EMPLOYEE SOLUTIONS, INC.
                NON-DIRECTOR OFFICER'S INDEMNIFICATION AGREEMENT

                  This  Agreement,  which shall be  effective as of November 21,
1996, is by and between Employee  Solutions,  Inc., an Arizona  corporation (the
"Company"),  and Paul M. Gales,  the  undersigned  officer of the  Company  (the
"Indemnitee").

                                    RECITALS

                  WHEREAS,  it is essential for the Company to be able to retain
and attract as officers the most capable persons available.

                  WHEREAS, Indemnitee is an executive officer of the Company.

                  WHEREAS,  both the Company and  Indemnitee  recognize the risk
created by the  increased  risk of  litigation  and other claims being  asserted
against officers of public companies in today's environment.

                  WHEREAS,  effective  January 1,  1996,  the  Arizona  Business
Corporation  Act ("ABCA") has been changed,  and the Company and Indemnitee wish
to avail  themselves  of the  revised  provisions  of the ABCA,  and to  specify
certain matters not specifically provided in the ABCA.

                  WHEREAS,  in recognition of Indemnitee's  need for substantial
protection against personal liability in order to enhance Indemnitee's continued
service to the Company in an effective manner,  the Company wishes to provide in
this  Agreement  for the  indemnification  of, and the advancing of expenses to,
Indemnitee to the fullest extent (whether partial or complete)  permitted by law
and as set forth in this Agreement,  and, to the extent insurance is maintained,
for the continued  coverage of Indemnitee  under the  Company's  directors'  and
officers' liability insurance policies.

                                    COVENANTS

                  THEREFORE, in consideration of the promises in this Agreement,
and  intending  to be legally  bound  hereby,  and for other  good and  valuable
consideration,  the adequacy of which is hereby acknowledged,  the parties agree
as follows:

         1. Certain Definitions.

                  (a) Action: any threatened, pending or completed action, suit,
proceeding or alternate dispute resolution mechanism, or any inquiry, hearing or
investigation,  whether  conducted  by the  Company  or any  other  party,  that
Indemnitee in good faith believes might lead to the institution of any such
<PAGE>
action,  suit,  proceeding or alternate dispute  resolution  mechanism,  whether
civil, criminal,  administrative,  investigative or other, and whether formal or
informal.

                  (b) Change in Control: shall be deemed to have occurred if (i)
any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange  Act of 1934,  as  amended),  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  shareholders 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  shareholders  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  shareholders 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% 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 the shareholders of the Company approve a plan
of  complete  liquidation  of the  Company  or an  agreement  for  the  sale  or
disposition by the Company (in one transaction or a series of  transactions)  of
all or substantially all the Company's assets.

                  (c)  Derivative  Action:  an  Action by or in the right of the
Company.

                  (d) Expenses: include attorneys' fees, court costs, deposition
costs, court reporter fees, travel and all other costs, expenses and obligations
actually paid to another or incurred in connection with  investigating the facts
underlying the Action, preparing to defend and defending the Action or preparing
for and  participating  in the  Action  as a  witness,  or any of the  foregoing
expenses  incurred  on appeal or in an action  or other  proceeding  to  enforce
Indemnitee's  rights  hereunder,  or any other reasonable  expenses  incurred by
Indemnitee  in  participating  in  any  Indemnifiable  Action  or  Indemnifiable
Derivative Action.
                                       -2-
<PAGE>
                  (e) Indemnifiable  Action or Indemnifiable  Derivative Action:
any  Action  or  Derivative  Action  arising  out of or  relating,  directly  or
indirectly, to the fact that Indemnitee is or was a director, officer, employee,
agent or fiduciary of the Company,  or a subsidiary of the Company, or is or was
serving at the request of the Company as a director, officer, employee, trustee,
agent  or  fiduciary  of  another   corporation,   limited  liability   company,
partnership, joint venture, employee benefit plan, trust or other enterprise, or
by reason of anything done or not done by Indemnitee in any such capacity.

                  (f)  Potential  Change  in  Control:  shall be  deemed to have
occurred  if (i) the  Company  enters  into an  agreement  or  arrangement,  the
consummation  of which would  result in the  occurrence  of a Change in Control;
(ii) any person (including the Company) publicly  announces an intention to take
or to consider taking actions which if consummated  would constitute a Change in
Control;  (iii) any  person,  other  than a trustee or other  fiduciary  holding
securities under an employee benefit plan of the Company acting in such capacity
or a corporation  owned,  directly or  indirectly,  by the  shareholders  of the
Company in substantially the same proportions as their ownership of stock of the
Company,  who is or becomes the beneficial  owner,  directly or  indirectly,  of
securities of the Company  representing 10% or more of the combined voting power
of the Company's then  outstanding  Voting  Securities,  increases such person's
beneficial  ownership of such  securities  by 5% or more over the  percentage so
owned by such person on the date hereof; or (iv) the Board of Directors adopts a
resolution  to the effect  that,  for  purposes of this  Agreement,  a Potential
Change in Control has occurred.

                  (g) Voting  Securities:  any  securities  of the Company which
vote generally in the election of directors.

         2. No Pending  Actions.  Indemnitee  represents to the Company that, to
Indemnitee's  actual  knowledge,   (i)  there  is  no  Indemnifiable  Action  or
Indemnifiable  Derivative  Action  involving  Indemnitee  as of the date of this
Agreement  and (ii) no facts  exist that may form the basis for any such  Action
involving Indemnitee.

         3.  Indemnification  For  Actions  Other Than  Derivative  Actions.  If
Indemnitee was, is, or becomes a party to or a witness or other  participant in,
or is  threatened to be made a party to or witness or other  participant  in, an
Indemnifiable Action other than an Indemnifiable  Derivative Action, the Company
shall, subject to the provisions of this Agreement,  indemnify Indemnitee to the
fullest extent permitted by law against any and all Expenses,  judgments, fines,
penalties, and amounts paid in settlement of such Action.
                                       -3-
<PAGE>
         4. Indemnification For Derivative Actions.

                  (a) Basic Indemnification. If Indemnitee was, is, or becomes a
party to or a witness or other  participant  in, or is  threatened  to be made a
party to or witness or other participant in an Indemnifiable  Derivative Action,
the  Company  shall,  subject to the  provisions  of this  Agreement,  indemnify
Indemnitee to the fullest extent  permitted by law against any and all Expenses,
but not  judgments,  fines,  or,  except as set  forth  below,  amounts  paid in
settlement of such Derivative Action.

                  (b)   Adjudication   of  Liability  in   Derivative   Actions.
Notwithstanding  Paragraph 4(a), no indemnification  shall be made in respect of
any claim,  issue, or matter as to which Indemnitee shall have been adjudged (by
final judicial  determination from which there is no further right to appeal) to
be liable to the  Company  unless and only to the extent that the court in which
such  Derivative   Action  was  brought  shall  determine  upon  application  by
Indemnitee  that  despite  the  adjudication  of  liability  and in  view of all
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnification which such court shall deem proper.

                  (c)   Settlement   of  Derivative   Actions.   Notwithstanding
Paragraph  4(a),  the court in which  such  Derivative  Action was  brought  may
determine upon application of Indemnitee  that, in view of all  circumstances of
the case,  indemnity  for  amounts  paid in  settlement  is proper and may order
indemnity  for the amounts so paid in settlement  and for the Expenses  actually
and reasonably paid in connection with such application, to the extent the court
deems proper.

         5. Limits on  Indemnification.  Except as stated in  Paragraph 6, there
shall be no indemnification pursuant to this Indemnification Agreement:

                  (a) to the extent that  payment for the same claims or amounts
are actually  made to the  Indemnitee  under a valid and  collectible  insurance
policy; provided, however, that if it should subsequently be determined that the
Indemnitee is not legally  entitled to retain any such payment,  the restriction
on indemnification pursuant to this subparagraph (a) shall no longer apply;

                  (b) to the  extent  that  the  Indemnitee  is  indemnified  or
receives a recovery for the same claims or amounts  otherwise  than  pursuant to
this  Indemnification   Agreement;   provided,   however,   that  if  it  should
subsequently be determined that the Indemnitee is not legally entitled to retain
any  such  recovery,  the  restriction  on  indemnification   pursuant  to  this
subparagraph (b) shall no longer apply;
                                       -4-
<PAGE>
                  (c) on  account  of any  violation  of  Section  16(b)  of the
Securities Exchange Act of 1934, as amended, and rules promulgated thereunder;

                  (d) on  account  of any  violation  of  Section  10(b)  of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and any rules
promulgated thereunder,  or similar state law, to the extent that such violation
is based on (i) the  purchase  or sale of a security by  Indemnitee  or a person
affiliated  with  Indemnitee  while  Indemnitee  is in  possession  of  material
nonpublic  information  about the Company,  or (b) the communication of material
nonpublic information about the Company in connection with any transaction on or
through the  facilities of a national  securities  exchange or from or through a
broker or dealer, other than as part of a securities offering by the Company;

                  (e) with respect to any transaction  from which the Indemnitee
derived an improper personal benefit to which he or she is not legally entitled;

                  (f) for the return of any remuneration  paid to the Indemnitee
that is held by any court in a final judgment to have been illegal or improper;

                  (g) to the extent that the  Indemnitee's  action or failure to
act was  (i) not in good  faith,  or (ii) in the  case of  conduct  Indemnitee's
official  capacity  with  the  Company,  not in a  manner  he or she  reasonably
believed to be in or not opposed to the best  interests of the  Company,  or, in
other cases, conduct was opposed to the Company's best interests,  or (iii) with
respect to any  criminal  Action,  with  reasonable  cause to believe his or her
conduct was unlawful; or

                  (h)  if a  final  nonappealable  decision  by a  court  having
jurisdiction  in the matter shall  determine  that such  indemnification  is not
lawful.

         6. Partial and Mandatory Indemnity. If Indemnitee is entitled under any
provision  of this  Agreement  to  indemnification  by the  Company of some or a
portion  of the  Expenses,  judgments,  fines,  penalties  and  amounts  paid in
settlement  of an  Action  but not for  the  total  amount,  the  Company  shall
indemnify  Indemnitee  for the portion to which  Indemnitee is entitled.  To the
extent that Indemnitee has been successful on the merits or otherwise (including
dismissal with or without  prejudice) in defense of any Indemnifiable  Action or
Indemnifiable  Derivative  Action,  or in defense of any claim,  issue or matter
therein, he or she shall be indemnified against Expenses actually and reasonably
incurred by him in connection  therewith,  except as stated in Paragraph 5(a) or
5(b).
                                       -5-
<PAGE>
         7.  Notification of Indemnifiable  Action or  Indemnifiable  Derivative
Action. Indemnitee shall promptly notify the Company of any Indemnifiable Action
or  Indemnifiable  Derivative  Action  promptly  after  receipt by Indemnitee of
notice  of the  commencement  of  such  Indemnifiable  Action  or  Indemnifiable
Derivative Action. With respect thereto:

                  (a) The Company will be entitled to participate therein at its
own expense.

                  (b) Except as otherwise  provided  below,  the Company jointly
with any other indemnifying  party may assume the defense thereof,  with counsel
reasonably  satisfactory  to Indemnitee to be chosen or approved by the Company.
After  notice from the Company to  Indemnitee  of its  election to so assume the
defense  thereof,  the Company will not be liable to Indemnitee for any legal or
other  expenses  subsequently  incurred by  Indemnitee  in  connection  with the
defense thereof other than reasonable costs of investigation or participation in
such Action or Derivative  Action  (including  travel  expenses) or as otherwise
provided below. Indemnitee shall have the right to employ independent counsel in
such Action or Derivative Action; however, the fees and expenses of such counsel
incurred after notice from the Company of its assumption of the defense  thereof
shall be at the expense of Indemnitee unless:

                           (i)  the   employment  of   independent   counsel  by
         Indemnitee has been authorized by the Company;

                           (ii) counsel employed by the Company to represent the
         Indemnitee shall have reasonably concluded that there may be a conflict
         of interest in the conduct of the defense of such action that  prevents
         such counsel from representing Indemnitee; or

                           (iii) the  Company  shall  not in fact have  employed
         counsel to assume the  defense of such Action or  Derivative  Action on
         behalf of Indemnitee.

The fees and expenses of  independent  counsel of  Indemnitee  in  subparagraphs
7(b)(i), (ii) and (iii) shall be borne by the Company.

                  (c) If the Company  has assumed the defense of the  Indemnitee
pursuant to subparagraph (b) above, the Company shall not be liable to indemnify
Indemnitee  under this Agreement for any amount paid in settlement of any Action
or Derivative Action effected without its written consent, the Company shall not
settle any Action or  Derivative  Action in any manner  which  would  impose any
penalty or limitation on Indemnitee without  Indemnitee's  written consent,  and
neither the Company nor Indemnitee will  unreasonably  withhold their consent to
any proposed settlement.
                                       -6-
<PAGE>

         8. Advance of Expenses; Failure to Pay Claim.

                  (a) Written Request. If so requested by Indemnitee in writing,
the Company shall (subject to the Expense Advance Rules  hereinafter  described)
advance to Indemnitee  (an "Expense  Advance") any and all Expenses  incurred in
connection  with  the   investigation   and  preparation  of  the   Indemnitee's
participation in any Indemnifiable  Action or Indemnifiable  Derivative  Action,
whether as a witness or a party,  pursuant to this Agreement.  The Company shall
comply with the Indemnitee's  written request for an Expense  Advance,  and make
any  necessary  determination  that the facts  then  known  would  not  preclude
indemnification under the ABCA, within ten (10) business days of receipt of such
written  request  together  with the  reimbursement  commitment  referred  to in
subparagraph (b) below. If the Company does not honor  Indemnitee's  request for
an Expense  Advance,  Indemnitee  may bring an action in any court of  competent
jurisdiction to enforce the right to an Expense Advance,  the Company shall have
the burden of proof in such action to  demonstrate  that the Expense  Advance is
not payable,  and the Company shall reimburse  Indemnity for all Expense thereof
unless the court denies indemnification.

                  (b) Reimbursement by Indemnitee. The obligation of the Company
to make an Expense  Advance  shall be subject to the  condition  that,  if it is
ultimately  determined (by final judicial  determination  from which there is no
further  right to appeal)  that there are  matters  to which  Indemnitee  is not
entitled to indemnity under this Agreement,  the Company shall be entitled to be
reimbursed  by Indemnitee  for all such amounts.  Prior to obtaining the initial
Expense  Advance,  Indemnitee  must confirm  such  reimbursement  obligation  by
delivery to Company of a signed  undertaking in the form of Exhibit A or in such
other form as Company may reasonably accept.

                  (c)  Expense  Advance  Rules.  Expenses  in all cases  must be
reasonable and comply with existing or future billing  procedures of the Company
so that the Company can reasonably monitor and audit such Expenses. With respect
to attorneys'  fees, the Company will give reasonable  consideration to requests
for specific  counsel and to requests for the grouping of individuals  for joint
defense  purposes.  Any attorney  representing  more than one  individual may be
requested to render separate statements to each individual or otherwise allocate
billings by individual.

                  (d)  Failure to Pay  Claim.  If loss has been  incurred  and a
claim for indemnification under this Agreement is not paid by the Company within
ten (10)  business  days after a written claim has been received by the Company,
Indemnitee may at any time thereafter  bring suit against the Company to recover
any unpaid amount of the claim and all Expenses incurred by Indemnitee to obtain
such court ordered indemnification.
                                       -7-
<PAGE>
         9. Burden of Proof. In connection with any  determination as to whether
Indemnitee is entitled to be indemnified  hereunder the burden of proof shall be
on the Company to establish that Indemnitee is not so entitled.

         10. No Presumption.  For purposes of this Agreement, the termination of
any  Action by  judgment,  order,  settlement  (whether  with or  without  court
approval) or conviction,  or upon a plea of nolo contendere,  or its equivalent,
shall not  create a  presumption  that  Indemnitee  did not meet any  particular
standard of conduct or have any particular belief or that a court has determined
that  indemnification  is not payable  under this  Indemnification  Agreement or
permitted by applicable law.

         11.  Nonexclusivity,  Etc. The rights of the Indemnitee hereunder shall
be in  addition  to any other  rights  Indemnitee  may have under the  Company's
Articles of  Incorporation  or bylaws,  or the ABCA or otherwise.  To the extent
that a change in the ABCA  (whether  by statute or  judicial  decision)  permits
greater  indemnification by agreement than would be afforded currently under the
Company's Articles of Incorporation, bylaws and this Agreement, it is the intent
of the parties hereto that Indemnitee  shall enjoy by this Agreement the greater
benefits so afforded by such change.

         12.  Liability  Insurance.  To the  extent  the  Company  maintains  an
insurance  policy or  policies  providing  Directors'  and  Officers'  liability
insurance, Indemnitee shall be covered by such policy or policies, in accordance
with its or their terms, to the maximum extent of the coverage available for any
Company  Director,  Officer or Indemnitee.  If Indemnitee incurs any Expenses in
tendering  the  defense of the Action to the  insurance  company  providing  the
Directors   and  Officers   insurance,   such   Expenses   shall  be  considered
indemnifiable Expenses.

         13.  Period of  Limitations.  No legal  action  shall be brought and no
cause of action  shall be  asserted  by or in the right of the  Company  against
Indemnitee,   Indemnitee's  spouse,  heirs,   executors  or  personal  or  legal
representatives  after the  expiration  of two years from the date of accrual of
such cause of action,  and any claim or cause of action of the Company  shall be
extinguished and deemed released unless asserted by the timely filing of a legal
action  within  such two year  period;  provided,  however,  that if any shorter
period of limitations  is otherwise  applicable to any such cause of action such
shorter period shall govern.

         14.  No  Right  To  Continued  Employment.  Nothing  contained  in this
Indemnification  Agreement  is  intended  to,  or  shall,  create  any  right to
continued employment by the Company.

         15. Amendments and Waiver. No supplement, modification, or amendment of
this Agreement shall be binding unless executed in
                                       -8-
<PAGE>
writing by both of the parties hereto; provided,  however, that if any provision
of this  Agreement is challenged as being  unlawful,  the parties agree that the
court in which such  challenge is litigated may modify such provision so that it
is  enforceable  to the  maximum  extent  permitted  by law and may  enforce the
Agreement as so modified.  No waiver of any of the  provisions of this Agreement
shall be deemed or shall  constitute  a waiver  of any other  provisions  hereof
(whether or not similar) nor shall such waiver constitute a continuing waiver.

         16.  Subrogation.  In the event of payment  under this  Agreement,  the
Company  shall be  subrogated to the extent of such payment to all of the rights
of recovery of  Indemnitee,  who shall execute all papers  required and shall do
everything that may be necessary to secure such rights,  including the execution
of such documents  necessary to enable the Company  effectively to bring suit to
enforce such rights.

         17. Binding Effect. Etc. This Agreement shall be binding upon and inure
to the benefit of and be enforceable by the parties hereto and their  respective
successors, heirs, and assigns.

         18. Termination by Company. This Agreement shall continue in full force
and effect, regardless of whether Indemnitee continues to serve as an officer or
director of the Company or any other enterprise at the Company's request, unless
terminated pursuant to this Paragraph. By giving written notice to Indemnitee at
his or her  address  according  to  Company  records,  the  Company,  prior to a
Potential Change of Control or Change of Control,  may terminate its obligations
under this  Indemnification  Agreement  as to any act or omission of  Indemnitee
after such written notice is given. Any such termination of this Agreement shall
not terminate the Company's  obligations hereunder with respect to actions which
occurred  prior to such  termination.  Notice  is  deemed  given  when  actually
received or two days after being sent by registered or certified mail, whichever
is earlier.

         19.  Severability.  The provisions of this Agreement shall be severable
and, in the event that any of the  provisions  hereof  (including  any provision
within a single section, paragraph or sentence) are held by a court of competent
jurisdiction  to be invalid,  void or  otherwise  unenforceable,  the  remaining
provisions  shall remain  enforceable  to the fullest  extent  permitted by law,
including  the  provisions  that  have  been  modified  by a court  pursuant  to
Paragraph 15 hereof.

         20.  Governing Law. This  Agreement  shall be governed by and construed
and enforced in accordance  with the laws of the State of Arizona  applicable to
contracts  made and to be performed in such state  without  giving effect to the
principles of conflicts of laws.
                                       -9-
<PAGE>
         21.   Prior   Agreements.   This   Agreement   supersedes   all   prior
Indemnification Agreements between the Company and Indemnitee.


EMPLOYEE SOLUTIONS, INC.


By:_____________________________

Its:____________________________



________________________________
PAUL M. GALES


Address for notices:  __________________________
                      __________________________
                      __________________________
                                      -10-
<PAGE>
                                    EXHIBIT A
                                    ---------





______________________, 199_


Employee Solutions, Inc.
Attention: Chief Executive Officer
2929 East Camelback Road
Suite 220
Phoenix AZ 85016

Re:      Indemnification Agreement Dated          , 1996 (the "Agreement")
         -----------------------------------------------------------------

Gentlemen:

         I am  the  beneficiary  of the  above  Agreement  and  am a  defendant,
witness,    or   other    participant    in   the   following    legal   action:
___________________________________.  A copy of the  Complaint in this action is
attached for your information.

         Pursuant  to  Paragraph  8 of the  Agreement,  I  hereby  request  that
Employee  Solutions,  Inc.  advance  my  Expenses  as  such  term is used in the
Agreement,  subject to the Expense  Advance Rules,  as such Rules are applied in
the Agreement.  I hereby confirm that I will reimburse Employee Solutions,  Inc.
for all the amounts  advanced  to me that are  ultimately  determined  (by final
judicial  determination  from which  there is no further  right to appeal) to be
associated  with  matters  to which I am not  entitled  to  indemnity  under the
Agreement.

         If any  additional  information  is needed,  my address  and  telephone
number are listed below:

Address:
_________________________
_________________________
_________________________

Telephone Number:
_________________________


Very truly yours,


                                      -11-