AGREEMENT

     This  Agreement  (the  "Agreement")  is among  Marvin D.  Brody,  ("Brody),
Quentin P. Smith ("Smith") and Employee Solutions,  Inc., an Arizona corporation
(the "Company).

     For good and valuable  consideration,  the receipt and sufficiency of which
is  acknowledged,  the parties wish to provide for the matters set forth herein.
It is therefore agreed that:

1.   Brody irrevocably resigns as a Director of the Company,  effective November
     8, 1999 (the "Effective Date").

2.   On the Effective Date, Section 3 of the Memorandum of Understanding between
     the Company and Brody dated  effective  August 6, 1998 (the "MOU") shall be
     terminated.

3.   Within two business  days of the Effective  Date,  the Company shall make a
     lump-sum  payment to Brody in an amount equal to the sum of (a) all amounts
     earned by Brody under Section 3 of the MOU as of the Effective Date and not
     yet paid by ESI,  plus (b) all  amounts  that  would be  earned by Brody if
     Section 3 of the MOU were to remain in effect through July 2000.

4.   Brody agrees that, for a period of 15 years  following the Effective  Date,
     Brody  will not vote (or cause or permit to be voted)  any shares of Common
     Stock of ESI  beneficially  owned by Brody, and will not cause or encourage
     any other  person (as such term is  defined  under the  federal  securities
     laws) to vote (or cause or permit to be voted) any  shares of Common  Stock
     of ESI  beneficially  owned by any  other  person,  or  otherwise  take any
     action, directly or indirectly,  in favor or support of the election to the
     Company's  Board of  Directors of Brody or any  affiliate or associate  (as
     such terms are defined under federal securities laws) of Brody.

5.   Brody agrees,  for a period of 15 years  following the Effective Date, that
     (a) he will not seek to be nominated or accept a nomination  for a position
     on the Company's Board of Directors, and if so nominated will decline to be
     a  candidate  for  election;  and (b) he will not accept a position  on the
     Company's Board of Directors if elected,  and will immediately  resign from
     such position if elected.

6.   It is agreed that the provisions of Sections 1, 4 and 5 are reasonable, but
     it is  recognized  that  damages  in the event of the  breach of any of the
     provisions  will be difficult or impossible to ascertain;  and,  therefore,
     Brody agrees that,  in addition to and without  limiting any other right or
     remedy  which it may  have,  the  Company  shall  have the right to have an
     injunction against Brody, in the Company's discretion, issued by a court of
     competent jurisdiction enjoining any such breach.

7.   Effective as of the Effective Date, Brody hereby fully and forever releases
     and  discharges the Company and its parents,  affiliates and  subsidiaries,
     including all predecessors and successors,  assigns,  officers,  directors,
     trustees,  executives, agents and attorneys, past and present, from any and
     all claims,  demands, liens,  agreements,  contracts,  covenants,  actions,
     suits,  causes  of  action,  obligations,   controversies,   debts,  costs,
     expenses,  damages,  judgments, orders and liabilities, of whatever kind or
     nature, direct or indirect,  in law, equity or otherwise,  whether known or
     unknown,  based on any occurrence of circumstance prior to the date hereof.
     The  foregoing  release  does not extend to claims  solely to  enforce  the
     Company's obligations under this Agreement or the MOU.

8.   Effective as of the Effective  Date,  the Company  hereby fully and forever
     releases and discharges  the Brody and his agents and  attorneys,  past and
     present, from any and all claims,  demands, liens,  agreements,  contracts,
     covenants,  actions, suits, causes of action,  obligations,  controversies,
     debts, costs,  expenses,  damages,  judgments,  orders and liabilities,  of
     whatever kind or nature,  direct or indirect,  in law, equity or otherwise,
     whether known or unknown,  based on any occurrence of circumstance prior to
     the date hereof.  The foregoing release does not extend to claims solely to
     enforce Brody's obligations under this Agreement or the MOU.

9.   The parties  agree that Smith has a  substantial  interest in the  entering
     into and  enforcement of Sections 4, 5 and 6 of this Agreement by virtue of
     his position as a substantial shareholder of the Company.

10.  This  Agreement  shall be governed in all respects by the laws of the State
     of Arizona,  and exclusive  venue for any  controversy or claim arising out
     of, or relating to, this  Agreement,  or its breach,  shall lie in Phoenix,
     Maricopa County, Arizona.

11.  Each party shall be  responsible  for its own fees and expenses  (including
     legal fees) in connection  with this  Agreement.  This  Agreement  shall be
     binding upon the parties and their respective successors and assigns.

12.  This  Agreement,  together with the MOU and the  Indemnification  Agreement
     between  the  Company  and  Brody  dated  November  21,  1996  (the  "Other
     Agreements")  constitutes  the  final  written  expression  of  all  of the
     agreements  between  the  Brody  and the  Company,  and is a  complete  and
     exclusive  statement of those terms. It supersedes all  understandings  and
     negotiations  concerning the matters  specified herein (including all prior
     written  agreements and  arrangements,  if any),  except as provided in the
     Other Agreements. Any representations,  promises,  warranties or statements
     made by Brody or the Company  that differ in any way from the terms of this
     Agreement  or the Other  Agreements  shall be given no force or effect.  No
     addition to or  modification  of any provision of this  Agreement  shall be
     binding  upon any party  unless  made in writing  and signed by all parties
     hereto.

13.  This Agreement shall be effective when signed by all of the parties hereto.

EMPLOYEE SOLUTIONS, INC., an Arizona corporation


By: /s/ Quentin P. Smith
    --------------------
    Quentin P. Smith, Jr.
    President and CEO


    /s/ Marvin D. Brody
    --------------------
    Marvin D. Brody


----------------------------
Quentin P. Smith, Jr.