EMPLOYEE SOLUTIONS, INC.

                                  EXHIBIT 10.19
                             TO REPORT ON FORM 10-K


                              EMPLOYMENT AGREEMENT


         This  Employment  Agreement (the  "Agreement")  is made effective as of
this 15th day of February,  1999 by and between  EMPLOYEE  SOLUTIONS,  INC.,  an
Arizona corporation (the "Company"), and QUENTIN P. SMITH, JR. ("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.


                                   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  Board of
Directors (the "Board") or the Chairman of the Board.  Employee's title shall be
Chief  Executive  Officer and  President,  with  responsibility  for the overall
operations  of the  Company  and  its  subsidiaries  and  such  other  executive
responsibilities  as may be  assigned  from time to time by, and  subject to the
direction of, the Board or the Chairman of the Board.

         2. TERM.  The  employment  of Employee by the Company  pursuant to this
Agreement  shall commence on the date hereof and continue  through  February 14,
2002 or until terminated as provided elsewhere herein.

         3. COMPENSATION.

               a. SALARY.  The initial  monthly base salary  payable to Employee
shall be  $31,250,  which base salary  shall be  reviewed  at least  annually in
accordance with the Company's  policies and practices  regarding periodic review
and adjustment of executive compensation.

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Employee's  base  salary  shall not be reduced  during the term  hereof  without
Employee's written consent.

               b. INCENTIVE PLAN. Employee agrees that the base salary described
above shall be Employee's sole cash  compensation and that no bonus payment will
be offered by the  Company or  accepted  by  Employee.  The  parties  agree that
Employee's  incentive  compensation  opportunity shall be in the form of options
for the purchase of the Company's Common Stock.

         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.

         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 service  anniversary 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  agrees to  reimburse  Employee for rent expense
under the lease agreement for Employee's current office location until the lease
is terminated or the space is sublet,  provided that the Company's reimbursement
obligation under this sentence shall be capped at $10,000.

         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 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.

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               b. 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 amounts payable pursuant to disability plans
generally applicable to executive employees.

               c. 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.

               d. TERMINATION  WITHOUT CAUSE. Should the Company incur liability
to Employee as a result of terminating  Employee's employment without cause, the
Company's  liability to Employee in connection with such termination shall equal
12 months of Employee's then-current base salary.

         8. CHANGE IN CONTROL.

               a. SEVERANCE BENEFITS.  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.d unless such termination is in accordance with Section 7.a, 7.b or 7.c above,
in which case such other section shall apply.

               b.  "CHANGE  IN  CONTROL"  shall be deemed to have  occurred  if,
within  12  months  after the date of any  "Hostile  Proposal"  (as such term is
defined in Section 8.e hereof),

                    (i) a "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"])
that has made a Hostile Proposal  becomes the "beneficial  owner" (as defined in
Rule 13d-3 under said Act), directly or indirectly, of securities of the Company
representing  more  than  50% of  the  total  voting  power  represented  by the
Company's then outstanding Voting Securities;

                    (ii) the  stockholders  of the  Company  approve a merger or
consolidation  of the Company  with any person that has made a Hostile  Proposal
(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)  50% or more of the  total  voting  power
represented  by the Voting  Securities of the Company or such  surviving  entity
outstanding immediately after such merger or consolidation); or

                    (iii)  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 to any person  that has made a Hostile
Proposal.

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               c. "VOTING  SECURITIES"  shall mean any securities of the Company
which vote generally in the election of directors.

               d.  AMOUNT OF BENEFIT.  If  Employee  is  entitled  to  severance
benefits  under Section 8.a,  such benefit shall be a lump-sum  payment equal to
the difference  between $5 million and the  "aggregate  profit" on Company stock
options which have been exercised by Employee at any time prior to the Change in
Control or which are  exercisable or become  exercisable in connection  with the
Change in Control.  "Aggregate profit" for purposes of this paragraph shall mean
the difference between the exercise price of the options and the market price of
the Company's  Common Stock on the date of the Change in Control  (determined by
the closing price on the principal  trading  market on which the Common Stock is
then traded).

               e.  "HOSTILE  PROPOSAL"  shall  mean any of the  following  which
occurs  without  the prior  concurrence,  approval  or  consent  of the Board of
Directors or a duly  designated  committee  thereof (with the terms "person" and
"beneficial owner" in this Section 8.e defined as in Section 8.b above):

                    (i) the  public  announcement  (whether  by  press  release,
filing with or notice to a government agency, or any other means) by a person of
any plan,  proposal or specific  intention to (A) become the beneficial owner of
15% or more of the  Voting  Securities,  (B)  effect or cause to be  effected  a
merger or  consolidation  of the Company  (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)  50% or  more  of the  total  voting  power  represented  by the  Voting
Securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation);  or (C) effect or cause to be effected a complete
liquidation  of the Company or the sale or disposition by the Company of (in one
transaction or a series of transactions)  all or substantially all the Company's
assets;

                    (ii) a person becomes the beneficial owner of 15% or more of
the Voting Securities; or

                    (iii) the  receipt by the  Company of a plan or  proposal to
effect a transaction or series of  transactions  which would fall within subpart
8.e(i) above which,  or which is accompanied by a communication  which,  states,
implies  or  threatens  that  material  actions  will be  taken  to  pursue  the
transaction or series of transactions  without the cooperation or  participation
of the  Company  if the  proposal  is not  accepted  in  substantially  the form
presented.

         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.  Employee shall retain  ownership of the items listed on Attachment
1.

         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.

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         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.

                If to the Company:  Employee Solutions, Inc.
                                    6225 North 24th Street
                                    Phoenix, Arizona  85016
                                    Attn: Legal Department

                If to Employee:     Quentin P. Smith, Jr.
                                    10361 North 117th Place
                                    Scottsdale, Arizona  85259

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

         13. ENTIRE AGREEMENT. This Agreement (with Attachment 1), together with
the noncompete and confidentiality  agreement and the stock option grant letter,
each dated as of  February  15, 1999 (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

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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.

         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.

         21.  TERMINATION  OF CONSULTING  AGREEMENT.  The parties agree that the
current consulting agreement between them is terminated effective as of the date
hereof and that no further consideration of any kind is payable thereunder.

         22.  BOARD OF  DIRECTORS  POSITIONS;  ORGANIZATION  DUES.  The  Company
acknowledges that Employee intends to serve or continue serving on the boards of
four companies.  The Company  consents to such service provided that it does not
materially  adversely  affect  Employee's   performance  under  this  Agreement.
Employee  will not join any  additional  boards of directors or take any similar
position  without the prior written consent of the Company.  The Company further
agrees to pay annual  membership  dues to the Greater  Phoenix  Leadership (to a
maximum  of  $20,000  per year) at  Employee's  request  during the term of this
Agreement commencing with the payment due January 31, 2000.


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         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: /s/
                                                  ------------------------------
                                              Its:
                                                   -----------------------------
                                                                       "COMPANY"

                                                   /s/ Quentin P. Smith, Jr.
                                                   -----------------------------
                                                   Quentin P. Smith, Jr.

                                                                      "EMPLOYEE"


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