EMPLOYMENT AGREEMENT
                              --------------------


         This  Employment  Agreement (the  "Agreement") is made this 19th day of
March, 1997 by and between EMPLOYEE SOLUTIONS, INC., an Arizona corporation (the
"Company"), and PAUL M. GALES ("Employee").

                                    RECITALS
                                    --------

         A. The Company  wishes to employ  Employee,  and Employee  wishes to be
employed by the Company.

         B. The  parties  wish to set  forth in this  Agreement  the  terms  and
conditions of such employment.

         C. The  Compensation  Committee of the Company's Board of Directors has
considered  (and requested  certain  changes to previous  drafts of) the form of
this Agreement  prior to and at meetings held on February 18, 1997 and March 18,
1997,  and  has  unanimously  approved  this  form  of the  Agreement  following
completion of such review and revision process.

                                   AGREEMENTS
                                   ----------

         In  consideration of the mutual promises and covenants set forth herein
and for other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, the parties agree as follows:

                  1.  Employment.  Subject to the terms and  conditions  of this
Agreement,  the Company employs  Employee to serve in an executive  capacity and
Employee accepts such employment and agrees to dedicate all of his business time
and effort to Company business and perform such reasonable  responsibilities and
duties  as may be  assigned  to him  from  time to time by the  Company's  Chief
Executive Officer, President and/or Board of Directors (the "Board"). Employee's
title shall be Vice President and General Counsel,  with  responsibility for the
Company's   legal   affairs   and   related   functions   and   such   executive
responsibilities  as may be  assigned  from time to time by, and  subject to the
direction  of, the Board,  the Chief  Executive  Officer  and/or the  President.
Employee  shall  report  directly  to the Chief  Executive  Officer.  Subject to
Sections  7.f and 8, such title and  duties may be changed  from time to time by
the Board, so long as Employee is maintained in an executive capacity throughout
the term of his employment.

                  2. Term. The employment of Employee by the Company pursuant to
this Agreement  shall commence on the date hereof and continue until  terminated
as provided elsewhere herein.
<PAGE>
                  3. Compensation.

                           a. Salary.  The initial annual base salary payable to
Employee shall be $175,000.  The base salary shall be reviewed at least annually
and may be increased from time to time in accordance with the Company's policies
and   practices   regarding   periodic   review  and   adjustment  of  executive
compensation.

                           b.  Incentive  Plan.  The Company may  establish  and
implement  an  incentive  compensation  system  which  will  provide  additional
incentive payments to Employee based upon his performance and the performance of
the Company.

                  4. Fringe  Benefits.  In addition to the options for shares of
the Company's  Common Stock  available to Employee under the same terms as those
available to Company  employees,  and any other employee benefit plans generally
available  to  Company  employees,  the  Company  shall  include  Employee  (and
Employee's  dependents) in any group medical  insurance plan  maintained for the
employees of the Company at the Company's expense.  The manner of implementation
of such  benefits  with  respect  to such  items as  procedures  and  amounts is
discretionary  with the  Company  but  shall  be  commensurate  with  Employee's
executive  status and shall include  medical,  dental and hospital  coverage for
Employee and Employee's  dependents who are eligible under the applicable plans.
The Company shall also pay Employee $5,000 per year (payable at the beginning of
each year of  employment)  for individual  purchase by Employee of  supplemental
insurance products or for use in such other manner as Employee sees fit.

                  5.  Vacation.  Employee shall be entitled to vacation with pay
in keeping with Employee's established vacation practices,  but in no event less
than four weeks per calendar  year. In addition,  Employee  shall be entitled to
such holidays as the Company may approve for its executive personnel.

                  6. Expense Reimbursement.  In addition to the compensation and
benefits  provided  above,  the  Company  shall pay all  reasonable  expenses of
Employee  incurred in connection with the  performance of Employee's  duties and
responsibilities  to the Company pursuant to this Agreement,  upon submission of
appropriate  vouchers  and  supporting  documentation  in  accordance  with  the
Company's  usual  and  ordinary  practices,  provided  that  such  expenses  are
reasonable and necessary business expenses of the Company. The Company shall pay
Employee's  reasonable  cellular  telephone expenses that are related to Company
business.  The Company further shall pay Employee a $500 per month allowance for
automobile  expense  (provided  that such amount may be used by Employee in such
manner as Employee sees fit).

                  7. Termination. This Agreement may be terminated in the manner
provided below:

                           a. For Cause.  The Company may  terminate  Employee's
employment  by the  Company,  for cause,  upon  written  notice to the  Employee
stating the facts constituting such cause,  provided that Employee shall have 20
days following such notice to cure any conduct or
<PAGE>
act, if curable, alleged to provide grounds for termination for cause hereunder.
In the event of termination for cause, the Company shall be obligated to pay the
Employee  only the base salary due him through  the date of  termination.  Cause
shall  include  willful  and  persistent  failure  to abide by  instructions  or
policies from or set by the Board of Directors, wilful and persistent failure to
attend to  material  duties or  obligations  imposed  under this  Agreement,  or
commission of a felony or serious misdemeanor offense or pleading guilty or nolo
contendere to same.

                           b.  Without  Cause.  The  Chairman or the Company may
terminate  Employee's  employment by the Company at any time,  without cause, by
giving 90 days written notice to the Employee.  If the Company  terminates under
this  Section  7.b, it shall pay to  Employee an amount  equal to 12 months base
salary,  payable  monthly,  less  applicable  withholdings;  and shall  continue
coverage of Employee and Employee's dependents under its medical plans and other
benefit  arrangements  for 12 months or until Employee  secures other employment
(unless continuation of coverage under such plans is unfeasible,  in which event
the Company  will  provide  substantially  similar  benefits).  The two 12-month
periods  mentioned  above  each  shall be  extended  to 24  months  in the event
termination  pursuant to this Section 7.b occurs within two years of the date of
this Agreement.

                           c.  Disability.  If Employee  experiences a permanent
disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986,
as  amended),  the  Company  shall have the right to  terminate  this  Agreement
without  further  obligation  hereunder  except for any bonus amount  payable in
accordance with the next sentence and any amounts payable pursuant to disability
plans generally applicable to executive employees.  Within 90 days after the end
of the fiscal year in which termination  pursuant to this Section 7.c occurs, so
long as Employee is in full compliance  with this  Agreement,  Employee shall be
entitled to receive an incentive compensation payment (calculated and payable in
the  manner  referred  to in Section  3.b),  if any,  based  upon the  Company's
financial  performance  for such  fiscal  year,  which  shall be prorated to the
extent  that  Employees  employment  during such fiscal year was for a period of
less than the full year.

                           d. Death.  If Employee  dies,  this  Agreement  shall
terminate immediately,  and Employee's legal representative shall be entitled to
receive the base  salary due to  Employee  through the 60th day from the date on
which his death  shall have  occurred  and any other  death  benefits  generally
applicable to executive employees. In addition,  Employee's legal representative
shall be  entitled  to  receive,  at the end of the  first  quarter  of the year
following the fiscal year in which such death shall have occurred,  an incentive
compensation  payment  (calculated  and  payable  in the manner  referred  to in
Section 3.b), if any, based upon the Company's  financial  performance  for such
fiscal year,  which shall be prorated to the extent that  Employee's  employment
during such fiscal year was for a period of less than the full year.

                           e.  Resignation  Without  Good  Reason.  Employee may
resign at any time by giving 90 days  written  notice to the  Company,  in which
event Employee shall be entitled to receive only the base salary due him through
the date of termination plus any other vested rights
<PAGE>
under  employee  stock options  (pursuant to the terms of such options) or other
employee benefit plans.

                           f.  Resignation for Good Reason.  Employee may resign
at any time for Good Reason (as defined in Section 8.c), in which event Employee
shall be entitled to payments and benefits to the same extent and payable in the
same manner as if Employee was terminated  without cause as described in Section
7.b above.

                  8. Change in Control.

                           a. Severance Benefits.  Notwithstanding  Section 7.b.
or 7.f above,  if Employee's  employment with the Company  terminates  within 12
months  after a Change in Control (as  defined in Section  8.b below),  Employee
shall be entitled to the severance  benefits provided in Section 8.e unless such
termination is in accordance  with Section 7.a, 7.c, 7.d or 7.e above,  in which
case such other section shall apply. Any amount paid pursuant to Section 8 shall
be in lieu of any payment otherwise due under Section 7.b or 7.f.

                           b.  "Change  in  Control"  shall  be  deemed  to have
occurred if (i) any "person" (as such term is used in Paragraphs 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended [the "Exchange Act"]),  other
than a trustee or other fiduciary  holding  securities under an employee benefit
plan of the  Company  or a  corporation  owned  directly  or  indirectly  by the
stockholders  of the  Company in  substantially  the same  proportions  as their
ownership  of stock of the  Company,  is or becomes the  "beneficial  owner" (as
defined in Rule 13d-3 under said Act), directly or indirectly,  of securities of
the Company  representing  20% or more of the total voting power  represented by
the Company's then outstanding Voting  Securities,  or (ii) during any period of
two  consecutive  years,  individuals  who  at  the  beginning  of  such  period
constitute  the Board of  Directors  of the Company and any new  director  whose
election by the Board of Directors or  nomination  for election by the Company's
stockholders  was  approved  by a  vote  of at  least  two-thirds  (2/3)  of the
directors then still in office who either were directors at the beginning of the
period or whose  election or nomination for election was previously so approved,
cease for any reason to constitute a majority thereof, or (iii) the stockholders
of the Company approve a merger or  consolidation  of the Company with any other
corporation,  other than a merger or  consolidation  which  would  result in the
Voting  Securities  of  the  Company   outstanding   immediately  prior  thereto
continuing to represent  (either by remaining  outstanding or by being converted
into Voting  Securities of the  surviving  entity) at least 80% the total voting
power  represented  by the Voting  Securities  of the Company or such  surviving
entity  outstanding  immediately  after  such  merger or  consolidation,  or the
stockholders  of the  Company  approve  a plan of  complete  liquidation  of the
Company or an agreement  for the sale or  disposition  by the Company of (in one
transaction or a series of transactions)  all or substantially all the Company's
assets.

                           c. "Good  Reason"  shall mean,  for  purposes of this
Agreement,  (i) without  Employee's  express  written  consent,  a reduction  of
Employee's  compensation  or the  assignment to Employee of duties  inconsistent
with Employee's positions, duties, responsibilities and status
<PAGE>
with the Company  immediately prior to the Change in Control, or a demotion or a
change in  titles  or  offices  as in  effect  immediately  prior to a Change in
Control  (except in connection  with  termination  of  Employee's  employment in
compliance  with Section 7.a, 7.c, 7.d or 7.e above);  (ii) a material breach by
the Company of any of its obligations  hereunder which (if curable) is not cured
by the Company  within 20 days after written  notice  thereof;  or (iii) without
Employee's express written consent,  relocation of the site of Employee's duties
to a location outside the Phoenix,  Arizona  metropolitan area, or a requirement
that Employee average more than 10 business days outside of the Phoenix, Arizona
metropolitan area per month.

                           d. "Voting  Securities"  shall mean any securities of
the Company which vote generally in the election of directors.

                           e.  Amount of  Benefit.  If  Employee  is entitled to
severance benefits under Section 8.a, the amount of such benefit shall equal (i)
a  lump-sum  payment  equal to 2.99  times  the "Base  Amount"  (as such term is
defined in Section 280G of the  Internal  Revenue  Code of 1986)  applicable  to
Employee,  whether or not the  provisions of Section 280G actually  apply to the
payment;  (ii) a  continuation  of medical  coverage  and other  benefits in the
manner contemplated in Section 7.b above; and (iii) such other benefits to which
the Employee is entitled  under the Company's  benefits plans and policies as in
effect  immediately  prior to the Change in Control with  respect to  terminated
Employees.

                  9. Return of the Company's Materials.  Upon the termination of
this Agreement,  Employee shall promptly return to the Company all files, credit
cards, keys,  instruments,  equipment,  and other materials owned or provided by
the Company.

                  10. Insurance.  The Company shall use commercially  reasonable
efforts to carry  director's  and  officer's  professional  liability  insurance
coverage for Employee while in the performance of Employee's duties hereunder in
an amount of at least $10,000,000.

                  11.   Nondelegability   of   Employee's   Rights  and  Company
Assignment  Rights.  The obligations,  rights and benefits of Employee hereunder
are personal and may not be delegated,  assigned,  or  transferred in any manner
whatsoever, nor are such obligations,  rights or benefits subject to involuntary
alienation,  assignment  or transfer.  The Company may transfer its  obligations
hereunder to a subsidiary, affiliate or successor.

                  12. Notices. All notices,  demands and communications required
by this Agreement shall be in writing and shall be deemed to have been given for
all purposes when sent to the  respective  addresses  set forth below,  (i) upon
personal delivery, (ii) one day after being sent, when sent by overnight courier
service to and from locations within the continental United States,  (iii) three
days after posting when sent by registered,  certified, or regular United States
mail, with postage prepaid and return receipt requested,  or (iv) on the date of
transmission when sent by confirmed facsimile.
<PAGE>
                  If to the Company:           Employee Solutions, Inc.
                                               2929 East Camelback Road
                                               Suite 220
                                               Phoenix Arizona 85016
                                               Attn:  Marvin D. Brody
                                               Chief Executive Officer

                  If to Employee:              Paul M. Gales
                                               c/o  Employee Solutions, Inc.
                                               2929 East Camelback Road
                                               Suite 220
                                               Phoenix, Arizona 85016

(Or when sent to such other address as any party shall specify by written notice
so given.)

                  13.  Entire  Agreement.  This  Agreement,  together  with  the
Indemnification  Agreement  dated  November 21, 1996 and  agreements  evidencing
stock  options  grants  issued  to  Employee  from  time  to  time  (the  "Other
Agreements")  constitutes the final written  expression of all of the agreements
between the parties,  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  employment   agreements  and
arrangements,  if  any),  except  as  provided  in  the  Other  Agreements.  Any
representations,  promises,  warranties or statements  made by either party that
differ  in any way  from  the  terms  of this  written  Agreement  or the  Other
Agreements  shall be given no force or effect.  Except as  provided in the Other
Agreements,  the parties specifically  represent,  each to the other, that there
are no additional or supplemental  agreements between them related in any way to
the matters herein contained unless specifically included or referred to herein.
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.

                  14.  Waiver.  The waiver by either  party of the breach of any
covenant or provision in this  Agreement  shall not operate or be construed as a
waiver of any subsequent breach by either party.

                  15.  Invalidity  of  Any  Provision.  The  provision  of  this
Agreement  are  severable,  it being the  intention  of the parties  hereto that
should any provisions  hereof be invalid or  unenforceable,  such  invalidity or
unenforceability  of any  provision  shall not affect the  remaining  provisions
hereof, but the same shall remain in full force and effect as if such invalid or
unenforceable provisions were omitted.

                  16.  Applicable  Law. This Agreement  shall be governed by and
construed in accordance with the internal laws of the State of Arizona exclusive
of the conflict of law provisions  thereof.  The parties agree that in the event
of litigation, venue shall lie exclusively in Maricopa County, Arizona.
<PAGE>
                  17. Headings; Construction. Headings in this Agreement are for
informational purposes only and shall not be used to construe the intent of this
Agreement.  The  language in all parts of this  Agreement  shall in all cases be
construed  as a whole  according  to its fair  meaning and not  strictly for nor
against any party.

                  18. Counterparts;  Facsimile Signatures. This Agreement may be
executed  simultaneously  in any number of counterparts,  each of which shall be
deemed an original but all of which together  shall  constitute one and the same
agreement.  Delivery by any party of a facsimile  signature to the other parties
to this  Agreement  shall  constitute  effective  delivery  by said  party of an
original counterpart signature to this Agreement.

                  19. Binding Effect;  Benefits. This Agreement shall be binding
upon and shall inure to the benefit of the parties  hereto and their  respective
heirs,  successors,  executors,   administrators  and  assigns.  Notwithstanding
anything contained in this Agreement to the contrary, nothing in this Agreement,
expressed or implied, is intended to confer on any person other than the parties
hereto or their respective  heirs,  successors,  executors,  administrators  and
assigns any rights,  remedies,  obligations or liabilities under or by reason of
this Agreement.

                  20. Binding Effect on Marital Community.  Employee  represents
and warrants to the Company that he has the power to bind his marital  community
(if any) to all terms and provisions of this agreement by his execution hereof.


         IN  WITNESS  WHEREOF,  each of the  parties  hereto has  executed  this
Employment  Agreement and caused the same to be duly  delivered on its behalf as
of the date first above written.

                                        EMPLOYEE SOLUTIONS, INC.,
                                        an Arizona corporation


                                        By
                                            Marvin D. Brody, Chief Executive
                                            Officer

                                                                       "COMPANY"



                                             Paul M. Gales

                                             "EMPLOYEE"