EMPLOYEE SOLUTIONS, INC.
                             1995 STOCK OPTION PLAN,
                                   AS AMENDED


1.       Purpose

         The  purposes  of the 1995  Stock  Option  Plan  ("Plan")  of  Employee
Solutions,  Inc.,  an Arizona  corporation,  are to attract  and retain the best
available employees and directors of Employee  Solutions,  Inc. or any parent or
subsidiary  or  affiliate  of  Employee  Solutions,  Inc.  which  now  exists or
hereafter  is  organized  or acquired by or acquires  Employee  Solutions,  Inc.
(collectively  or individually as the context requires the "Company") as well as
appropriate third parties who can provide valuable  services to the Company,  to
provide  additional  incentive to such persons and to promote the success of the
business of the  Company.  This Plan is intended to comply with Rule 16b-3 under
Section 16 of the  Securities  Exchange Act of 1934, as amended or any successor
rule  ("Rule  16b-3"),  and  the  Plan  shall  be  construed,   interpreted  and
administered to comply with Rule 16b-3.

2.       Definitions

         (a) "Affiliate"  means any corporation,  partnership,  joint venture or
other  entity,  domestic or foreign,  in which the Company,  either  directly or
through another affiliate or affiliates, has a 50% or more ownership interest.

         (b)  "Affiliated  Group" means the group  consisting of the Company and
any entity that is an "affiliate," a "parent" or a "subsidiary" of the Company.

         (c) "Board" means the Board of Directors of the Company.

         (d) "Committee" means the Compensation or Stock Option Committee of the
Board (as designated by the Board), if such a committee has been appointed.

         (e) "Code" means the United  States  Internal  Revenue Code of 1986, as
amended.

         (f)  "Incentive  Stock  Options"  means options  intended to qualify as
incentive  stock  options  under  Section  422 of  the  Code,  or any  successor
provision.

         (g) "ISO  Group"  means the group  consisting  of the  Company  and any
corporation that is a "parent" or a "subsidiary" of the Company.

         (h)  "Nonemployee  Director" shall have the meaning assigned in Section
4(a)(ii) hereof.
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         (i) "Nonqualified Stock Options" means options that are not intended to
qualify for favorable income tax treatment under Sections 421 through 424 of the
Code.

         (j)  "Parent"  means a  corporation  that is a "parent"  of the Company
within the meaning of Code Section 424(e).

         (k) "Section  16" means  Section 16 of the  Securities  Exchange Act of
1934, as amended.

         (l)  "Subsidiary"  means a corporation  that is a  "subsidiary"  of the
Company within the meaning of Code Section 424(f).

3.       Incentive and Nonqualified Stock Options

         Two  types  of  options  (referred  to  herein  as  "options,"  without
distinction  between  such two types) may be granted  under the Plan:  Incentive
Stock Options and Nonqualified Stock Options.

4.       Eligibility and Administration

         (a) Eligibility. The following individuals shall be eligible to receive
grants pursuant to the Plan as follows:

                  (i) Any employee  (including any officer or director who is an
employee)  of the Company or any ISO Group  member  shall be eligible to receive
either Incentive Stock Options or Nonqualified  Stock Options under the Plan. An
employee may receive more than one option under the Plan.

                  (ii) Any director who is not an employee of the Company or any
Affiliated Group member (a "Nonemployee  Director") shall be eligible to receive
only Nonqualified Stock Options in the manner provided in paragraph 12 hereof.

                  (iii) Any other  individual whose  participation  the Board or
the  Committee  determines  is in the best  interests  of the  Company  shall be
eligible to receive Nonqualified Stock Options.

         (b)  Administration.  The Plan may be administered by the Board or by a
Committee  appointed by the Board which is  constituted so to permit the Plan to
comply under Rule 16b-3.  The Company  shall  indemnify  and hold  harmless each
director and Committee member for any action or determination made in good faith
with respect to the Plan or any option.  Determinations  by the Committee or the
Board shall be final and conclusive upon all parties.
<PAGE>
5.       Shares Subject to Options

         The stock available for grant of options under the Plan shall be shares
of the Company's  authorized but unissued or reacquired voting common stock. The
aggregate  number of shares  that may be issued  pursuant to exercise of options
granted  under the Plan shall be 3,370,000  shares.  If any  outstanding  option
grant  under the Plan for any  reason  expires or is  terminated,  the shares of
common  stock  allocable  to the  unexercised  portion of the option grant shall
again be available  for options under the Plan as if no options had been granted
with respect to such shares.

6.       Terms and Condition of Options

         Option  grants under the Plan shall be evidenced by  agreements in such
form and containing such provisions as are consistent with the Plan as the Board
or the Committee  shall from time to time approve.  Each agreement shall specify
whether  the  option(s)   granted   thereby  are  Incentive   Stock  Options  or
Nonqualified  Stock Options.  Such  agreements may incorporate all or any of the
terms hereof by reference  and shall comply with and be subject to the following
terms and conditions:

         (a) Shares  Granted.  Each option  grant  agreement  shall  specify the
number of Incentive  Stock  Options  and/or  Nonqualified  Stock  Options  being
granted;  one  option  shall be  deemed  granted  for each  share of  stock.  In
addition,  each option grant agreement shall specify the  exercisability  and/or
vesting schedule of such options, if any.

         (b) Purchase  Price.  The purchase  price for a share  subject to (i) a
Nonqualified  Stock  Option  may be any amount  determined  in good faith by the
Committee, and (ii) an Incentive Stock Option shall not be less than 100% of the
fair  market  value of the share on the date the  option is  granted,  provided,
however,  the option price of an  Incentive  Stock Option shall not be less than
110% of the fair market value of such share on the date the option is granted to
an  individual  then  owning  (after  the  application  of the  family and other
attribution rules of Section 424(d) or any successor rule of the Code) more than
10% of the total combined voting power of all classes of stock of the Company or
any ISO Group member.  For purposes of the Plan, "fair market value" at any date
shall be (i) the  reported  closing  price of such  stock on the New York  Stock
Exchange or other  established  stock exchange or Nasdaq National Market on such
date,  or if no sale of such stock  shall  have been made on that  date,  on the
preceding  date on which  there was such a sale,  (ii) if such stock is not then
listed on an exchange or the Nasdaq  National  Market,  the last trade price per
share for such stock in the  over-the-counter  market as quoted on Nasdaq or the
pink sheets or successor  publication of the National  Quotation  Bureau on such
date, or (iii) if such stock is not then listed or quoted as  referenced  above,
an amount determined in good faith by the Board or the Committee.

         (c)  Termination.  Unless  otherwise  provided  herein or in a specific
option grant agreement  which may provide for accelerated  vesting and/or longer
or shorter periods of  exercisability,  no option shall be exercisable after the
expiration of the earliest of
<PAGE>
                  (i) in the case of an Incentive Stock Option:

                           (1) 10 years from the date the option is granted,  or
                  five  years  from  the  date  the  option  is  granted  to  an
                  individual  owning  (after the  application  of the family and
                  other  attribution rules of Section 424(d) of the Code) at the
                  time  such  option  was  granted,  more  than 10% of the total
                  combined  voting  power of all classes of stock of the Company
                  or any ISO Group member,

                           (2) three months  after the date the optionee  ceases
                  to perform  services for the Company or any ISO Group  member,
                  if  such  cessation  is  for  any  reason  other  than  death,
                  disability (within the meaning of Code Section  22(e)(3)),  or
                  cause,

                           (3) one year  after the date the  optionee  ceases to
                  perform  services for the Company or any ISO Group member,  if
                  such cessation is by reason of death or disability (within the
                  meaning of Code Section 22(e)(3)), or

                           (4) the date the optionee ceases to perform  services
                  for the Company or any ISO Group member,  if such cessation is
                  for cause,  as determined by the Board or the Committee in its
                  sole discretion;

                  (ii) in the case of a Nonqualified Stock Option;

                           (1) 10 years from the date the option is granted,

                           (2) two years after the date the  optionee  ceases to
                  perform  services  for the  Company  or any  Affiliated  Group
                  member,  if such cessation is for any reason other than death,
                  permanent disability, retirement or cause,

                           (3) three years after the date the optionee ceases to
                  perform  services  for the  Company  or any  Affiliated  Group
                  member,  if such  cessation  is by reason of death,  permanent
                  disability or retirement, or

                           (4) the date the optionee ceases to perform  services
                  for  the  Company  or any  Affiliated  Group  member,  if such
                  cessation  is for  cause,  as  determined  by the Board or the
                  Committee in its sole discretion;

provided,  that, unless otherwise provided in a specific option grant agreement,
an option shall only be exercisable  for the periods above following the date an
optionee ceases to perform  services to the extent the option was exercisable on
the date of such cessation.

         (d)  Method of  Payment.  The  purchase  price for any share  purchased
pursuant to the  exercise of an option  granted  under the Plan shall be paid in
full upon exercise of the option by any of the following  methods,  (i) by cash,
(ii) by check, or (iii) to the extent permitted under
<PAGE>
the particular grant  agreement,  by transferring to the Company shares of stock
of the  Company at their fair  market  value as of the date of  exercise  of the
option as  determined  in  accordance  with  paragraph  6(b),  provided that the
optionee held the shares of stock for at least six months.  Notwithstanding  the
foregoing,  the  Company  may arrange for or  cooperate  in  permitting  broker-
assisted cashless exercise procedures. The Company may also extend and maintain,
or arrange  for the  extension  and  maintenance  of,  credit to an  optionee to
finance the optionee's  purchase of shares  pursuant to the exercise of options,
on such  terms as may be  approved  by the Board or the  Committee,  subject  to
applicable  regulations  of the Federal  Reserve Board and any other  applicable
laws or regulations in effect at the time such credit is extended.

         (e) Exercise.  Except for options which have been transferred  pursuant
to  paragraph  6(f),  no option shall be  exercisable  during the lifetime of an
optionee by any person  other than the  optionee,  his or her  guardian or legal
representative.  The Board or the Committee shall have the power to set the time
or times within which each option shall be  exercisable  and to  accelerate  the
time or times of exercise;  provided,  however,  except as provided in paragraph
12, no options  may be  exercised  prior to the later of the  expiration  of six
months from the date of grant thereof or shareholder approval,  unless otherwise
provided by the Board or Committee. To the extent that an optionee has the right
to exercise  one or more  options and  purchase  shares  pursuant  thereto,  the
option(s)  may be exercised  from time to time by written  notice to the Company
stating the number of shares being  purchased and accompanied by payment in full
of the purchase price for such shares. Any certificate for shares of outstanding
stock used to pay the purchase  price shall be accompanied by a stock power duly
endorsed in blank by the registered owner of the certificate (with the signature
thereon guaranteed). If the certificate tendered by the optionee in such payment
covers more shares than are required for such  payment,  the  certificate  shall
also be accompanied by instructions from the optionee to the Company's  transfer
agent  with  respect to the  disposition  of the  balance of the shares  covered
thereby.

         (f) Nontransferability.  No option shall be transferable by an optionee
otherwise  than by will or the laws of descent and  distribution,  provided that
the Committee in its discretion may grant options that are transferable, without
payment of  consideration,  to  immediate  family  members of the optionee or to
trusts or  partnerships  for such family  members;  the Committee may also amend
outstanding options to provide for such transferability.

         (g) ISO $100,000 Limit. If required by applicable tax rules regarding a
particular grant, to the extent that the aggregate fair market value (determined
as of the date an Incentive  Stock Option is granted) of the shares with respect
to which an Incentive  Stock Option grant under this Plan (when  aggregated,  if
appropriate,  with shares  subject to other  Incentive  Stock Option grants made
before said grant under this Plan or another plan  maintained  by the Company or
any ISO Group member) is  exercisable  for the first time by an optionee  during
any calendar year exceeds  $100,000 (or such other limit as is prescribed by the
Code),  such  option  grant  shall be treated as a grant of  Nonqualified  Stock
Options pursuant to Code Section 422(d).

         (h)  Investment  Representation.  Unless the shares of stock covered by
the Plan  have been  registered  with the  Securities  and  Exchange  Commission
pursuant to Section 5 of the
<PAGE>
Securities  Act of 1933, as amended,  each optionee by accepting an option grant
represents and agrees, for himself or herself and his or her transferees by will
or the laws of descent and distribution, that all shares of stock purchased upon
the  exercise of the option grant will be acquired  for  investment  and not for
resale or  distribution.  Upon such exercise of any portion of any option grant,
the person  entitled  to  exercise  the same shall upon  request of the  Company
furnish  evidence  satisfactory  to the Company  (including a written and signed
representation)  to the effect  that the shares of stock are being  acquired  in
good faith for investment and not for resale or distribution.  Furthermore,  the
Company may if it deems appropriate affix a legend to certificates  representing
shares of stock  purchased upon exercise of options  indicating that such shares
have not been registered with the Securities and Exchange  Commission and may so
notify its transfer agent.

         (i) Rights of  Optionee.  An optionee or  transferee  holding an option
grant shall have no rights as a  shareholder  of the Company with respect to any
shares  covered by any option  grant  until the date one or more of the  options
granted  thereunder have been properly exercised and the purchase price for such
shares  has  been  paid in full.  No  adjustment  shall  be made  for  dividends
(ordinary or  extraordinary,  whether  cash,  securities  or other  property) or
distributions  or other  rights for which the  record  date is prior to the date
such share  certificate  is issued,  except as provided for in  paragraph  6(k).
Nothing in the Plan or in any  option  grant  agreement  shall  confer  upon any
optionee  any right to  continue  performing  services  for the  Company  or any
Affiliated  Group member,  or interfere in any way with any right of the Company
or any Affiliated Group member to terminate the optionee's services at any time.

         (j)  Fractional  Shares.  The  Company  shall not be  required to issue
fractional  shares upon the exercise of an option.  The value of any  fractional
share  subject to an option  grant shall be paid in cash in  connection  with an
exercise  that  results  in all full  shares  subject to the grant  having  been
exercised.

         (k)  Reorganizations,  Etc.  Subject  to  paragraph  9  hereof,  if the
outstanding shares of stock of the class then subject to this Plan are increased
or decreased, or are changed into or exchanged for a different number or kind of
shares or securities, as a result of one or more reorganizations,  stock splits,
reverse stock splits, stock dividends,  spin-offs, other distributions of assets
to shareholders, appropriate adjustments shall be made in the number and/or type
of shares or securities  for which options may  thereafter be granted under this
Plan and for which options then  outstanding  under this Plan may  thereafter be
exercised.  Any such  adjustments in  outstanding  options shall be made without
changing the aggregate exercise price applicable to the unexercised  portions of
such options.

         (l) Option Modification. Subject to the terms and conditions and within
the  limitations of the Plan,  the Board or the Committee may modify,  extend or
renew  outstanding  options  granted  under the Plan,  accept the  surrender  of
outstanding  options  (to the  extent  not  theretofore  exercised),  reduce the
exercise price of outstanding  options, or authorize the granting of new options
in   substitution   therefor   (to  the  extent  not   theretofore   exercised).
Notwithstanding the foregoing,  no modification of an option (either directly or
through modification of the Plan)
<PAGE>
shall,  without the consent of the  optionee,  alter or impair any rights of the
optionee under the option.

         (m) Grants to Foreign Optionees. The Board or the Committee in order to
fulfill the Plan  purposes and without  amending  the Plan may modify  grants to
participants who are foreign nationals or performing services for the Company or
an Affiliated Group member outside the United States to recognize differences in
local law, tax policy or custom.

         (n) Other  Terms.  Each option grant  agreement  may contain such other
terms,  provisions  and  conditions  not  inconsistent  with  the Plan as may be
determined  by  the  Board  or  the  Committee,   such  as  without   limitation
discretionary  performance  standards,  tax  withholding  provisions,  or  other
forfeiture provisions regarding competition and confidential information.

7.       Termination or Amendment of the Plan

         The Board may at any time terminate or amend the Plan;  provided,  that
shareholder  approval  shall be  obtained  of any action  for which  shareholder
approval  is  required  in order to comply  with Rule  16b-3,  the Code or other
applicable laws or regulatory requirements within such time periods prescribed.

8.       Shareholder Approval and Term of the Plan

         The Plan shall be effective  as of April 6, 1995,  the date as of which
it was adopted by the Board,  subject to ratification by the shareholders of the
Company within (each of) the time  period(s)  prescribed  under Rule 16b-3,  the
Code,  and any  other  applicable  laws or  regulatory  requirements,  and shall
continue  thereafter until terminated by the Board.  Unless sooner terminated by
the Board, in its sole discretion,  the Plan will expire on April 6, 2005 solely
with respect to the granting of  Incentive  Stock  Options or such later date as
may be permitted by the Code for Incentive Stock Options,  provided that options
outstanding  upon  termination  or expiration of the Plan shall remain in effect
until they have been exercised or have expired or been forfeited.

9.        Merger, Consolidation or Reorganization

         In the event of a merger,  consolidation or reorganization with another
corporation  in which the Company is not the surviving  corporation,  the Board,
the  Committee  (subject to the approval of the Board) or the board of directors
of any corporation  assuming the obligations of the Company hereunder shall take
action  regarding each  outstanding  and  unexercised  option pursuant to either
clause (a) or (b) below:

         (a) Appropriate provision may be made for the protection of such option
by the substitution on an equitable basis of appropriate shares of the surviving
corporation,  provided  that the excess of the  aggregate  fair market value (as
defined in  paragraph  6(b)) of the shares  subject to such  option  immediately
before such substitution over the exercise price thereof is not
<PAGE>
more than the  excess of the  aggregate  fair  market  value of the  substituted
shares  made  subject to option  immediately  after such  substitution  over the
exercise price thereof; or

         (b)  Appropriate  provision  may be made for the  cancellation  of such
option. In such event, the Company, or the corporation  assuming the obligations
of the Company hereunder,  shall pay the optionee an amount of cash (less normal
withholding  taxes)  equal to the excess of the highest  fair  market  value (as
defined  in  paragraph  6(b)) per share of the  Common  Stock  during the 60-day
period immediately  preceding the merger,  consolidation or reorganization  over
the option  exercise  price,  multiplied by the number of shares subject to such
options (whether or not then exercisable).

10.      Dissolution or Liquidation

         Anything  contained  herein  to the  contrary  notwithstanding,  on the
effective date of any  dissolution or liquidation of the Company,  the holder of
each then outstanding option (whether or not then exercisable) shall receive the
cash  amount  described  in  paragraph  9(b)  hereof  and such  option  shall be
cancelled.

11.      Withholding Taxes

         (a) General Rule.  Pursuant to applicable  federal and state laws,  the
Company is or may be required to collect  withholding taxes upon the exercise of
an option. The Company may require,  as a condition to the exercise of an option
or the issuance of a stock  certificate,  that the optionee  concurrently pay to
the Company (either in cash or, at the request of optionee but in the discretion
of the Board or the Committee and subject to such rules and  regulations  as the
Board or the Committee may adopt from time to time, in shares of Common Stock of
the  Company)  the entire  amount or a portion of any taxes which the Company is
required to withhold by reason of such exercise, in such amount as the Committee
or the Board in its discretion may determine.

         (b) Withholding from Shares to be Issued. In lieu of part or all of any
such payment,  the optionee may elect,  subject to such rules and regulations as
the Board or the  Committee  may adopt  from time to time,  or the  Company  may
require  that the Company  withhold  from the shares to be issued that number of
shares  having a fair market value (as defined in  paragraph  6(b)) equal to the
amount which the Company is required to withhold.

         (c) Special Rule for Insiders. Any such request or election (to satisfy
a withholding  obligation  using shares) by an individual  who is subject to the
provisions  of  Section  16  shall be made in  accordance  with  the  rules  and
regulations of the Securities and Exchange Commission promulgated thereunder.

12.      Automatic Grants to Certain Directors

         (a) Grant. Each person who is elected as a Nonemployee  Director at any
Annual
<PAGE>
Meeting of Shareholders automatically shall be granted, effective as of the date
of such Annual Meeting,  options to acquire 2,500 shares of the Company's Common
Stock for each year of the term to which such  Nonemployee  Director is elected.
Options  granted  pursuant to this paragraph 12 shall become  exercisable at the
rate of 2,500 shares of the Company's  Common Stock upon the date of each Annual
Meeting following the date of grant,  provided that the Nonemployee Director has
served as such throughout the preceding year. Notwithstanding anything herein to
the  contrary,  any person who is a  Nonemployee  Director  as of April 30, 1996
shall not be entitled to receive  any grant  under this  paragraph  12 until the
2000 Annual Meeting of Shareholders.

         (b) Certain Option Terms. Options granted pursuant to this paragraph 12
shall have a 10-year term from the date of grant,  provided that any option held
by a  Nonemployee  Director who is removed from the Board for cause shall expire
on the date of such removal.  The exercise price of all options granted pursuant
to this  paragraph  12 shall be the fair market  value of the  Company's  Common
Stock on the date of grant.

         c. Election to Board of Directors  between Annual Meetings.  Any person
who initially becomes a Nonemployee  Director at any time other than on the date
of an Annual Meeting of  Shareholders  shall  automatically  be granted  options
exercisable  for 2,500  shares of Common Stock for each full and partial year of
the term to which such Nonemployee Director is elected.  Vesting and other terms
of such options shall be as set forth elsewhere in this paragraph 12.

         d. Stock Splits.  Notwithstanding anything in the Plan to the contrary,
the number of options to be granted pursuant to paragraphs 12(a) and 12(c) shall
not be  adjusted  for  forward  stock  splits or similar  occurrences  which are
effected during the year ending December 31, 1996, provided that options granted
pursuant to paragraphs  12(a) or 12(c) prior to the  effective  date of any such
occurrence  shall be subject to  adjustment  in the same manner as other options
granted pursuant to the Plan.

         e. Limitation on Amendment. This paragraph 12 shall not be amended more
than once every six months other than to comport  with changes in the Code,  the
Employee Retirement Income Security Act, or the rules thereunder.