  en shall  constitute  an ack now  Iedgm  ens  that  Client  has
received a copy of Gevity HR`s On-Site  Supervisor's  Manual ("Man ual'). Client
agrees (a) to deliver  the Manual and a copy of the  Supervisor  addendum to she
Supervisor;  (b) to cooperate to assu te that the Supervisor uses she Manual and
follows the guidelines set forth in such Masual and on the Supervisor  addendum;
(c) that the Manual is  copyrighted by Ceviry H Rand will be used only by Client
and the Supervisor with respect to Leased Em ploytes and shall not be up roduced
or  distributed  to third pa tries;  and (d) that upon the  termination  of this
Agreement  Client  shall return the Manual to C eviry HR. (iv) In the I sentence
in ss.6. E., delete the ph ease "and supervision of employees, and exercises the
day-to-day  direction  and  control  over' and rep lace it with the phrase  "and
day-to-day  direction over the manner of perform ance of,' (v) In ss.7.A., add a
new paragraph (vij: "jvij to the extent compliance is req u iced by C evity HR's
relationship with Leased Employees,  any other federal,  state, county, or local
laws, regulations, ordinances and statutes, for exam pIe, Title VII of the Civil
Rights Act of 1964, as amended, the ADEA, the OWBPA, the NLRA and the ADA.' (vi)
In  ss.18.B.(v),  after the phrase  "other  compensation'  insert the  following
sentences  as a new  subparagraph:  " claims or lawsuits  Filed by its tights or
nigh es, duties that is u ndee

Page 7 of 8

<PAGE>


Leased Em ployees alleging  violation of the laws or regulations  referred to in
ss.7 B.  jurisdiction  of  Client is the  jurisdiction  of Gevity HR and its W C
insurer;  (c) lixi, if the basis foe such claim or lawsuit  arises in any of the
following  circumstances:  (a) the failure of Client or the Supervisor to comply
with recom m endations  from Gevity HR's HR Consulran rs or the  guidelines  set
forth in the Ma rsual; (b) failure of Client to comply with lawn and regulations
referred to is ss.7B.  [ or (c) failure of Client or the  Supervisor  to contact
Gevity H R's HR Con su Ita nts prior to making an employment  decision regarding
a Lrased Employee.  If a claim referred to in the immediately preceding Sentence
resu  Its in a  setrlem  en t or  judgment  being  awarded  in favor of a Leased
Employee, Client shall pay the settlement or judgment and any fines or penalties
which  may be  rendered  or levied  against  Client  and/or  Gevity HR and shall
provide  in dens n  ificatio n to Gevity HR in  accordance  with this  Section."
(vii) In M inn eaota only: In 47.8 (ix) insert "the Minnesota Workplace Accident
and Injury Reduction Act and the Minnesota H u man Rights Act." In ss.24: in the
2 line,  change  Florida' to  "Minnesota;"  delete:  "co urts in and for Manatee
County,  Florida or in rhe United States  District Court foe the Middle District
of Florida and so bstitu re: "ap prop nate  federal d isr ncr or stare coo rt in
Minnesota."  (viii) In New York only: In ss.24: in the 2" line!  change "Florida
to "New  York;"  delete:  "courts in and for Manatee  County!  Florida or in the
United  sa  res  District  Coo  rt for  the  Middle  District  of  Florida'  and
substitute:

"appropriate  federal district or state coo et in New York.' K. Montana: Add the
following Sen rences at the end of ss.6.A.: Gevity HR is a Professional Employer
Organization.  Under this professional  employer  arrangement,  which is ongoing
rather than temporary in nature!  employees are assigned to perform services for
Client.  Gevity  HR  assumes   responsibility  for  payment  of  W  C  premiums,
payroll-related  taxes  and  optional  employee  henefits  from its own  account
without  regard to payments  by Client!  although in doing so Gevity HR does not
waive or lim it any cia im against Client.  Wish respect to a worker supplied to
Client by Gevity HR,  Client shares joint and several  liability for wages.  W C
premiums. payroll-related taxes! and any ben efits left unpaid by Gevity HR ; in
the event  Gevity HR `s license is  suspended  or revo ked,  such  liability  is
retroactive to the effective date of this Agreement.  The "administrative"  fees
are the Fees set forth in the  Proposal!  Client is respon sible for  compliance
with the Montana Safety Culture Act! Title 39, Ch! 7!, Part 15!

1. New Hampshire:  Add the following sentences at the end of ss.6.A.:  Gevity HR
has the right to insp cc Clien t's wo tksite  and  demand  worksite  safety  mod
ificat sons.  Gevity HR has the ultimate  right so hire,  terminate and reassign
Co-Employees.

M . New Jersey:  In ss.24:  in the 2" line,  change  "Florida" to "New  Jersey;'
delete:  "courts in and foe  Manatee  County,  Florida  or in the United  States
District  Court for the Middle  District of Florida" anti  substitute:  "app top
tine federal district or state court in New Jersey."

N. New York. See 4354

0. North Carolina: (i) At the end of ss.6.A. add the following provisions:

In accordance with, and to the extent requited by. the Employment  Security Law.
N. C. C en.  Star.ss.96-1  et.  seq.,  with regard to  Co-Employees  assigned to
perform   services  for  C  lie  ns,  Gevity  HR  shall  fulfill  the  employers
requirements  specified  in  496-8(5) r 1-5 (ii)  Inss.24:  in the second  line,
change "Florida" to "North  Carolina;"  delete:  "cou ms in and for Manatee Coon
ty. Florida or in the United S ta tea D `strict Court for the Middle District of
Florida" and substitute:

"a pp cop na te federal district or state court in No tth Carolina."

P. South Carolina: (i) add the following provisions ar the end of ss.6.A.:

C evsty HR reserves the eight of direction and control over assigned  employees;
reta  its the  right  to hire,  fire,  discipline,  and  reassign  the  assigned
employees;  retains  the right of d srectio n and control  over the  adoption of
employment and safety p olicies and the management of W C claims, claim filings,
and rela ted  procedures  on joint  agreement  hy Client and Gevity HR. (ii) The
following  sentences shall be added to 414.B: The constructive  notice set forth
in the  following  sentence  is  intended  to  establish  liability  on the part
ofGevity HR and its \ C ca crier and is sufficient  for such  purpose;  however,
for purposes of the  contractual  relationship  between C evisy HR and Client it
shall be a breach of skis  Agreement  if Client  fails to give actual  notice of
injury to Ceviry HR WC carrier in  accordance  with the first  sentence  of this
Section  14.B.  Ceviry  HR  agrees  that:  (a)  notice  to or  knowledge  of the
occurrence  of an injury on the part of Client is notice to or  knowledge of the
same on she part of Grvity HR and its WC  insurer;  (b) for the sole  purpose of
South Carolina Statutes Title 42, the

Gevity HR and its WC insu rer are bound by and subject to the awards,  judgments
or decrees  rend ered  against  them un d et lisle 42;  and (d) the  insolvency,
bankruptcy  or discharge in bankruptcy of Gevity HR or Client does not relieve C
evity  HR , C  liens  or  their  respective  W C in  su  errs  from  payment  of
compensation for disability or death sustained by an employee during the life of
a W C insurance policy.

Q.  Ttnotsser:  (i) Add the  following  sentence  to 46.C.:  Gevity  HR  assumes
responsibility for the payment of  payroll-related  taxes and em ployre benefits
from Gevity HR's own account without regard so paym ents by Client to Gevity HR.
although in doing so Gevity HR does not waive or limit any claim against Client.
(H) In ss.24: in the 2 line, change "Florida" to "Tennessee;'  delete:  "coo ess
in and for Manatee Coon ty,  Florida or in the United States  District Court for
the Middle D strict of Florida" and substitu tr:  "appropriate  federal district
or state court in Tennessee." -

R. Texas:  (i) Add the following  sentence to 46.A:  Gevity HR and Client sh ate
the right of direction  and control over the  employees  assig ned to C lien t's
worksites,  the  right to hire,  fire,  discipline  and  reassign  the  assigned
employees,  and the  right  of  direction  and  control  over  the  adoption  of
employment and safety policies and management of W C cia im s, claim filings and
related  procedures.  (H) Without limiting Client's  obligation under PB. to com
ply with  other laws and  regulations,  Client  agrees so comply  with the Texas
Payday Law (in ciu ding but not  limited to the  payment of pay for  vacatio ns,
holidays,  sick leave,  parental leave, severa n cc, bonuses or commissions owed
to an employee  under the teems of an agreem tnt between the employee and Client
or under a policy of Client). (Hi) The following sentences shall be added ro ss.
I 4.A:  Client  agrees  that if an  independent  con  tractor  does not  provide
evidence of W C coverage,  Client will  require the  independent  contractor  to
enter  an  agreement  assuming  resp on sib s as an  independent  contractor  in
accordance with the Texas Labor Code. Client  understands that the Staff Leasing
Services  A ct C hap tee 91 of the Texas  Labor  Code,  provides  that,  if this
Agreement  is  terminated  more than two years a flee its  effective  date,  and
Client tither obtains a new W C policy or adds the former assigned  employees to
an existing  policy,  the premium for Client's WC insurance policy wilt be based
on the lower of: (a) Client's  experience  modifier prior to entering in to this
Agreement;  or (b) G cv ity HR experience modifier at the time this Agreement is
terminated, even if C liens's loss exp etience is better than Gevity HR's during
the term (s) of this  Agreement.  (iv) Add the  following  sentences  to  ss.24:
Gevity HR IS SUBJECT TO  REGULATION  BY THE TEXAS  DEPARTMENT  OF LICENSING  AND
REGULATION ("DLR"). ANY UNRESOLVED COMPLAINTS CONCERNING A LICENSEE OR QUESTIONS
CONCERNING THE REGULATION OF STAFF LEASING  SERVICES MAY BE ADDRESSED TO THE DER
AT P.O.  BOX  12157,  AUSTIN,  TX  78711  OR  CLIENT  MAY  CALL THE DLR AT (512)
463-5522.  (v) All  references in this  Agreement to "Co-Em  pioyees" shall mean
"assigned employees." (vi) All references in this Agreemens so "Gevity HR" shall
mean one of the Geviry HR  entities  shat is  licensed  by the D LR:  Gevity HR.
L.P.,  Gevity HR IV, L.P., Gevity HR IX, L.P. or Gevity HR X, L.P. (vii) In 424:
in the 2' line, change "Florida" to "Texas;" delete:  "courts in and for Manatee
County,  Florida or in the United States District Coo rt foe she Middle District
of Florida"  and  substitute:  "appropriate  federal  district or state court in
Texas.' S. Utah:  Gevity HR's  telephone  number is (800)  243-8489;  Gevity HRs
contact person is the director of "client H )t service o era tion s." The

contact person at Client's office is ____ti

who can be reached by telephone at _._.4tVTJrueT2

T. Virginia:  If Client hires any workrrs and does not report them so Gevity HR
in accordance with ss.14 .A. of this Agreement, those workers will not be deemed
"Co-Employees" and, pursuant to 465.2-801 of the Code of Virginia, they will not
be  covered  by Gevity HR's W C policy.  Client  agrees to  maintain  separate
voluntary market W C insurance to cover those workees.

36.  CONFIDENTIALITY:  All  inform  anon and  matrrial  provided  to  Gevity  HR
conceening Client's business and financial  operations will be held by Gevity HR
in the strictrnr  confidence and given the same  protection G cv ity HR provides
for its own confidential documents.  Documents and data received or creased by G
evity HR in  performance  of the  Services  are and  shall  remain Gevity HR's
confidential docum enss.

Page 8 of 8

<PAGE>

                          OneSource Technologies, Inc.

                        Proposal Presented by Brad Webb

                              on September 3, 2002

Using the data which you  provided,  we have been able to establish  our Fee(s),
The Fee(s) ("Fees") are applicable to all  remuneration* of Co-Employees  during
the term of any written agreement ("Agreement") between you and Gevity HR.

The Quoted Fees are Based on the Following Information:

--------------------------------------------------------------------------------
Number of Employees: 17      Payroll Amount: $21,195   Payroll Cycle: Bi-Weekly
--------------------------------------------------------------------------------

                              Workers'           Fee                   Fee
Employees Job Description     Compensation       Per $100 of           After
                              Classification     Gross Remuneration    Cutoffs
================================================================================
Clerical office employees     8810               $ 13.166              $ 10.866

Off machine or app install    5191               $ 13.654              $ 11.354

Salesperson                   8742               $ 13.214              $ 10.914

Computing, Recording or
Office Machine Mfg.           3574               $ 14.078              $ 11.778

The Fees cover our services for FICA,  Federal and Arizona  unemployment  taxes,
workers' compensation  coverage expenses,  our administrative fee and, if ap any
additional  services specified on Schedule 'A', attached.  Certain components of
your Fees are detailed on Schedule 'B', attached.
--------------------------------------------------------------------------------
Gevity HR has established a client enrollment  process that will take up to five
days after all forms are accurately completed.  (Please carefully review the New
Client  Timeline.) We cannot pay your  employees for any hours worked until such
time.  PLEASE DO NOT CANCEL any insurance  policies  covering health or workers'
compensation  or any payroll  processing  services  until after you receive fmal
acceptance,  in writing,  from Gevity HR. This Proposal  supercedes  any earlier
proposals.  It is valid for 45 days from the above  date and is  subject  to our
entering  into an Agreement  signed by you and Gevity HR. We will be  requesting
information  that is  necessary to review and quali your company as a new client
ofGevity HR. Submitting this information in no way obligates you or Gevity HR to
enter into an Agreement.  Either party  reserves the right to  discontinue  this
review process at any time.

If and when an Agreement  becomes  effective,  this Proposal becomes an integral
part  thereof.  The Fees are subject to  adjustment as provided in Section 12 of
the Agreement.




Your signature below  acknowledges your understanding of the disclosures made on
this schedule.


/s/ Jerry Washburn                      President               13 Sept 02
--------------------------------------------------------------------------------
 Client Signature                        Title                    Date

* As used in this  document,  and in by reference  into the  Agreement  the term
"remuneration" means remuneration as defined in the Basic Manual of the National
Council of Compensation Insurance, Inc., Rule 5, as revised from time to time.

<PAGE>

                                                                      Schedule A
                                                                 Proposal #76461
                                                               GVHR SUM 9/3/2002

OneSource Technologies, Inc. CA

This Schedule A is an integral  part of the Proposal  presented to you by Gevity
HR. It provides  general  descriptions  of the services that are included in the
Fees  quoted to you in our  Proposal.  Any items  listed  as  "Optional"  may be
ordered  by you for an  additional  charge.  However,  the  "Optional  Health  &
Insurance  Benefits" are only  available if you initially  selected  Benefits on
page 1 of Gevity HR's Professional Services Agreement ("PSA").

================================================================================
HR FULL SERVICE
================================================================================

Find the Right People
---------------------

o  Best practices online/phone access     o  New employee hire forms

o  Sample job descriptions                o  Upon Client Request

o  Job description builder                   o Online candidate assessment tools

o  Compensation calculator                   o Candidate drug screening

o  Interview guidelines                      o Candidate background reenings -
                                               includes "Basic" package
o  Recruitment advertising development


Optional:

o  Recruitment advertising placement (price based on actual ad cost)

o  Higher-level  Candidate Background Screening packages (current prices range
   from $39 to $109 per package)


Develop & Manage
----------------

o  Best practices online/phone access     o  Employee orientation programs /
                                             online access

o  FIRMS                                  o  E-Learning - 5 course package

o  Online employee skills assessments     o  HR video library

o  Performance builder


Optional:

o  Additional E-Learning courses (current prices range from $15 to $60 per
   course)


Retain Your Best
----------------

o  Best practices online/phone access     o  Sample flexible work arrangements

   o  HR needs assessment                 o  Employee Assistance Program

   o  Employee relations advice           o  Employee discounts

o  Sample retention programs              o  Reward and recognition program /
                                             online


Optional:

o  Health & Insurance Benefits (price based on client census data):

     o  Medical,  Dental,  & Vision  plans  (price  is  included  in  Health &
        Insurance Benefits cost)

     o  Life,  AD&D,  STD,  and LTD  insurance  (price is included in Health &
        Insurance Benefits cost)

o  Reward and recognition program fulfillment (price based on reward choices)

o  Retirement plans and 401(k) programs (price:  $500 set-up fee, plus $35 per
   participant admin fee, if less than 6 participants)

                                     1 of 2
<PAGE>


                                                                      Schedule A
                                                                 Proposal #76461
                                                              GVHR SCHA 9/3/2002

OneSource Technologies, Inc.


Manage the Paperwork
--------------------

o  Online sample HR forms                    o  Report payroll using Gevity HR
                                                Central

o  Online payroll, tax filing &              o  Report payroll on Monday
     administration

o  W-2 preparation                           o  Pay period is Bi-weekly -

o  Unemployment administration and claims    o  Payroll is delivered on Sunday
     processing

o  COBRA, FMLA, and Section 125              o  Payroll delivered by Fed Ex
     administration

o  Annual benefits enrollment                o  5 delivery sites

o  401(k) plan administration                o  Employees paid by Direct Deposit
                                                and Gevity HR Check

o  Workers Compensation claims administration

   o Certificates of insurance

   o Loss history analysis


Optional:

o  Time &  attendance  systems  (current  systems  range  from $595 to several
   thousand dollars)


Protect Your Business
---------------------

o  Employee handbooks                        o  Workers' compensation coverage

o  Sample HR policies and best practices /   o  Serious accident investigations
   online

o  Regulatory compliance                     o  Return to work assistance

o  HR consultations / phone access           o  Workplace safety evaluation and
                                                guidance

        o  COBRA administration              o  0SHA guidance

        o  FMLA administration               o  Safety bulletins

        o  Fair Labor Standards Act          o  Safety training video library
           guidance

        o  ADA consultations                 o  Drug-free workplace program

        o  EEO consultations                 o  Re-employment toolkit

o  Employee progressive discipline           o  Unemployment claims appeals
   process - phone access processing

o  Employee termination guidelines - phone access

o  Employee exit interview guidelines and forms - online phone access

Optional

o  Drug testing within Drug-free  workplace program (current prices range from
   $40 to $55 per test) - Client determines frequency





By signing below,  I acknowledge  that the final  approved  Proposal,  including
Schedule A, shall be incorporated into, and become part of, the PSA once the PSA
has been signed by you and Gevity HR.  Gevity HR will  provide you with  written
notice of any substantive  modification to the services that are included in our
Fees.


/s/ Jerry Washburn                      President               13 Sept 02
--------------------------------------------------------------------------------
 Client Signature                        Title                    Date

                                     2 of 2
<PAGE>

OneSource Technologies, Inc.

                                                                      Schedule B
                                                                 Proposal #76461
                                                             SL SCHB900 9/3/2002

This  Schedule  'B' is  attached  to and is an  integral  part  of the  Proposal
presented to you by Gevity HR.

A.   TaxCaps
     -------

     Your Fees will  reflect tax caps  established  annually  under  federal and
     state laws for PICA, FUTA and SUTA.

     Social Security Tax (FICA):
     When an employee's  taxable  compensation  exceeds $84,900 (current cap for
     social  security tax),  your Fees will be reduced by an additional $620 per
     $100 for that employee.

     Federal Unemployment Tax (FUTA):
     When an employee's  taxable  compensation  exceeds $7,000  (current cap for
     federal  unemployment tax), your Fees will be reduced by $0.80 per $100 for
     that employee.

     State Unemployment Tax (SUTA):
     When an employee's  taxable  compensation  exceeds $7,000  (current cap for
     state  unemployment  tax),  your Fees will be reduced by $1 .SQper $100 for
     that employee.

B.   Fees
     ----

     Fees to Start Your Account:
     Your  non-refundable  set-up fees in the total amount of $850 must be given
     to a Gevity HR  representative  at the time you deliver your signed copy of
     our  Services  Agreement.  Our  acceptance  of your  set up fees  does  not
     guarantee that you will become a client of Gevity HR. If Gevity HR declines
     to enter an Agreement with you, the set up fees will be refunded.

     401K and other Retirement Plans:
     If you adopt the Gevity HR 401K  Retirement  Plan,  you will pay a one-time
     set-up fee of$500. If you sponsor your own  deferred-compensation  plan and
     sign our Agency  Agreement  appointing  Gevity HR as your agent to withhold
     employee  contributions  and make periodic payments to the administrator of
     your plan,  you will pay a  one-time  set-up fee of $500 for a 401K plan or
     $100 for any other type of qualified retirement plan.

C.   Other
     -----
     Payroll Reporting Method:

     In this  proposal you have  received a reduction in your Fees for using our
     online payroll application. Should you decide not to use our online payroll
     application your Fees will be adjusted accordingly.

     Local taxes:
     If any  state or local  taxing  authorities  impose  specific  taxes on the
     employer, those taxes will be added to your Fee.




Your signature below  acknowledges your understanding of the disclosures made on
this schedule.


/s/ Jerry Washburn                      President               13 Sept 02
--------------------------------------------------------------------------------
 Client Signature                        Title                    Date

*    As used in this document, and incorporated by reference into the Agreement,
     the term  `remuneration"  means remuneration as defined in the Basic Manual
     of the National Council of Compensation Insurance, Inc., Rule 5, as revised
     from time to time.

<PAGE>

                         OneSource Technologies, Inc. CA

                         Proposal Presented by Brad Webb

                              on September 3, 2002

Using the data which you  provided,  we have been able to establish  our Fee(s).
The Fee(s) ("Fees") are applicable to all  remunerationt of Co-Employees  during
the term of any written agreement ("Agreement") between you and Gevity HR.

     The Quoted Fees are Based on the Following Information:

--------------------------------------------------------------------------------
Number of Employees: 1     Payroll Amount: $1,515      Payroll Cycle: Bi-Weekly
--------------------------------------------------------------------------------
                              Workers'           Fee                   Fee
Employees Job Description     Compensation       Per $100 of           After
                              Classification     Gross Remuneration    Cutoffs
================================================================================
Office machine or
app install                   5191               $ 18.680             $ 14.480

The Fees cover our services for RCA, Federal and California  unemployment taxes,
workers'  compensation  coverage  expenses,   our  administrative  fee  and,  if
applicable, any additional services specified on Schedule 'A', attached. Certain
components of your Fees are detailed on Schedule "B", attached.

Gevity HR has established a client enrollment  process that will take up to five
days after all forms are accurately completed.  (Please carefully review the New
Client  Timeline.) We cannot pay your  employees for any hours worked until such
time.  PLEASE DO NOT CANCEL any insurance  policies  covering health or workers'
compensation  or any payroll  processing  services  until after you receive fmal
acceptance,  in writing,  from Gevity HR. This Proposal  supercedes  any earlier
proposals.  It is valid for 45 days from the above  date and is  subject  to our
entering  into an Agreement  signed by you and Gevity HR. We will be  requesting
information that is necessary to review and qualify your company as a new client
of Gevity HR.  Submitting this  information in no way obligates you or Gevity HR
to enter into an Agreement.  Either party reserves the right to discontinue this
review process at any time.

If and when an Agreement  becomes  effective,  this Proposal becomes an integral
part thereof The Fees are subject to adjustmentas  provided in Section 12 of the
Agreement.





Your signature below  acknowledges your understanding of the disclosures made on
this schedule.


/s/ Jerry Washburn                      President               13 Sept 02
--------------------------------------------------------------------------------
 Client Signature                        Title                    Date

*    As used in this document, and incorporated by reference into the Agreement,
     the term  "remuneration"  means remuneration as defined in the Basic Manual
     of the National Council of Compensation Insurance,  Inc., RuleS, as revised
     from time to time.

<PAGE>


                                                                      Schedule A
                                                                  Proposal 76491
                                                              GVHR SCHA 9/3/2002

OneSource Technologies, Inc. CA

This Schedule A is an integral  part of the Proposal  presented to you by Gevity
HR. It provides  general  descriptions  of the services that are included in the
Fees  quoted to you in our  Proposal.  Any items  listed  as  "Optional"  may be
ordered  by you fin an  additional  charge.  However,  the  "Optional  Health  &
Insurance Benefits" are only available ifyou initially selected Benefits on page
1 of Gevity HRs Professional Services Agreement ("PSA").

================================================================================
HR FULL SERVICE
================================================================================

Find the Right People
---------------------

o  Best practices online/phone access       o  New employee hire forms

o  Sample job descriptions                  o  Upon Client Request

o  Job description builder                      o  Online candidate assessment
                                                   tools
o  Compensation calculator                      o  Candidate drug screening

o  Interview guidelines                         o  Candidate background
                                                   screenings includes

o  Recruitment advertising development"Basic' package


Optional:

o  Recruitment advertising placement (price based on actual ad cost)

o  Higher-level Candidate Background Screening packages (current prices range
   from $39 to $109 per package)


Develop & Manage
----------------

o  Best practices online/phone access         o  Employee orientation programs /
                                                 online access

     o  HRMS                                  o  E-Learning - 5 course package

     o  Online employee skills assessments    o  HR video library

o  Performance builder


Optional:

o  Additional E-Learning courses (current prices range from $15 to $60 per
   course)


Retain Your Best
----------------

o  Best practices online/phone access       o  Sample flexible work arrangements

  o  HR needs assessment                    o  Employee Assistance Program

  o  Employee relations advice              o  Employee discounts

o  Sample retention programs                o  Reward and recognition program /
                                               online

Optional:

o  Health & Insurance Benefits (price based on client census data):

     o    Medical, Dental, & Vision plans (price is included in  Health &
          Insurance Benefits cost)

     o    Life, AD&D, TD, and LTD insurance (price is included in Health &
          Insurance Benefits cost)

o  Reward and recognition program fulfillment (price based on reward choices)

o  Retirement plans and 401(k) programs (price: $500 set-up fee, plus $35 per
   participant admin fee, if less than 6 participants)

                                     1 of 2
<PAGE>


                                                                      Schedule A
                                                                 Proposal #76491
                                                              GVHR SCHA 9/3/2002

OneSource Technologies, Inc. CA

Manage the Paperwork
--------------------

o  Online sample HR forms                   o  Report payroll using Gevity HR
                                               Central

o  Online payroll, tax filing               o  Report payroll on Monday
   & administration

o  W-2 preparation                          o  Pay period is Bi-weekly -

o  Unemployment administration and
    claims processing                       o  Payroll is delivered on Sunday

o  COBRA, FMLA, and Section 125
   administration                           o  Payroll delivered by Fed Ex

o  Annual benefits enrollment               o  3 delivery sites

o  401(k) plan administration               o  Employees paid by Direct Deposit
                                               and Gevity HR

o  Workers Compensation claims
   administration  Check

o Certificates of insurance

o Loss history analysis


Optional:

o  Time &  attendance  systems  (current  systems  range  from $595 to several
   thousand dollars)


Protect Your Business
---------------------

o  Employee handbooks                        o  Workers compensation coverage

o  Sample HR policies and best practices
   I online                                  o  Serious accident investigations

o  Regulatory compliance                     o  Return to work assistance

o  HR consultations I phone access           o  Workplace safety evaluation and
                                                guidance

o  COBRA administration                      o  OSHA guidance

o  FMLA administration                       o  Safety bulletins

o  Fair Labor Standards Act guidance         o  Safety training video library

o  ADA consultations                         o  Drug-free workplace program

o  LEO consultations                         o  Re-employment toolkit

o  Employee progressive discipline
   process - phone access processing         o  Unemployment claims appeals

o  Employee termination guidelines -
   phone access

o  Employee exit interview guidelines and forms - online/ phone access


Optional:

o  Drug testing within  Drug--free  workplace  program  (current prices range
   from $40 to $55 per test) - Client determines frequency




By signing below,  I acknowledge  that the final  approved  Proposal,  including
Schedule A, shall be incorporated into, and become part of, the PSA once the PSA
has been signed by you and Gevity HR.  Gevity HR will  provide you with  written
notice of any substantive  modification to the services that are included in our
Fees.

/s/ Jerry Washburn                      President               13 Sept 02
--------------------------------------------------------------------------------
 Client Signature                        Title                    Date

                                     2 of 2
<PAGE>


OneSource Technologies, Inc. CA

                                                                    Schedule 'B'
                                                                 Proposal #76460
                                                             SL SCHB900 9/3/2002

This  Schedule  'B' is  attached  to and is an  integral  part  of the  Proposal
presented to you by Gevity HR.

A.   TaxCaps
     -------

     Your Fees will  reflect tax caps  established  annually  under  federal and
     state laws for PICA, FUTA and SUTA.

     Social Security Tax (FICA):
     When an employee's  taxable  compensation  exceeds $84,900 (current cap for
     social  security tax),  your Fees will be reduced by an additional $620 per
     $100 for that employee.

     Federal Unemployment Tax (FUTA):
     When an employee's  taxable  compensation  exceeds $7,000  (current cap for
     federal  unemployment tax), your Fees will be reduced by $0.80 per $100 for
     that employee.

     State Unemployment Tax (SUTA):
     When an employee's  taxable  compensation  exceeds $7,000  (current cap for
     state  unemployment  tax),  your Fees will be reduced by $1.00 per $100 for
     that employee.

B.   Fees
     ----

     Fees to Start Your Account:
     Your  non-refundable  set-up fees in the total amount of $850 must be given
     to a Gevity HR  representative  at the time you deliver your signed copy of
     our  Services  Agreement.  Our  acceptance  of your  set up fees  does  not
     guarantee that you will become a client of Gevity HR. If Gevity HR declines
     to enter an Agreement with you, the set up fees will be refunded.

     401K and other Retirement Plans:
     If you adopt the Gevity HR 401K  Retirement  Plan,  you will pay a one-time
     set-up fee of$500. If you sponsor your own  deferred-compensation  plan and
     sign our Agency  Agreement  appointing  Gevity HR as your agent to withhold
     employee  contributions  and make periodic payments to the administrator of
     your plan,  you will pay a  one-time  set-up fee of $500 for a 401K plan or
     $100 for any other type of qualified retirement plan.

C.   Other
     -----
     Payroll Reporting Method:

     In this  proposal you have  received a reduction in your Fees for using our
     online payroll application. Should you decide not to use our online payroll
     application your Fees will be adjusted accordingly.

     Local taxes:
     If any  state or local  taxing  authorities  impose  specific  taxes on the
     employer, those taxes will be added to your Fee.




Your signature below  acknowledges your understanding of the disclosures made on
this schedule.


/s/ Jerry Washburn                      President               13 Sept 02
--------------------------------------------------------------------------------
 Client Signature                        Title                    Date

*    As used in this document, and incorporated by reference into the Agreement,
     the term  `remuneration"  means remuneration as defined in the Basic Manual
     of the National Council of Compensation Insurance, Inc., Rule 5, as revised
     from time to time.

<PAGE>


                       OneSource Technogies, Inc. Colorado

                         Proposal Presented by Brad Webb

                              on September 3, 2002

Using the data which you  provided,  we have been able to establish  our Fee(s).
The Fee(s) ("Fees") are applicable to all  remuneration* of Co-Employees  during
the term of any written agreement ("Agreement") between you and Gevity HR.

     The Quoted Fees are Based on the Following Information:


--------------------------------------------------------------------------------
Number of Employees: 14      Payroll Amount: $19,624   Payroll Cycle: Bi-Weekly
--------------------------------------------------------------------------------

                              Workers'           Fee                   Fee
Employees Job Description     Compensation       Per $100 of           After
                              Classification     Gross Remuneration    Cutoffs
================================================================================
Office machine or app         5191               $ 14.594              $ 12.794
Install

The Fees cover our services for RCA,  Federal and Colorado  unemployment  taxes,
workers'  compensation  coverage  expenses,   our  administrative  fee  and,  if
applicable, any additional services specified on Schedule 'A', attached. Certain
components of your Fees are detailed on Schedule 'B', attached.

Gevity HR has established a client enrollment  process that will take up to five
days after all forms are accurately completed.  (Please carefully review the New
Client  Timeline.) We cannot pay your  employees for any hours worked until such
time.  PLEASE DO NOT CANCEL any insurance  policies  covering health or workers'
compensation  or any payroll  processing  services until after you receive final
acceptance,  in writing,  from Gevity HR. This Proposal  supercedes  any earlier
proposals.  It is valid for 45 days from the above  date and is  subject  to our
entering  into an Agreement  signed by you and Gevity HR. We will be  requesting
information that is necessary to review and qualify your company as a new client
of Gevity HR.  Submitting this  information in no way obligates you or Gevity HR
to enter into an Agreement.  Either party reserves the right to discontinue this
review process at any time.

If and when an Agreement  becomes  effective,  this Proposal becomes an integral
part  thereof.  The Fees are subject to  adjustment as provided in Section 12 of
the Agreement.



Your signature below  acknowledges your understanding of the disclosures made on
this schedule.

/s/ Jerry Washburn                      President               13 Sept 02
--------------------------------------------------------------------------------
 Client Signature                        Title                    Date


*    As used in this document, and incorporated by reference into the Agreement,
     the term  "remuneration"  means remuneration as defined in the Basic Manual
     of the National  Council of Compensation  Insurance,  Inc., Rule as revised
     from time to time.

<PAGE>


                                                                      Schedule A
                                                                 Proposal #76460
                                                              GVHR SCHA 9/3/2002

OneSource Technologies, Inc. Colorado

This Schedule A is an integral  part of the Proposal  presented to you by Gevity
HR. It provides  general  descriptions  of the services that are included in the
Fees  quoted to you in our  Proposal.  Any items  listed  as  "Optional"  may be
ordered  by you for an  additional  charge.  However,  the  "Optional  Health  &
Insurance  Benefits" are only  available if you initially  selected  Benefits on
page 1 of Gevity HR's Professional Services Agreement ("PSA").

================================================================================
HR FULL SERVICE
================================================================================

Find the Right People
---------------------

o  Best practices online/phone access     o  New employee hire forms

o  Sample job descriptions                o  Upon Client Request

o  Job description builder                  o  Online candidate assessment tools

o  Compensation calculator                  o  Candidate drug screening

o  Interview guidelines                     o  Candidate background screenings -
                                               includes "Basic" package
o  Recruitment advertising development


Optional:

o  Recruitment advertising placement (price based on actual ad cost)

o  Higher-level  Candidate Background Screening packages (current prices range
   from $39 to $109 per package)


Develop & Manage
----------------

o  Best practices online/phone access     o  Employee orientation programs /
                                             online access

o  HRMS                                   o  E-Learning - 5 course package

o  Online employee skills assessments     o  HR video library

o  Performance builder


Optional:

o  Additional E-Learning courses (current prices range from $15 to $60 per
   course)


Retain Your Best
----------------

o  Best practices online/phone access     o  Sample flexible work arrangements

   o  HR needs assessment                 o  Employee Assistance Program

   o  Employee relations advice           o  Employee discounts

o  Sample retention programs              o  Reward and recognition program /
                                             online


Optional:

o  Health & Insurance Benefits (price based on client census data):
   o  Medical,  Dental,  & Vision  plans  (price  is  included  in  Health &
      Insurance Benefits cost)
   o  Life,  AD&D,  STD,  and LTD  insurance  (price is included in Health &
      Insurance Benefits cost)
o  Reward and recognition program fulf illment (price based on reward choices)
o  Retirement plans and 401(k) programs (price:  $500 set-up fee, plus $35 per
   participant admin fee, if less than 6 participants)

                                     1 of 2
<PAGE>

                                                                      Schedule A
                                                                 Proposal #76460
                                                              GVHR SCHA 9/3/2002

OneSource Technogies, Inc. Colorado


Manage the Paperwork
--------------------

o  Online sample HR forms                   o  Report payroll using Gevity HR
                                               Central

o  Online payroll, tax filing               o  Report payroll on Monday
   & administration

o  W-2 preparation                          o  Pay period is Bi-weekly -

o  Unemployment administration and
    claims processing                       o  Payroll is delivered on Sunday

o  COBRA, FMLA, and Section 125
   administration                           o  Payroll delivered by Fed Ex

o  Annual benefits enrollment               o  3 delivery sites

o  401(k) plan administration               o  Employees paid by Direct Deposit
                                               and Gevity HR

o  Workers Compensation claims
   administration  Check

o Certificates of insurance

o Loss history analysis


Optional:

o  Time &  attendance  systems  (current  systems  range  from $595 to several
   thousand dollars)


Protect Your Business
---------------------

o  Employee handbooks                        o  Workers compensation coverage

o  Sample HR policies and best practices
   I online                                  o  Serious accident investigations

o  Regulatory compliance                     o  Return to work assistance

o  HR consultations I phone access           o  Workplace safety evaluation and
                                                guidance

o  COBRA administration                      o  OSHA guidance

o  FMLA administration                       o  Safety bulletins

o  Fair Labor Standards Act guidance         o  Safety training video library

o  ADA consultations                         o  Drug-free workplace program

o  LEO consultations                         o  Re-employment toolkit

o  Employee progressive discipline
   process - phone access processing         o  Unemployment claims appeals

o  Employee termination guidelines -
   phone access

o  Employee exit interview guidelines and forms - online/ phone access


Optional:

o  Drug testing within  Drug--free  wor/cplace  program  (current prices range
   from $40 to $55 per test) - Client determines frequency




By signing below,  I acknowledge  that the final  approved  Proposal,  including
Schedule A, shall be incorporated into, and become part of, the PSA once the PSA
has been signed by you and Gevity HR.  Gevity HR will  provide you with  written
notice of any substantive  modification to the services that are included in our
Fees.

/s/ Jerry Washburn                      President               13 Sept 02
--------------------------------------------------------------------------------
 Client Signature                        Title                    Date

                                     2 of 2
<PAGE>

OneSource Technogies, Inc. Colorado

                                                                    Schedule 'B'
                                                                 Proposal #76460
                                                             SL SCHB900 9/3/2002

This  Schedule  'B' is  attached  to and is an  integral  part  of the  Proposal
presented to you by Gevity HR.

A.   TaxCaps
     -------

     Your Fees will  reflect tax caps  established  annually  under  federal and
     state laws for PICA, FUTA and SUTA.

     Social Security Tax (FICA):
     When an employee's  taxable  compensation  exceeds $84,900 (current cap for
     social  security tax),  your Fees will be reduced by an additional $620 per
     $100 for that employee.

     Federal Unemployment Tax (FUTA):
     When an employee's  taxable  compensation  exceeds $7,000  (current cap for
     federal  unemployment tax), your Fees will be reduced by $0.80 per $100 for
     that employee.

     State Unemployment Tax (SUTA):
     When an employee's  taxable  compensation  exceeds $7,000  (current cap for
     state  unemployment  tax),  your Fees will be reduced by $1.00 per $100 for
     that employee.

B.   Fees
     ----

     Fees to Start Your Account:
     Your  non-refundable  set-up fees in the total amount of $850 must be given
     to a Gevity HR  representative  at the time you deliver your signed copy of
     our  Services  Agreement.  Our  acceptance  of your  set up fees  does  not
     guarantee that you will become a client of Gevity HR. If Gevity HR declines
     to enter an Agreement with you, the set up fees will be refunded.

     401K and other Retirement Plans:
     If you adopt the Gevity HR 401K  Retirement  Plan,  you will pay a one-time
     set-up fee of $500. If you sponsor your own deferred-compensation  plan and
     sign our Agency  Agreement  appointing  Gevity HR as your agent to withhold
     employee  contributions  and make periodic payments to the administrator of
     your plan,  you will pay a  one-time  set-up fee of $500 for a 401K plan or
     $100 for any other type of qualified retirement plan.

C.   Other
     -----

     Payroll Reporting Method:

     In this  proposal you have  received a reduction in your Fees for using our
     online payroll application. Should you decide not to use our online payroll
     application your Fees will be adjusted accordingly.

     Local taxes:
     If any  state or local  taxing  authorities  impose  specific  taxes on the
     employer, those taxes will be added to your Fee.




Your signature below  acknowledges your understanding of the disclosures made on
this schedule.


/s/ Jerry Washburn                      President               13 Sept 02
--------------------------------------------------------------------------------
 Client Signature                        Title                    Date

*    As used in this document, and incorporated by reference into the Agreement,
     the term  "remuneration"  means remuneration as defined in the Basic Manual
     of the National Council of Compensation Insurance, Inc., Rule 5, as revised
     from time to time.

<PAGE>

                      OneSource Technologies, Inc. Ilinois

                         Proposal Presented by Brad Webb

                              on September 3, 2002

Using the data which you  provided,  we have been able to establish  our Fee(s).
The Fee(s) ("Fees") are applicable to all  remuneration* of Co-Employees  during
the term of any written agreement ("Agreement") between you and Gevity HR.

     The Quoted Fees are Based on the Following Information:


--------------------------------------------------------------------------------
Number of Employees: 1       Payroll Amount: $2,308     Payroll Cycle: Bi-Weekly
--------------------------------------------------------------------------------

                              Workers'           Fee                   Fee
Employees Job Description     Compensation       Per $100 of           After
                              Classification     Gross Remuneration    Cutoffs
================================================================================
Clerical office employees     8810               $ 13.756              $ 9.856


The Fees cover our services for RCA,  Federal and Colorado  unemployment  taxes,
workers'  compensation  coverage  expenses,   our  administrative  fee  and,  if
applicable, any additional services specified on Schedule 'A', attached. Certain
components of your Fees are detailed on Schedule 'B', attached.

Gevity HR has established a client enrollment  process that will take up to five
days after all forms are accurately completed.  (Please carefully review the New
Client  Timeline.) We cannot pay your  employees for any hours worked until such
time.  PLEASE DO NOT CANCEL any insurance  policies  covering health or workers'
compensation  or any payroll  processing  services until after you receive final
acceptance,  in writing,  from Gevity HR. This Proposal  supercedes  any earlier
proposals.  It is valid for 45 days from the above  date and is  subject  to our
entering  into an Agreement  signed by you and Gevity HR. We will be  requesting
information that is necessary to review and qualify your company as a new client
of Gevity HR.  Submitting this  information in no way obligates you or Gevity HR
to enter into an Agreement.  Either party reserves the right to discontinue this
review process at any time.

If and when an Agreement  becomes  effective,  this Proposal becomes an integral
part  thereof.  The Fees are subject to  adjustment as provided in Section 12 of
the Agreement.



Your signature below  acknowledges your understanding of the disclosures made on
this schedule.

/s/ Jerry Washburn                      President               13 Sept 02
--------------------------------------------------------------------------------
 Client Signature                        Title                    Date


*    As used in this document, and incorporated by reference into the Agreement,
     the term  "remuneration"  means remuneration as defined in the Basic Manual
     of the National  Council of Compensation  Insurance,  Inc., Rule as revised
     from time to time.

<PAGE>


                                                                      Schedule A
                                                                 Proposal #76462
                                                              GVHR SCHA 9/3/2002

OneSource Technologies, Inc. Ilinios

This Schedule A is an integral  part of the Proposal  presented to you by Gevity
HR. It provides  general  descriptions  of the services that are included in the
Fees  quoted to you in our  Proposal.  Any items  listed  as  "Optional"  may be
ordered  by you for an  additional  charge.  However,  the  "Optional  Health  &
Insurance  Benefits" are only  available if you initially  selected  Benefits on
page 1 of Gevity HR's Professional Services Agreement ("PSA").

================================================================================
HR FULL SERVICE
================================================================================

Find the Right People
---------------------

o  Best practices online/phone access     o  New employee hire forms

o  Sample job descriptions                o  Upon Client Request

o  Job description builder                  o  Online candidate assessment tools

o  Compensation calculator                  o  Candidate drug screening

o  Interview guidelines                     o  Candidate background screenings -
                                               includes "Basic" package
o  Recruitment advertising development


Optional:

o  Recruitment advertising placement (price based on actual ad cost)

o  Higher-level  Candidate Background Screening packages (current prices range
   from $39 to $109 per package)


Develop & Manage
----------------

o  Best practices online/phone access     o  Employee orientation programs /
                                             online access

o  HRMS                                   o  E-Learning - 5 course package

o  Online employee skills assessments     o  HR video library

o  Performance builder


Optional:

o  Additional E-Learning courses (current prices range from $15 to $60 per
   course)


Retain Your Best
----------------

o  Best practices online/phone access     o  Sample flexible work arrangements

   o  HR needs assessment                 o  Employee Assistance Program

   o  Employee relations advice           o  Employee discounts

o  Sample retention programs              o  Reward and recognition program /
                                             online


Optional:

o  Health & Insurance Benefits (price based on client census data):
   o  Medical,  Dental,  & Vision  plans  (price  is  included  in  Health &
      Insurance Benefits cost)
   o  Life,  AD&D,  STD,  and LTD  insurance  (price is included in Health &
      Insurance Benefits cost)
o  Reward and recognition program fulf illment (price based on reward choices)
o  Retirement plans and 401(k) programs (price:  $500 set-up fee, plus $35 per
   participant admin fee, if less than 6 participants)

                                     1 of 2
<PAGE>

                                                                      Schedule A
                                                                 Proposal #76462
                                                              GVHR SCHA 9/3/2002

OneSource Technogies, Inc. Ilinios


Manage the Paperwork
--------------------

o  Online sample HR forms                   o  Report payroll using Gevity HR
                                               Central

o  Online payroll, tax filing               o  Report payroll on Monday
   & administration

o  W-2 preparation                          o  Pay period is Bi-weekly -

o  Unemployment administration and
    claims processing                       o  Payroll is delivered on Sunday

o  COBRA, FMLA, and Section 125
   administration                           o  Payroll delivered by Fed Ex

o  Annual benefits enrollment               o  3 delivery sites

o  401(k) plan administration               o  Employees paid by Direct Deposit
                                               and Gevity HR

o  Workers Compensation claims
   administration  Check

o Certificates of insurance

o Loss history analysis


Optional:

o  Time &  attendance  systems  (current  systems  range  from $595 to several
   thousand dollars)


Protect Your Business
---------------------

o  Employee handbooks                        o  Workers compensation coverage

o  Sample HR policies and best practices
   I online                                  o  Serious accident investigations

o  Regulatory compliance                     o  Return to work assistance

o  HR consultations I phone access           o  Workplace safety evaluation and
                                                guidance

o  COBRA administration                      o  OSHA guidance

o  FMLA administration                       o  Safety bulletins

o  Fair Labor Standards Act guidance         o  Safety training video library

o  ADA consultations                         o  Drug-free workplace program

o  LEO consultations                         o  Re-employment toolkit

o  Employee progressive discipline
   process - phone access processing         o  Unemployment claims appeals

o  Employee termination guidelines -
   phone access

o  Employee exit interview guidelines and forms - online/ phone access


Optional:

o  Drug testing within  Drug--free  wor/cplace  program  (current prices range
   from $40 to $55 per test) - Client determines frequency




By signing below,  I acknowledge  that the final  approved  Proposal,  including
Schedule A, shall be incorporated into, and become part of, the PSA once the PSA
has been signed by you and Gevity HR.  Gevity HR will  provide you with  written
notice of any substantive  modification to the services that are included in our
Fees.

/s/ Jerry Washburn                      President               13 Sept 02
--------------------------------------------------------------------------------
 Client Signature                        Title                    Date

                                     2 of 2
<PAGE>

OneSource Technogies, Inc. Ilinios

                                                                    Schedule 'B'
                                                                 Proposal #76462
                                                             SL SCHB900 9/3/2002

This  Schedule  'B' is  attached  to and is an  integral  part  of the  Proposal
presented to you by Gevity HR.

A.   TaxCaps
     -------

     Your Fees will  reflect tax caps  established  annually  under  federal and
     state laws for PICA, FUTA and SUTA.

     Social Security Tax (FICA):
     When an employee's  taxable  compensation  exceeds $84,900 (current cap for
     social  security tax),  your Fees will be reduced by an additional $620 per
     $100 for that employee.

     Federal Unemployment Tax (FUTA):
     When an employee's  taxable  compensation  exceeds $7,000  (current cap for
     federal  unemployment tax), your Fees will be reduced by $0.80 per $100 for
     that employee.

     State Unemployment Tax (SUTA):
     When an employee's  taxable  compensation  exceeds $7,000  (current cap for
     state  unemployment  tax),  your Fees will be reduced by $1.00 per $100 for
     that employee.

B.   Fees
     ----

     Fees to Start Your Account:
     Your  non-refundable  set-up fees in the total amount of $850 must be given
     to a Gevity HR  representative  at the time you deliver your signed copy of
     our  Services  Agreement.  Our  acceptance  of your  set up fees  does  not
     guarantee that you will become a client of Gevity HR. If Gevity HR declines
     to enter an Agreement with you, the set up fees will be refunded.

     401K and other Retirement Plans:
     If you adopt the Gevity HR 401K  Retirement  Plan,  you will pay a one-time
     set-up fee of $500. If you sponsor your own deferred-compensation  plan and
     sign our Agency  Agreement  appointing  Gevity HR as your agent to withhold
     employee  contributions  and make periodic payments to the administrator of
     your plan,  you will pay a  one-time  set-up fee of $500 for a 401K plan or
     $100 for any other type of qualified retirement plan.

C.   Other
     -----

     Payroll Reporting Method:

     In this  proposal you have  received a reduction in your Fees for using our
     online payroll application. Should you decide not to use our online payroll
     application your Fees will be adjusted accordingly.

     Local taxes:
     If any  state or local  taxing  authorities  impose  specific  taxes on the
     employer, those taxes will be added to your Fee.




Your signature below  acknowledges your understanding of the disclosures made on
this schedule.


/s/ Thomas E. Glasgow                    CEO
--------------------------------------------------------------------------------
 Client Signature                        Title                    Date

*    As used in this document, and incorporated by reference into the Agreement,
     the term  "remuneration"  means remuneration as defined in the Basic Manual
     of the National Council of Compensation Insurance, Inc., Rule 5, as revised
     from time to time.

<PAGE>


                       OneSource Technologies, Inc Nevada

                        Proposal Presented by Brad Webb

                              on September 3, 2002

Using the data which you  provided,  we have been able to establish  our Fee(s).
The Fee(s) ("Fees") are applicable to all  remunerationt of Co-Employees  during
the tenn of any written agreement ("Agreement") between you and (levity HR.

The Quoted Fees are Based on the Following Information:

--------------------------------------------------------------------------------
Number of Employees: 1       Payroll Amount: $1,289     Payroll Cycle: Bi-Weekly
--------------------------------------------------------------------------------

                              Workers'           Fee                   Fee
Employees Job Description     Compensation       Per $100 of           After
                              Classification     Gross Remuneration    Cutoffs
================================================================================
Office machine or             5191               $ 16.908              $ 13.008
app install

The Fees cover our services for RCA,  Federal and Colorado  unemployment  taxes,
workers'  compensation  coverage  expenses,   our  administrative  fee  and,  if
applicable, any additional services specified on Schedule 'A', attached. Certain
components of your Fees are detailed on Schedule 'B', attached.

Gevity HR has established a client enrollment  process that will take up to five
days after all forms are accurately completed.  (Please carefully review the New
Client  Timeline.) We cannot pay your  employees for any hours worked until such
time.  PLEASE DO NOT CANCEL any insurance  policies  covering health or workers'
compensation  or any payroll  processing  services until after you receive final
acceptance,  in writing,  from Gevity HR. This Proposal  supercedes  any earlier
proposals.  It is valid for 45 days from the above  date and is  subject  to our
entering  into an Agreement  signed by you and Gevity HR. We will be  requesting
information that is necessary to review and qualify your company as a new client
of Gevity HR.  Submitting this  information in no way obligates you or Gevity HR
to enter into an Agreement.  Either party reserves the right to discontinue this
review process at any time.

If and when an Agreement  becomes  effective,  this Proposal becomes an integral
part  thereof.  The Fees are subject to  adjustment as provided in Section 12 of
the Agreement.



Your signature below  acknowledges your understanding of the disclosures made on
this schedule.

/s/ Jerry Washburn                      President               13 Sept 02
--------------------------------------------------------------------------------
 Client Signature                        Title                    Date


*    As used in this document, and incorporated by reference into the Agreement,
     the term  "remuneration"  means remuneration as defined in the Basic Manual
     of the National  Council of Compensation  Insurance,  Inc., Rule as revised
     from time to time.

<PAGE>


                                                                      Schedule A
                                                                 Proposal #76512
                                                              GVHR SCHA 9/3/2002

OneSource Technologies, Inc. Nevada

This Schedule A is an integral  part of the Proposal  presented to you by Gevity
HR. It provides  general  descriptions  of the services that are included in the
Fees  quoted to you in our  Proposal.  Any items  listed  as  "Optional"  may be
ordered  by you for an  additional  charge.  However,  the  "Optional  Health  &
Insurance  Benefits" are only  available if you initially  selected  Benefits on
page 1 of Gevity HR's Professional Services Agreement ("PSA").

================================================================================
HR FULL SERVICE
================================================================================

Find the Right People
---------------------

o  Best practices online/phone access     o  New employee hire forms

o  Sample job descriptions                o  Upon Client Request

o  Job description builder                  o  Online candidate assessment tools

o  Compensation calculator                  o  Candidate drug screening

o  Interview guidelines                     o  Candidate background screenings -
                                               includes "Basic" package
o  Recruitment advertising development


Optional:

o  Recruitment advertising placement (price based on actual ad cost)

o  Higher-level  Candidate Background Screening packages (current prices range
   from $39 to $109 per package)


Develop & Manage
----------------

o  Best practices online/phone access     o  Employee orientation programs /
                                             online access

o  HRMS                                   o  E-Learning - 5 course package

o  Online employee skills assessments     o  HR video library

o  Performance builder


Optional:

o  Additional E-Learning courses (current prices range from $15 to $60 per
   course)


Retain Your Best
----------------

o  Best practices online/phone access     o  Sample flexible work arrangements

   o  HR needs assessment                 o  Employee Assistance Program

   o  Employee relations advice           o  Employee discounts

o  Sample retention programs              o  Reward and recognition program /
                                             online


Optional:

o  Health & Insurance Benefits (price based on client census data):
   o  Medical,  Dental,  & Vision  plans  (price  is  included  in  Health &
      Insurance Benefits cost)
   o  Life,  AD&D,  STD,  and LTD  insurance  (price is included in Health &
      Insurance Benefits cost)
o  Reward and recognition program fulf illment (price based on reward choices)
o  Retirement plans and 401(k) programs (price:  $500 set-up fee, plus $35 per
   participant admin fee, if less than 6 participants)

                                     1 of 2
<PAGE>

                                                                      Schedule A
                                                                 Proposal #76512
                                                              GVHR SCHA 9/3/2002

OneSource Technogies, Inc. Nevada


Manage the Paperwork
--------------------

o  Online sample HR forms                   o  Report payroll using Gevity HR
                                               Central

o  Online payroll, tax filing               o  Report payroll on Monday
   & administration

o  W-2 preparation                          o  Pay period is Bi-weekly -

o  Unemployment administration and
    claims processing                       o  Payroll is delivered on Sunday

o  COBRA, FMLA, and Section 125
   administration                           o  Payroll delivered by Fed Ex

o  Annual benefits enrollment               o  3 delivery sites

o  401(k) plan administration               o  Employees paid by Direct Deposit
                                               and Gevity HR

o  Workers Compensation claims
   administration  Check

o Certificates of insurance

o Loss history analysis


Optional:

o  Time &  attendance  systems  (current  systems  range  from $595 to several
   thousand dollars)


Protect Your Business
---------------------

o  Employee handbooks                        o  Workers compensation coverage

o  Sample HR policies and best practices
   I online                                  o  Serious accident investigations

o  Regulatory compliance                     o  Return to work assistance

o  HR consultations I phone access           o  Workplace safety evaluation and
                                                guidance

o  COBRA administration                      o  OSHA guidance

o  FMLA administration                       o  Safety bulletins

o  Fair Labor Standards Act guidance         o  Safety training video library

o  ADA consultations                         o  Drug-free workplace program

o  LEO consultations                         o  Re-employment toolkit

o  Employee progressive discipline
   process - phone access processing         o  Unemployment claims appeals

o  Employee termination guidelines -
   phone access

o  Employee exit interview guidelines and forms - online/ phone access


Optional:

o  Drug testing within  Drug--free  wor/cplace  program  (current prices range
   from $40 to $55 per test) - Client determines frequency




By signing below,  I acknowledge  that the final  approved  Proposal,  including
Schedule A, shall be incorporated into, and become part of, the PSA once the PSA
has been signed by you and Gevity HR.  Gevity HR will  provide you with  written
notice of any substantive  modification to the services that are included in our
Fees.

/s/ Jerry Washburn                      President               13 Sept 02
--------------------------------------------------------------------------------
 Client Signature                        Title                    Date

                                     2 of 2
<PAGE>

OneSource Technogies, Inc. Nevada

                                                                    Schedule 'B'
                                                                 Proposal #76512
                                                             SL SCHB900 9/3/2002

This  Schedule  'B' is  attached  to and is an  integral  part  of the  Proposal
presented to you by Gevity HR.

A.   TaxCaps
     -------

     Your Fees will  reflect tax caps  established  annually  under  federal and
     state laws for PICA, FUTA and SUTA.

     Social Security Tax (FICA):
     When an employee's  taxable  compensation  exceeds $84,900 (current cap for
     social  security tax),  your Fees will be reduced by an additional $620 per
     $100 for that employee.

     Federal Unemployment Tax (FUTA):
     When an employee's  taxable  compensation  exceeds $7,000  (current cap for
     federal  unemployment tax), your Fees will be reduced by $0.80 per $100 for
     that employee.

     State Unemployment Tax (SUTA):
     When an employee's  taxable  compensation  exceeds $7,000  (current cap for
     state  unemployment  tax),  your Fees will be reduced by $1.00 per $100 for
     that employee.

B.   Fees
     ----

     Fees to Start Your Account:
     Your  non-refundable  set-up fees in the total amount of $850 must be given
     to a Gevity HR  representative  at the time you deliver your signed copy of
     our  Services  Agreement.  Our  acceptance  of your  set up fees  does  not
     guarantee that you will become a client of Gevity HR. If Gevity HR declines
     to enter an Agreement with you, the set up fees will be refunded.

     401K and other Retirement Plans:
     If you adopt the Gevity HR 401K  Retirement  Plan,  you will pay a one-time
     set-up fee of $500. If you sponsor your own deferred-compensation  plan and
     sign our Agency  Agreement  appointing  Gevity HR as your agent to withhold
     employee  contributions  and make periodic payments to the administrator of
     your plan,  you will pay a  one-time  set-up fee of $500 for a 401K plan or
     $100 for any other type of qualified retirement plan.

C.   Other
     -----

     Payroll Reporting Method:

     In this  proposal you have  received a reduction in your Fees for using our
     online payroll application. Should you decide not to use our online payroll
     application your Fees will be adjusted accordingly.

     Local taxes:
     If any  state or local  taxing  authorities  impose  specific  taxes on the
     employer, those taxes will be added to your Fee.




Your signature below  acknowledges your understanding of the disclosures made on
this schedule.


/s/ Jerry Washburn                      President               13 Sept 02
--------------------------------------------------------------------------------
 Client Signature                        Title                    Date

*    As used in this document, and incorporated by reference into the Agreement,
     the term  "remuneration"  means remuneration as defined in the Basic Manual
     of the National Council of Compensation Insurance, Inc., Rule 5, as revised
     from time to time.