<PAGE>

--------------------------------------------------------------------------------

                               PURCHASE AGREEMENT

                                     between

                                 CORESTAFF, INC.

                                       and

                             CITADEL TECHNOLOGY, INC






                            Dated September 22, 1997 

--------------------------------------------------------------------------------

<PAGE>

                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----

ARTICLE I AUTHORIZATION AND CLOSING. . . . . . . . . . . . . . . . . . . . . . 1
     1.1  Authorization of the Stock . . . . . . . . . . . . . . . . . . . . . 1
     1.2  Purchase and Sale of the Stock . . . . . . . . . . . . . . . . . . . 1
     1.3  The Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1


ARTICLE II CONDITIONS OF CORESTAFF'S OBLIGATION AT THE CLOSING . . . . . . . . 1
     2.1  Representations and Warranties, Covenants. . . . . . . . . . . . . . 1
     2.2  Certificate of Incorporation . . . . . . . . . . . . . . . . . . . . 2
     2.3  First Step Software License Agreement. . . . . . . . . . . . . . . . 2
     2.4  Development Services Agreement . . . . . . . . . . . . . . . . . . . 2
     2.5  Citadel Products Sales Agreement . . . . . . . . . . . . . . . . . . 3
     2.6  Registration Agreement . . . . . . . . . . . . . . . . . . . . . . . 3
     2.7  Option Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . 3
     2.8  Closing Documents. . . . . . . . . . . . . . . . . . . . . . . . . . 3
     2.9  Fees and Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . 4
     2.10 Compliance with Applicable Laws. . . . . . . . . . . . . . . . . . . 4
     2.10 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4


ARTICLE III COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
     3.1  Financial Statements and Other Information . . . . . . . . . . . . . 4
     3.2  Inspection of Property . . . . . . . . . . . . . . . . . . . . . . . 6
     3.3  Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
     3.4  Affirmative Covenants. . . . . . . . . . . . . . . . . . . . . . . . 7
     3.5  Current Public Information . . . . . . . . . . . . . . . . . . . . . 8
     3.6  Public Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . 8
     3.7  Election of Director . . . . . . . . . . . . . . . . . . . . . . . . 9


ARTICLE IV TRANSFER OF RESTRICTED SECURITIES . . . . . . . . . . . . . . . . . 9
     4.1  Transfer of Restricted Securities. . . . . . . . . . . . . . . . . . 9


ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE COMPANY. . . . . . . . . . . .10
     5.1  Organization and Corporate Power . . . . . . . . . . . . . . . . . .10
     5.2  Capital Stock and Related Matters. . . . . . . . . . . . . . . . . .10
     5.3  Subsidiaries; Investments. . . . . . . . . . . . . . . . . . . . . .11
     5.4  Authorization; No Breach . . . . . . . . . . . . . . . . . . . . . .11
     5.5  Financial Statements . . . . . . . . . . . . . . . . . . . . . . . .11
     5.6  Tax Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

                                       -i-

<PAGE>

     5.7  Litigation, etc. . . . . . . . . . . . . . . . . . . . . . . . . . .12
     5.8  Brokerage. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
     5.9  Governmental Consent, etc. . . . . . . . . . . . . . . . . . . . . .13
     5.10 ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
     5.11 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . .13
     5.12 Compliance with Securities Laws. . . . . . . . . . . . . . . . . . .13
     5.13 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
     5.13 Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . .14

ARTICLE VI DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .14


ARTICLE VII MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . .16
     7.1  Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
     7.2  Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
     7.3  CORESTAFF's Investment Representations . . . . . . . . . . . . . . .16
     7.4  Consent to Amendments. . . . . . . . . . . . . . . . . . . . . . . .17
     7.5  Survival of Representation and Warranties. . . . . . . . . . . . . .17
     7.6  Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . .17
     7.7  Generally Accepted Accounting Principles . . . . . . . . . . . . . .17
     7.8  Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
     7.9  Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
     7.10 Descriptive Headings; Interpretation . . . . . . . . . . . . . . . .18
     7.11 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . .18
     7.12 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
     7.13 Arbitration. . . . . . . . . . . . . . . . . . . . . . . . . . . . .19

                                       -ii-

<PAGE>

LIST OF EXHIBITS

Exhibit A           Certificate of Incorporation
Exhibit B           Form of First Step Software License Agreement
Exhibit C           Form of Development Services Agreement
Exhibit D           Form of Citadel Product Sales Agreement
Exhibit E           Registration Agreement
Exhibit F           Option Agreement


LIST OF SCHEDULES
-----------------

Schedule 5.5(a)     Financial Statements
Schedule 5.5(b)     Contracts
Schedule 5.7        Litigation
Schedule 5.8        Brokerage
Schedule 5.10       Benefit Plans 

                                       -iii-

<PAGE>

                               PURCHASE AGREEMENT
                               ------------------

                            CITADEL TECHNOLOGY, INC.

     THIS AGREEMENT is made as of _________, 1997, between CITADEL 
TECHNOLOGY, INC., a _________corporation (the "Company"), and CORESTAFF, 
INC., a Delaware corporation ("CORESTAFF"). Except as otherwise indicated 
herein, capitalized terms used herein are defined in SECTION 6 hereof.

     The parties hereto agree as follows:

                                    ARTICLE I
                            AUTHORIZATION AND CLOSING
                            -------------------------

     1.1  AUTHORIZATION OF THE STOCK. The Company shall authorize the 
issuance and sale to CORESTAFF of up to 2,500,000 shares (the "Stock") of its 
Common Stock, par value $.01 per share (the "Common Stock").

     1.2  PURCHASE AND SALE OF THE STOCK. At the Closing (as defined in 
SECTION 1.3 below), the Company shall sell to CORESTAFF and, subject to the 
terms and conditions set forth herein, CORESTAFF shall purchase from the 
Company, 2,500,000 shares of Common Stock at a price of $.30 per share.

     1.3  THE CLOSING.  The closing of the purchase and sale of the Stock to 
be purchased pursuant to SECTION 1.2 (the "Closing") shall take place at the 
offices of CORESTAFF, Inc., 5 Post Oak Road, Suite 1100, Houston, Texas 77027 
at 10:00 a.m. on September __, 1997 or at such other place or on such other 
date as may be mutually agreeable to the Company and CORESTAFF.  At the 
Closing, the Company shall deliver to CORESTAFF stock certificates evidencing 
the Stock to be purchased by CORESTAFF, registered in CORESTAFF's name, upon 
payment of the purchase price thereof by a cashier's or certified check, or 
by wire transfer of immediately available funds to such account as designated 
by the Company in the amount of $750,000.

                                   ARTICLE II
               CONDITIONS OF CORESTAFF'S OBLIGATION AT THE CLOSING
               ---------------------------------------------------

     The obligation of CORESTAFF to purchase and pay for the Stock at the 
Closing is subject to the satisfaction as of the Closing of the following 
conditions:

     2.1  REPRESENTATIONS AND WARRANTIES, COVENANTS.  The representations and 
warranties contained in SECTION 5 hereof shall be true and correct at and as 
of the Closing as though then made, except to the extent of changes caused by 
the transactions expressly 

<PAGE>

contemplated herein, and the Company shall have performed in all material 
respects all of the covenants required to be performed by it hereunder prior 
to the Closing.

     2.2  CERTIFICATE OF INCORPORATION. The Company's certificate of 
incorporation (the "Certificate of Incorporation") shall be in the form set 
forth as EXHIBIT A hereto, shall be in full force and effect under the laws 
of Delaware as of the Closing and shall not have been amended or modified.

     2.3  FIRST STEP SOFTWARE LICENSE AGREEMENT. The Company shall have 
entered into an exclusive license agreement, m form and substance 
substantially similar to EXHIBIT B attached hereto (the "FIRST STEP LICENSE 
AGREEMENT") with CORESTAFF or its Subsidiary and the First Step License 
Agreement, shall not have been amended or modified and shall be in full force 
and effect as of the Closing. Pursuant to the First Step License Agreement, 
(a) CORESTAFF will (i) develop the First Step Software program for Novell 
only to the Company's specifications as a full turn-key package on additional 
platforms necessary for marketing purposes, at no cost to the Company; 
PROVIDED, HOWEVER, if the estimated cost for such development exceeds 
$250,000. CORESTAFF has the option to withdraw the First Step Software as 
part of this transaction; (ii) provide platform upgrades for Novell only on a 
schedule to be determined by the parties and (iii) provide the Company with 
an exclusive license to sell the First Step Software until March 31, 1998 and 
(b) the Company will (i) represent and warrant to CORESTAFF that it is 
satisfied with the form and substance of the First Step Software as currently 
developed by CORESTAFF and (ii) agree that CORESTAFF's liability to the 
Company under the First Step License Agreement or with respect to the First 
Step Software shall be limited to the aggregate amount of royalty payments 
paid to CORESTAFF by the Company. Any additional changes to the First Step 
Software program will be at CORESTAFF's sole discretion. All pricing of 
products and royalties payable to CORESTAFF will be mutually agreed upon and 
a percentage of maintenance fees will be paid to the Company. The parties 
will determine the level of the company's revenue commitments on the 
exclusive license from October 1, 1997 through March 31, 1998. CORESTAFF will 
provide technical support service on the First Step product at no cost to the 
Company.  The Company will continue to maintain all sales relationships with 
existing First Step customers. In the event it is agreed that the Company 
will take over existing prospects from CORESTAFF, the Company will pay an 
additional royalty to CORESTAFF in an amount to be determined by both 
parties. Such determination will be made upon transfer of a customer of 
CORESTAFF to the Company.

     2.4  DEVELOPMENT SERVICES AGREEMENT. The Company and Millennium Computer 
Corporation, a Subsidiary of CORESTAFF ("MILLENNIUM") shall have entered into 
a Development Services Agreement in form and substance substantially similar 
to EXHIBIT C attached hereto (the "DEVELOPMENT SERVICES AGREEMENT"), and the 
Development Services Agreement shall be in full force and effect as of the 
Closing.  Pursuant to the Development Services Agreement, Millennium will 
provide development services to the Company at their standard customer rate, 
less a ten percent discount.  The Company will purchase from 

                                       -2-

<PAGE>

Millennium a minimum of $250,000 of development services from the Closing 
through September 1, 1998.

     2.5  CITADEL PRODUCTS SALES AGREEMENT.  The Company and CORESTAFF shall 
have entered into a Citadel Products Sales Agreement in form and substance 
substantially similar to EXHIBIT D attached hereto (the "CITADEL PRODUCTS 
SALES AGREEMENT"), and the Citadel Products Sales Agreement shall be in full 
force and effect as of the Closing.  Pursuant to the Citadel Product Sales 
Agreement, CORESTAFF will sell the Company's products and will receive a 
higher royalty for sales to existing customers of CORESTAFF.

     2.6  REGISTRATION AGREEMENT.  The Company and CORESTAFF shall have 
entered into a registration agreement in form and substance substantially 
similar to EXHIBIT E attached hereto (the "REGISTRATION AGREEMENT"), and the 
Registration Agreement shall be in fill force and effect as of the Closing.

     2.7  OPTION AGREEMENT.  The Company shall have granted an Option to 
CORESTAFF in the form of Option Agreement attached hereto as EXHIBIT F. The 
Option will provide that CORESTAFF will have the right to purchase an 
additional 2,000,000 shares of Common Stock, at an exercise price of $4 per 
share for 1,000,000 shares and an exercise price of $5 per share for 
1,000,000 shares.

     2.8  CLOSING DOCUMENTS. The Company shall have delivered to CORESTAFF 
all of the following documents;

               (i)    an Officer's Certificate, dated the date of the Closing,
     stating that the conditions specified in SECTION 1 and SECTIONS 2.1 through
     2.7, inclusive, have been fully satisfied;

               (ii)   certified copies of (a) the resolutions duly adopted by
     the Board authorizing the execution, delivery and performance of this
     Agreement, the First Step Software License Agreement, the Development
     Services Agreement, the Citadel Products Sales Agreement, the Registration
     Agreement, the Option Agreement and each of the other agreements
     contemplated hereby (collectively, the "DOCUMENTS"), the filing of the
     Certificate of Incorporation referred to in SECTION 2.2, the issuance and
     sale of the Stock and the consummation of all other transactions
     contemplated by this Agreement, and (b) the resolutions duly adopted by the
     Company's stockholders approving the transactions contemplated hereby;

               (iii)  certified copies of the Certificate of Incorporation and
     the Company's bylaws, each as in effect at the Closing; and

                                       -3-

<PAGE>

               (iv)   such other documents relating to the transactions
     contemplated by this Agreement as CORESTAFF or its counsel may reasonably
     request.

     2.9  FEES AND EXPENSES. The Company shall have reimbursed CORESTAFF for 
the fees and expenses as provided in SECTION 7.1 hereof.

     2.10 COMPLIANCE WITH APPLICABLE LAWS.  The purchase of Stock by 
CORESTAFF hereunder shall not be prohibited by any applicable law or 
governmental regulation, shall not subject CORESTAFF to any penalty, 
liability or, in CORESTAFF's sole judgment, other onerous conditions under or 
pursuant to any applicable law or governmental regulation, and shall be 
permitted by laws and regulations of the jurisdictions to which CORESTAFF is 
subject.

     2.11 WAIVER. Any condition specified in this SECTION 2 may be waived 
only if such waiver is set forth in a writing executed by CORESTAFF.

                                   ARTICLE III
                                    COVENANTS
                                    ---------

     3.1  FINANCIAL STATEMENTS AND OTHER INFORMATION.  The Company shall 
deliver to CORESTAFF (so long as CORESTAFF holds any Stock):

          (a)  as soon as available but in any event within 45 days after the 
end of each quarterly accounting period in each Fiscal year, unaudited 
consolidating and consolidated statements of income and cash flows of the 
Company and its Subsidiaries for such quarterly period and for the period 
from the beginning of the fiscal year to the end of such quarter, and 
consolidating and consolidated balance sheets of the Company and its 
Subsidiaries as of the end of such quarterly period, all prepared in 
accordance with generally accepted accounting principles, consistently 
applied, subject to the absence of footnote disclosures and to normal 
year-end adjustments;

          (b)  as soon as available but in any event within 30 days after the 
end of each month in each fiscal year, unaudited consolidating and 
consolidated statements of income and cash flows of the Company and its 
Subsidiaries for such month and for the period from the beginning of the 
fiscal year to the end of such month, and consolidating and consolidated 
balance sheets of the Company and its Subsidiaries as of the end of such 
month, all prepared in accordance with generally accepted accounting 
principles, consistently applied, subject to the absence of footnote 
disclosures and to normal year-end adjustments;

          (c)  accompanying the financial statements referred to in PARAGRAPH
(a) and (b), an Officer's Certificate stating that neither the Company nor any
of its Subsidiaries is in 

                                       -4-

<PAGE>

default under any of its other material agreements or, if any such default 
exists, specifying the nature and period of existence thereof and what 
actions the Company and its Subsidiaries have taken and propose to take with 
respect thereto;

          (d)  within 90 days after the end of each fiscal year, 
consolidating and consolidated statements of income and cash flows of the 
Company and its Subsidiaries for such fiscal year, and consolidating and 
consoLidated balance sheets of the Company and its Subsidiaries as of the end 
of such fiscal year, setting forth in each case comparisons to the annual 
budget and to the preceding fiscal year, all prepared in accordance with 
generally accepted accounting principles, consistently applied, and 
accompanied by (i) with respect to the consolidated portions of such 
statements (except with respect to budget data), an opinion containing no 
exceptions or qualifications (except for qualifications regarding specified 
contingent liabilities) of an independent accounting firm of recognized 
national standing acceptable to the holders of a majority of the Investor 
Common, and (ii) a copy of such firm's annual management letter to the Board;

          (e)  promptly upon receipt thereof, any additional reports, 
management letters or other detailed information concerning significant 
aspects of the Company's operations or financial affairs given to the Company 
by its independent accountants (and not otherwise contained in other 
materials provided hereunder);

          (f)  at least 30 days prior to the beginning of each fiscal year, 
annual budgets prepared on a monthly basis for the Company and each of its 
Subsidiaries (or regions) for such fiscal year (displaying anticipated 
statements of income and cash flows), and promptly upon preparation thereof 
any other significant budgets prepared by the Company and any revisions of 
such annual or other budgets, and within 30 days after any monthly period in 
which there is a material adverse deviation from any annual budgets, an 
Officer's Certificate explaining the deviation and what actions the Company 
has taken and proposes to take with respect thereto;

          (g)  promptly (but in any event within five business days) after 
the discovery or receipt of notice of any default under any material 
agreement to which it or any of its Subsidiaries is a party or any other 
event or circumstance affecting the Company or any Subsidiary which is 
reasonably likely to have a material adverse effect on the financial 
condition, operating results, assets, operations or business prospects of the 
Company or any Subsidiary (including the filing of any material litigation 
against the Company or any Subsidiary or the existence of any material 
dispute with any Person which involves a reasonable likelihood of such 
litigation being commenced), an Officer's Certificate specifying the nature 
and period of existence thereof and what actions the Company and its 
Subsidiaries have taken and propose to take with respect thereto; and

          (h)  with reasonable promptness, such other information and 
financial data concerning the Company and its Subsidiaries as any Person 
entitled to receive information under this SECTION 3.1 may reasonably request.

                                       -5-

<PAGE>

Each of the financial statements referred to in PARAGRAPHS (a) and (d) shall 
be true and correct in all material respects as of the dates and for the 
periods stated therein, subject in tile case of the unaudited financial 
statements to changes resulting from normal year-end audit adjustments (none 
of which would, alone or in the aggregate, be materially adverse to the 
financial condition, operating results, assets, operations or business 
prospects of the Company and its Subsidiaries taken as a whole).  
Notwithstanding the foregoing, the financial statements referred to in 
paragraphs (g) and (d) shall be in the form of a Form 10-Q and Form 10-K 
respectively, so long as the Company remains subject to the requirements of 
the Securities Exchange Act.

     3.2  INSPECTION OF PROPERTY. The Company shall permit any 
representatives designated by CORESTAFF (so long as CORESTAFF holds any 
Stock) or any holder of at least 15% of the outstanding Stock, upon 
reasonable notice and during normal business hours and such other times as 
any such holder may reasonably request, to (i) visit and inspect any of the 
properties of the Company and its Subsidiaries, (ii) examine the corporate 
and financial records of the Company and its Subsidiaries and make copies 
thereof or extracts therefrom and (iii) discuss the affairs, finances and 
accounts of any such corporations with the directors, officers, key employees 
and independent accountants of the Company and its Subsidiaries; provided 
that the Company shall have the right to have its chief financial officer 
present at any meetings with the Company's independent accountants.

     3.3  RESTRICTIONS. The Company shall not without the prior written 
consent of the holders of a majority of the Investor Common:

          (a)  directly or indirectly declare or pay any dividends or make 
any distributions upon any of its equity securities, other than payments of 
dividends on, or redemption payments in respect of, the Common Stock pursuant 
to the Certificate of incorporation;

          (b)  directly or indirectly redeem, purchase or otherwise acquire, 
or permit any Subsidiary to redeem, purchase or otherwise acquire, any of the 
Company's equity securities (including, without limitation, warrants, options 
and other rights to acquire equity securities),

          (c)  except as expressly contemplated by this Agreement and the 
Senior Management Agreements, authorize, issue, sell or enter into any 
agreement providing for the issuance (contingent or otherwise), or permit any 
Subsidiary to authorize, issue, sell or enter into any agreement providing 
for the issuance (contingent or otherwise) of, (i) any notes or debt 
securities containing equity features (including, without limitation, any 
notes or debt securities convertible into or exchangeable for equity 
securities, issued in connection with the issuance of equity securities or 
containing profit participation features) or (ii) any equity securities (or 
any securities convertible into or exchangeable for any equity securities) or 
rights to acquire any 

                                       -6-

<PAGE>

equity securities, other than the issuance of equity securities by a 
Subsidiary to the Company or another Subsidiary;

          (d)  merge or consolidate with any Person or permit any Subsidiary 
to merge or consolidate with any Person (other than a wholly owned 
Subsidiary);

          (e)  sell, lease or otherwise dispose of, or permit any Subsidiary 
to sell, lease or otherwise dispose of, more than 5 % of the consolidated 
assets of the Company and its Subsidiaries (computed on the basis of book 
value, determined in accordance with generally accepted accounting principles 
consistently applied, or fair market value, determined by the Board in its 
reasonable good faith judgment) in any transaction or series of related 
transactions (other than sales of inventory in the ordinary course of 
business);

          (f)  liquidate, dissolve or effect a recapitalization or 
reorganization in any form of transaction (including, without limitation, any 
reorganization into partnership form);

          (g)  acquire, or permit any Subsidiary to acquire, any interest in 
any business (whether by a purchase of assets, purchase of stock, merger or 
otherwise), or enter into any joint venture;

          (h)  enter into, or permit any Subsidiary to enter into, the 
ownership, active management or operation of any business other than the 
operation of veterinary practices and clinics;

          (i)  enter into, or permit any Subsidiary to enter into, any 
transaction with any of its or any Subsidiary's officers, directors, 
employees or Affiliates or any individual related by blood, marriage or 
adoption to any such Person (a "RELATIVE") or any entity in which any such 
Person or individual owns a beneficial interest (a "RELATED ENTITY"), except 
for normal employment arrangements and benefit programs on reasonable terms 
and except as otherwise expressly contemplated by this Agreement, the Senior 
Management Agreements and the Professional Services Agreement; provided that 
in no event shall any Relative or Related Entity he employed by, render 
services to or receive compensation from the Company or any Subsidiary; or

          (j)  create, incur, assume or suffer to exist, or permit any 
Subsidiary to create, incur, assume or suffer to exist, Indebtedness 
exceeding the amounts approved therefor by the Board in the annual budget.

     3.4  AFFIRMATIVE COVENANTS. So long as CORESTAFF holds any Stock, the 
Company shall, and shall cause each Subsidiary to:

          (a)  comply with all applicable laws, rules and regulations of all 
governmental authorities, the violation of which would reasonably be expected 
to have a material 

                                       -7-

<PAGE>

adverse effect upon the financial condition, operating results, assets, 
operations or business prospects of the Company and its Subsidiaries taken as 
a whole, and pay and discharge when payable all taxes, assessments and 
governmental charges (except to the extent the same are being contested in 
good faith and adequate reserves therefor have been established); and

          (b)  enter into and maintain appropriate nondisclosure and 
non-compete agreements with its key employees.

     3.5  CURRENT PUBLIC INFORMATION. The Company shall file all reports 
required to be filed by it under the Securities Act and the Securities 
Exchange Act and the rules and regulations adopted by the Securities and 
Exchange Commission thereunder and shall take such further action as any 
holder or holders of Restricted Securities may reasonably request, all to the 
extent required to enable such holders to sell Restricted Securities pursuant 
to (i) Rule 144 adopted by the Securities and Exchange Commission under the 
Securities Act (as such rule may be amended from time to time) or any similar 
rule or regulation hereafter adopted by the Securities and Exchange 
Commission or (ii) a registration statement on Form 5-2 or 5-3 or any similar 
registration form hereafter adopted by the Securities and Exchange 
Commission. Upon request, the Company shall deliver to any holder of 
Restricted Securities a written statement as to whether it has complied with 
such requirements.

     3.6  PUBLIC DISCLOSURES.  The Company shall not, nor shall it permit any 
Subsidiary to, disclose CORESTAFF's name or identity as an investor in the 
Company in any press release or other public announcement or in any document 
or material filed with any governmental entity, without the prior written 
consent of CORESTAFF, unless such disclosure is required by applicable law or 
governmental regulations or by order of a court of competent jurisdiction, in 
which case prior to making such disclosure the Company shall give written 
notice to CORESTAFF describing in reasonable detail the proposed content of 
such disclosure and shall permit CORESTAFF to review and comment upon the 
form and substance of such disclosure.

                                       -8-

<PAGE>

     3.7  ELECTION OF DIRECTOR.  The Company hereby agrees to elect one 
representative designated by CORESTAFF to the Company's Board of Directors 
immediately following the Closing. The Company and Steven Solomon hereby 
agree to use their best efforts to nominate and elect such designee at all 
annual or special stockholder meetings for which directors are being elected 
until such time as CORESTAFF is the beneficial owner of less than two percent 
(2)% of the Company's then outstanding Common Stock.

                                   ARTICLE IV
                        TRANSFER OF RESTRICTED SECURITIES
                        ---------------------------------

     4.1  TRANSFER OF RESTRICTED SECURITIES.

          (a)  Restricted Securities are transferable only pursuant to (i) 
public offerings registered under the Securities Act, (ii) Rule 144 or Rule 
144A of the Securities and Exchange Commission (or any similar rule or rules 
then in force) if such rule or rules are available and (iii) subject to the 
conditions specified in PARAGRAPH (b) below, any other legally available 
means of transfer.

          (b)  In connection with the transfer of any Restricted Securities 
(other than a transfer described in subparagraph 4(i)(a) or (b) above), the 
holder thereof shall deliver written notice to the Company describing in 
reasonable detail the transfer or proposed transfer, together with an opinion 
of Hogan & Hartson, LLP or other counsel which (to the Company's reasonable 
satisfaction) is knowledgeable in securities law matters to the effect that 
such transfer of Restricted Securities may be effected without registration 
of such Restricted Securities under the Securities Act. In addition, if the 
holder of the Restricted Securities delivers to the Company an opinion of 
Hogan & Hartson, LLP or such other counsel that no subsequent transfer of 
such Restricted Securities shall require registration under the Securities 
Act, the Company shall promptly upon such contemplated transfer deliver new 
certificates for such Restricted Securities which do not bear the Securities 
Act legend set forth in SECTION 7.3.  If the Company is not required to 
deliver new certificates for such Restricted Securities not bearing such 
legend, the holder thereof shall not transfer the same until the prospective 
transferee has confirmed to the Company in writing its agreement to be bound 
by the conditions contained in this paragraph and SECTION 7.3.

          (c)  Upon the request of CORESTAFF, the Company shall promptly 
supply to CORESTAFF or its prospective transferees all information regarding 
the Company required to be delivered in connection with a transfer pursuant 
to Rule 144A of the Securities and Exchange Commission.

                                       -9-

<PAGE>

                                    ARTICLE V
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY
                  ---------------------------------------------

     As a material inducement to CORESTAFF to enter into this Agreement and 
purchase the Stock, the Company hereby represents and warrants to CORESTAFF 
that:

     5.1  ORGANIZATION AND CORPORATE POWER. The Company is a corporation duly 
organized, validly existing and in good standing under the laws of Delaware 
and is qualified to do business in every jurisdiction in which the failure to 
so qualify might reasonably be expected to have a material adverse effect on 
the financial condition, operating results, assets, operations or business 
prospects of the Company and its Subsidiaries taken as a whole. The Company 
has all requisite corporate power and authority and all material licenses, 
permits and authorizations necessary to own and operate its properties, to 
carry on its businesses as now conducted and presently proposed to be 
conducted and to carry out the transactions contemplated by this Agreement. 
The copies of the Company's Certificate of Incorporation and bylaws which 
have been furnished to CORESTAFF's counsel reflect all amendments made 
thereto at any time prior to the date of this Agreement and are correct and 
complete.

     5.2  CAPITAL STOCK AND RELATED MATTERS.

          (a)  As of the Closing and immediately thereafter, the authorized 
capital stock of the Company shall consist of __________ shares of Common 
Stock, of which (i) __________ shares are issued and outstanding, __________ 
of which shall be reserved for issuance to CORESTAFF pursuant to the Option 
Agreement, and _________ of which shall be reserved for issuance to the 
executives pursuant to outstanding options (the "Outstanding Options"). As of 
the Closing, the Company shall not have outstanding any stock or securities 
convertible or exchangeable for any shares of its capital stock or containing 
any profit participation features, nor shall it have outstanding any rights 
or options to subscribe for or to purchase its capital stock or any stock or 
securities convertible into or exchangeable for its capital stock or any 
stock appreciation rights or phantom stock plans other than pursuant to and 
as contemplated by this Agreement, the Option Agreement and the Company's 
Stock Option Plan. As of the Closing, the Company shall not be subject to any 
obligation (contingent or otherwise) to repurchase or otherwise acquire or 
retire any shares of its capital stock or any warrants, options or other 
rights to acquire its capital stock, except pursuant to this Agreement, the 
Option Agreement, and the Outstanding Options. As of the Closing, all of the 
outstanding shares of the Company's capital stock shall be validly issued, 
hilly paid and nonassessable.

          (b)  There are no statutory or, to the best of the Company's 
knowledge, contractual stockholders preemptive rights or rights of refusal 
with respect to the issuance of the Stock hereunder, except as expressly 
provided herein.  Based in part on the investment representations of 
CORESTAFF in SECTION 7.3 hereof, the Company has not violated any applicable 
federal or state securities laws in connection with the offer, sale or 
issuance of any of 

                                       -10-

<PAGE>

its capital stock, and the offer, sale and issuance of the Stock hereunder do 
not and will not require registration under the Securities Act or any 
applicable state securities laws. To the best of the Company's knowledge, 
there are no agreements between the Company's stockholders with respect to 
the voting or transfer of the Company's capital stock or with respect to any 
other aspect of the Company's affairs, except for this Agreement.

     5.3  SUBSIDIARIES; INVESTMENTS.  The Company does not own or hold any 
shares of stock or any other security or interest in any other Person or any 
rights to acquire any such security or interest, and the Company has never 
had any Subsidiary.

     5.4  AUTHORIZATION; NO BREACH. The execution, delivery and performance 
of this Agreement, the Documents and all other agreements contemplated hereby 
to which the Company is a party and the filing of the Certificate of 
Incorporation have been duly authorized by the Company. This Agreement, the 
Documents, the Certificate of Incorporation and all other agreements 
contemplated hereby each constitutes a valid and binding obligation of the 
Company, enforceable in accordance with its terms. The execution and delivery 
by the Company of this Agreement, the Documents and all other agreements 
contemplated hereby to which the Company is a party, the offering, sale and 
issuance of the Stock hereunder, the Certificate of Incorporation and the 
fulfillment of and compliance with the respective terms hereof and thereof by 
the Company do not and will not (i) conflict with or result in a breach of 
the terms, conditions or provisions of, (ii) constitute a default under, 
(iii) result in the creation of any lien, security interest, charge or 
encumbrance upon the Company's capital stock or assets pursuant to. (iv) give 
any third party the right to modify, terminate or accelerate any obligation 
under, (v) result in a violation of, or (vi) require any authorization, 
consent, approval, exemption or other action by or notice to any court or 
administrative or governmental body pursuant to, the Certificate of 
Incorporation or bylaws of the Company, or any law, statute, rule or 
regulation to which the Company is subject, or any agreement, instrument, 
order, judgment or decree to which the Company is a party or by which it is 
bound.

     5.5  FINANCIAL STATEMENTS.

          (a) Attached hereto as SCHEDULE 5.5(a) are the following financial 
statements (collectively the "FINANCIAL STATEMENTS") (i) audited balance 
sheet and statement of income, changes in stockholder's equity, and cash flow 
as of and for the fiscal years ended December 31, 1995 and 1996 (the "MOST 
RECENT FISCAL YEAR END") for the Company, and (ii) an unaudited balance sheet 
and statement of income, changes in stockholders' equity, and cash flow as of 
and for the six months ended June 30, 1997. The Financial Statements have 
been prepared in accordance with GAAP applied on a consistent basis 
throughout the periods covered thereby, are correct and complete, fairly 
present the financial condition of the Company as of such dates, and are 
Consistent with the books and records of the Company (which books and records 
are correct and complete). The Financial Statements for year ended December 
31, 1996 were audited by Grant Thornton, LLP.

                                       -11-

<PAGE>

     The Company and its Subsidiaries do not have any material obligation or 
liability (whether accrued, absolute, contingent, unliquidated or otherwise, 
whether or not known to the Company or any Subsidiary, whether due or to 
become due and regardless of when asserted) other than: (i) liabilities set 
forth on most recent balance sheet (including any notes thereon delivered to 
CORESTAFF pursuant to SECTION 3.1 hereof, (ii) liabilities and obligations 
which have arisen after the date of such balance sheet in the ordinary course 
of business (none of which is a material liability resulting from breach of 
contract, breach of warranty, tort. infringement, claim or lawsuit) and (iii) 
liabilities and obligations which have been disclosed to and approved by 
CORESTAFF.

     5.6  TAX MATTERS. The Company has filed all tax returns (if any) which 
it is required to file under applicable laws and regulations; all such 
returns are complete and correct in all material respects; the Company has 
paid all taxes due and owing by it and has withheld and paid over all taxes 
which it is obligated to withhold from amounts paid or owing to any employee, 
stockholder, creditor or other third party; the Company has not waived any 
statute of limitations with respect to taxes or agreed to any extension of 
time with respect to a tax assessment or deficiency; the assessment of any 
additional taxes for periods for which returns have been filed is not 
expected; no foreign, federal, state or local tax audits are pending or being 
conducted with respect to the Company, no information related to tax matters 
has been requested by any foreign, federal, state or local taxing authority 
and no notice indicating an intent to open an audit or other review has been 
received by the Company from any foreign, federal, state or local taxing 
authority; and there are no unresolved questions or claims concerning the 
Company's tax liability. The Company has not made an election under Section 
341(f) of the IRC.

     5.7  LITIGATION. ETC. Except as set forth on SCHEDULE 5.7 (Litigation) 
attached hereto, there are no actions, suits, proceedings, orders, 
investigations or claims pending or, to the best of the Company's knowledge, 
threatened against or affecting the Company (or to the best of the Company's 
knowledge, pending or threatened against or affecting any of the officers, 
directors or employees of the Company with respect to their businesses or 
proposed business activities) at law or in equity, or before or by any 
governmental department, commission, board, bureau, agency or instrumentality 
(including, without limitation, any actions, suit, proceedings or 
investigations with respect to the transactions contemplated by this 
Agreement) which could have a material adverse effect on the financial 
condition, operating results, assets, operations or business prospects of the 
Company and its Subsidiaries taken as a whole; the Company is not subject to 
any arbitration proceedings under collective bargaining agreements or 
otherwise or, to the best of the Company's knowledge, any governmental 
investigations or inquiries; and, to the best of the Company's knowledge, 
there is no basis for any of the foregoing. The Company is not subject to any 
judgment, order or decree of any court or other governmental agency. The 
Company has not received any opinion or memorandum or legal advice from legal 
counsel to the effect that it is exposed, from a legal standpoint, to any 
liability or disadvantage which may be material to its business.

                                       -12-

<PAGE>

     5.8  BROKERAGE.  Except as set forth on SCHEDULE 5.8 (Brokerage) 
attached hereto, there are no claims for brokerage commissions, finders, fees 
or similar compensation in connection with the transactions contemplated by 
this Agreement based on any arrangement or agreement binding upon the 
Company.  The Company shall pay, and hold CORESTAFF harmless against, any 
liability, loss or expense (including, without limitation, attorneys, fees 
and out-of-pocket expenses) arising in connection with any such claim.

     5.9  GOVERNMENTAL CONSENT. ETC.  No permit, consent, approval or 
authorization of, or declaration to or filing with, any governmental 
authority is required in connection with the execution, delivery and 
performance by the Company of this Agreement or the other agreements 
contemplated hereby, or the consummation by the Company of any other 
transactions contemplated hereby or thereby.

     5.10 ERISA. Except as set forth on SCHEDULE 5.10 hereto, the Company 
does not maintain or have any obligation to contribute to or any other 
liability with respect to or under (including but not limited to current or 
potential withdrawal liability), nor has it ever maintained or had any 
obligation to contribute to or any other liability with respect to or under, 
(i) any plan or arrangement whether or not terminated, which provides 
medical, health, life insurance or other welfare type benefits for current or 
future retired or terminated employees (except for limited continued medical 
benefit coverage required to be provided under Section 4980B of the IRC or as 
required under applicable state law), (ii) any "multiemployer plan" (as 
defined in Section 3(37) of the Employee Retirement Income Security Act of 
1974, as amended ("ERISA"), (iii) any employee plan which is a tax- qualified 
"defined benefit plan" (as defined in Section 3(35) of ERISA), whether or not 
terminated, (iv) any employee plan which is a tax-qualified "defined 
contribution plan" (as defined in Section 3(34) of ERISA), whether or not 
terminated, or (v) any other plan or arrangement providing benefits to 
current or former employees, including any bonus plan, plan for deferred 
compensation, employee health or other welfare benefit plan or other 
arrangement, whether or not terminated.  For purposes of this SECTION 5.10, 
the term "Company includes all organizations under common control with the 
Company pursuant to Section 414(b) or (c) of the IRC.

     5.11 COMPLIANCE WITH LAWS. The Company has not violated any law or any 
governmental regulation or requirement which violation would reasonably be 
expected to have a material adverse effect upon the financial condition, 
operating results, assets, operations or business prospects of the Company, 
and the Company has not received notice of any such violation. The Company is 
not subject to any clean up liability, and the Company has no reason to 
believe it may become subject to any clean up liability, under any federal, 
state or local environmental law, rule or regulation.

     5.12 COMPLIANCE WITH SECURITIES LAWS.  The Company has complied in all
material respects with all laws, rules, regulations and requirements of the
Securities Act, the Securities Exchange Act and any other Federal or state
securities laws. The Company has made 

                                       -13-

<PAGE>

all filings required to be made with the Securities and Exchange Commission 
and all of such filings are true and correct in all material respects.

     5.13 DISCLOSURE Neither this Agreement nor any of the schedules, 
attachments, written statements, documents, certificates or other items 
prepared or supplied to CORESTAFF by or on behalf of the Company with respect 
to the transactions contemplated hereby contain any untrue statement of a 
material fact or omit a material fact necessary to make each statement 
contained herein or therein not misleading.  There is no fact which the 
Company has not disclosed to CORESTAFF in writing and of which any of its 
officers, directors or executive employees is aware and which has had or 
might reasonably be anticipated to have a material adverse effect upon the 
existing or expected financial condition, operating results, assets, customer 
or supplier relations, employee relations or business prospects of the 
Company.

     5.13 CLOSING DATE.  The representations and warranties of the Company 
contained in this SECTION 5 and elsewhere in this Agreement and all 
information contained in any exhibit, schedule or attachment hereto or in any 
writing delivered by, or on behalf of, the Company to CORESTAFF shall be true 
and correct in all material respects on the date of the Closing as though 
then made, except as affected by the transactions expressly contemplated by 
this Agreement.

                                   ARTICLE VI
                                   DEFINITIONS
                                   -----------

     6.1  For the purposes of this Agreement, the following terms have the 
meanings set forth below:

          "AFFILIATE" of any particular person or entity means any other 
person or entity controlling, controlled by or under common control with such 
particular person or entity.

          "COMMON STOCK" means the Company's common stock, par value $.01 per 
share.

          "INDEBTEDNESS" means all indebtedness for borrowed money (including 
purchase money obligations) maturing one year or more from the date of 
creation or incurrence thereof or renewable or extendible at the option of 
the debtor to a date one year or more from the date of creation or incurrence 
thereof, all indebtedness under revolving credit arrangements extending over 
a year or more, all capitalized lease obligations and all guarantees of any 
of the foregoing.

          "INVESTOR COMMON" means (i) the Stock issued hereunder and (ii) any 
Common Stock issued or issuable with respect to the Common Stock referred to 
in clause (i) above by way of stock dividends or stock splits or in 
connection with a combination of shares. 

                                       -14-

<PAGE>

recapitalization, merger, consolidation or other reorganization.  As to any 
particular shares of Investor Common, such shares shall cease to be Investor 
Common when they have been (a) effectively registered under the Securities 
Act and disposed of in accordance with the Registration statement covering, 
them or (b) distributed to the public through a broker, dealer or market 
maker pursuant to Rule 144 under the Securities Act (or any similar rule then 
in force).

          "INVESTOR STOCK" means the Investor Common and all shares of Common 
Stock acquired pursuant to exercise of the Option Agreement.

          "IRC" means the Internal Revenue Code of 1986, as amended, and any 
reference to any particular IRC section shall be interpreted to include any 
revision of or successor to that section regardless of how numbered or 
classified.

          "OFFICER'S CERTIFICATE" means a certificate signed by the Company's 
president or its chief financial officer, stating that (i) the officer 
signing such certificate has made or has caused to be made such 
investigations as are necessary in order to permit him to verify the accuracy 
of the information set forth in such certificate and (ii) to the best of such 
officer's knowledge, such certificate does not misstate any material fact and 
does not omit to state any fact necessary to make the certificate not 
misleading.

          "PERSON" means an individual, a partnership, a limited liability 
company, a corporation, an association, a joint stock company, a trust, a 
joint venture, an unincorporated organization and a governmental entity or 
any department, agency or political subdivision thereof.

          "RESTRICTED SECURITIES" means (i) the Stock issued hereunder and 
pursuant to the Option Agreement and (ii) any securities issued with respect 
to the securities referred to in clause (i) above by way of a stock dividend 
or stock split or in connection with a combination of shares, 
recapitalization, merger, consolidation or other reorganization. As to any 
particular Restricted Securities, such securities shall cease to be 
Restricted Securities when they have (A) been effectively registered under 
the Securities Act and disposed of in accordance with the registration 
statement covering them, (B)become eligible for sale pursuant to Rule 144(k) 
(or any similar provision then in force) under the Securities Act or (C) been 
otherwise transferred and new certificates for them not bearing the 
Securities Act legend set forth in SECTION 7.3 have been delivered by the 
Company in accordance with SECTION 4.1(b). Whenever any particular securities 
cease to be Restricted Securities, the holder thereof shall be entitled to 
receive from the Company, without expense, new securities of like tenor not 
bearing a Securities Act legend of the character set forth in SECTION 7.3.

          "SECURITIES ACT" means the Securities Act of 1933, as amended, or 
any similar federal law then in force.

                                       -15-

<PAGE>

          "SECURITIES EXCHANGE ACT" means the Securities Exchange Act of 
1934. as amended, or any similar federal law then in force.

          "SECURITIES AND EXCHANGE COMMISSION" includes any governmental body 
or agency succeeding to the functions thereof.

          "SUBSIDIARY" means any corporation of which the securities having a 
majority of the ordinary voting power in electing the board of directors are, 
at the time as of which any determination is being made, owned by the Company 
either directly or through one or more Subsidiaries.

                                   ARTICLE VII
                                  MISCELLANEOUS
                                  -------------

     7.1  EXPENSES. Each party agrees to bear its own expenses associated 
with the transactions contemplated hereby.

     7.2  REMEDIES.  Each holder of Investor Stock shall have all rights and 
remedies set forth in this Agreement and the Certificate of Incorporation and 
all rights and remedies which such holders have been granted at any time 
under any other agreement or contract and all of the rights which such 
holders have under any law. Any Person having any rights under any provision 
of this Agreement shall & entitled to enforce such rights specifically 
(without posting a bond or other security), to recover damages by reason of 
any breach of any provision of this Agreement and to exercise all other 
rights granted by law.

     7.3  CORESTAFF'S INVESTMENT REPRESENTATIONS.  CORESTAFF hereby 
represents that it is acquiring the Restricted Securities purchased hereunder 
or acquired pursuant hereto for its own account with the present intention of 
holding such securities for purposes of investment, and that it has no 
intention of selling such securities in a public distribution in violation of 
the federal securities laws or any applicable state securities laws; provided 
that nothing contained herein shall prevent CORESTAFF and subsequent holders 
of Restricted Securities from transferring such securities in compliance with 
the provisions of ARTICLE IV hereof Each certificate for Restricted 
Securities shall be imprinted with a legend in substantially the following 
form:

          "The securities represented by this certificate here 
          originally issued on ____________ and have not been 
          registered under the Securities Act of 1933, as amended.  
          The transfer of the securities represented by this 
          certificate is subject to the conditions specified in the 
          Purchase Agreement, dated as of _______________ 1997, 
          between the issuer (the "Company") and a certain 
          investor, and the Company reserves the right to refuse 
          the transfer of such securities 

                                       -16-

<PAGE>

          until such conditions have been fulfilled with respect to 
          such transfer.  A copy of such conditions shall be furnished 
          by the Company to the holder hereof upon written request and 
          without charge."

     7.4  CONSENT TO AMENDMENTS. Except as otherwise expressly provided 
herein, the provisions of this Agreement may be amended and the Company may 
take any action herein prohibited, or omit to perform any act herein required 
to be performed by it, only if the Company has obtained the written consent 
of the holders of a majority of the Investor Stock. No other course of 
dealing between the Company and the holder of any Stock or any delay in 
exercising any fights hereunder or under the Certificate of Incorporation 
shall operate as a waiver of any rights of any such holders. For purposes of 
this Agreement, shares of Stock held by the Company or any Subsidiaries shall 
not be deemed to be outstanding.

     7.5  SURVIVAL OF REPRESENTATION AND WARRANTIES.  All representations and 
warranties contained herein or made in writing by any party in connection 
herewith shall survive the execution and delivery of this Agreement and the 
consummation of the transactions contemplated hereby, regardless of any 
investigation made by CORESTAFF or on its behalf

     7.6  SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided 
herein, all covenants and agreements contained in this Agreement by or on 
behalf of any of the parties hereto shall bind and inure to the benefit of 
the respective successors and assigns of the parties hereto whether so 
expressed or not. In addition, and whether or not any express assignment has 
been made, the provisions of this Agreement which are for CORESTAFF's benefit 
as a purchaser or holder of Stock are also for the benefit of, and 
enforceable by, any subsequent holder of such Stock. The rights and 
obligations of CORESTAFF under this Agreement and the agreements contemplated 
hereby may be assigned by CORESTAFF at any time, in whole or in part, to any 
Subsidiary of CORESTAFF, or any successor thereto.

     7.7  GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.  Where any accounting 
determination or calculation is required to be made under this Agreement or 
the exhibits hereto, such determination or calculation (unless otherwise 
provided) shall be made in accordance with generally accepted accounting 
principles, consistently applied, except that if because of a change in 
generally accepted accounting principles the Company would have to alter a 
previously utilized accounting method or policy in order to remain in 
compliance with generally accepted accounting principles, such determination 
or calculation shall continue to be made in accordance with the Company's 
previous accounting methods and policies.

     7.8  SEVERABILITY. Whenever possible, each provision of this Agreement 
shall be interpreted in such manner as to be effective and valid under 
applicable law, but if any provision of this Agreement is held to be 
prohibited by or invalid under applicable law, such provision shall be 
ineffective only to the extent of such prohibition or invalidity, without 
invalidating, the remainder of this Agreement.

                                       -17-

<PAGE>

     7.9  COUNTERPARTS. This Agreement may be executed simultaneously in two 
or more counterparts, any one of which need not contain the signatures of 
more than one party, but all such counterparts taken together shall 
constitute one and the same Agreement.

     7.10 DESCRIPTIVE HEADINGS; INTERPRETATION. The descriptive headings of 
this Agreement are inserted for convenience only and do not constitute a 
Section of this Agreement. The use of the word "including" in this Agreement 
shall be by way of example rather than by limitation.

     7.11 GOVERNING LAW. The corporate law of Delaware shall govern all 
issues concerning the relative rights of the Company and its stockholders.  
All other questions concerning the construction, validity and interpretation 
of this Agreement and the exhibits and schedules hereto shall he governed by 
and construed in accordance with the internal laws of the State of Illinois. 
without giving effect to any choice of law or conflict of law provision or 
rule (whether of the State of Illinois or any other jurisdiction) that would 
cause the application of the laws of any jurisdiction other than the State of 
Texas.

     7.12 NOTICES.  All notices, demands or other communications to be given 
or delivered under or by reason of the provisions of this Agreement shall be 
in writing and shall be deemed to have been given when delivered personally 
to the recipient, sent to the recipient by reputable express courier service 
(charges prepaid), 48 hours after being deposited to the recipient by United 
States mail, first class, postage prepaid, or sent by facsimile. Such 
notices, demands and other communications shall be sent to CORESTAFF and to 
the Company at the address indicated below:

          IF TO THE COMPANY:

               Citadel Technology, Inc.
               3811 Turtle Creek Boulevard, Suite 600
               Dallas, TX 75219
               Attention:     Steven B. Solomon
               Tel No.:       (214) 520-9292
               Fax No.:       (214) 520-0034


                                       -18-

<PAGE>

          IF TO CORESTAFF:

               COREStaff, Inc.
               4400 Post Oak Parkway, Suite 2000
               Houston, TX 77027
               Attention: Kenneth R. Johnsen
               Tel No.:       (281) 602-3485
               Fax No.:       (281) 602-3430

          with a copy to:

               Peter T. Dameris, Esq.
               COREStaff, Inc.
               4400   Post Oak Parkway, Suite 1130
               Houston, TX 77027
               Tel No.:  (281) 602-3400
               Fax No.:  (713) 627-1059

or to such other address or to the attention of such other person as the 
recipient party has specified by prior written notice to the sending party.

     7.13.     ARBITRATION. THE PARTIES AGREE TO SUBMIT TO ARBITRATION, IN 
ACCORDANCE WITH THESE PROVISIONS, ANY DISPUTED CLAIM OR CONTROVERSY ARISING 
FROM OR RELATED TO THE ALLEGED BREACH OF THIS AGREEMENT OR ANY DISPUTED CLAIM 
MADE PURSUANT TO SECTION 2.3, THE FIRST STEP LICENSE AGREEMENT OR THE FIRST 
STEP SOFTWARE. THE PARTIES FURTHER AGREE THAT THE ARBITRATION PROCESS AGREED 
UPON HEREIN SHALL BE THE EXCLUSIVE MEANS FOR RESOLVING ALL DISPUTES MADE 
SUBJECT TO ARBITRATION HEREIN, BUT THAT NO ARBITRATOR SHALL HAVE AUTHORITY TO 
EXPAND THE SCOPE OF ThESE ARBITRATION PROVISIONS.  ANY ARBITRATION HEREUNDER 
SHALL BE CONDUCTED UNDER THE PROCEDURES OF THE AMERICAN ARBITRATION 
ASSOCIATION (AAA). EITHER PARTY MAY INVOKE ARBITRATION PROCEDURES HEREIN BY 
WRITTEN NOTICE FOR ARBITRATION CONTAINING A STATEMENT OF THE MATTER TO BE 
ARBITRATED. THE PARTIES SHALL THEN HAVE FOURTEEN (14) DAYS IN WHICH THEY MAY 
IDENTIFY A MUTUALLY AGREEABLE, NEUTRAL ARBITRATOR.  AFTER THE FOURTEEN (14) 
DAY PERIOD HAS EXPIRED, THE PARTIES SHALL PREPARE AND SUBMIT TO THE AAA A 
JOINT SUBMISSION, WITH EACH PARTY TO CONTRIBUTE HALF OF THE APPROPRIATE 
ADMINISTRATIVE FEE. IN THE EVENT THE PARTIES CANNOT AGREE UPON A NEUTRAL 
ARBITRATOR WITHIN FOURTEEN (14) DAYS AFTER WRITTEN NOTICE FOR ARBITRATION IS 
RECEIVED, THEIR JOINT SUBMISSION TO THE AAA SHALL REQUEST A PANEL OF THREE 
ARBITRATORS WHO ARE PRACTICING ATTORNEYS WITH PROFESSIONAL EXPERIENCE IN THE 
FIELD OF CORPORATE LAW, AND THE PARTIES SHALL ATTEMPT TO SELECT AN ARBITRATOR 
FROM THE PANEL ACCORDING TO AAA PROCEDURES. UNLESS OTHERWISE AGREED BY THE 
PARTIES, THE ARBITRATION HEARING SHALL TAKE PLACE IN HOUSTON, TEXAS, AT A 
PLACE DESIGNATED BY THE AAA.  ALL ARBITRATION 

                                       -19-

<PAGE>

PROCEDURES HEREUNDER SHALL BE CONFIDENTIAL.  EACH PARTY SHALL BE RESPONSIBLE 
FOR ITS COSTS INCURRED IN ANY ARBITRATION. AND THE ARBITRATOR SHALL NOT HAVE 
AUTHORITY TO INCLUDE ALL OR ANY PORTION OF SAID COSTS IN AN AWARD, REGARDLESS 
OF WHICH PARTY PREVAILS. THE ARBITRATOR MAY INCLUDE EQUITABLE RELIEF. ANY 
ARBITRATION AWARDED SHALL BE ACCOMPANIED BY A WRITTEN STATEMENT CONTAINING A 
SUMMARY OF THE ISSUES IN CONTROVERSY, A DESCRIPTION OF THE AWARD, AND AN 
EXPLANATION OF THE REASONS FOR THE AWARD.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on 
the date first written above.

                         CITADEL TECHNOLOGY, INC.


                         By:
                            ----------------------------------
                              Name:
                                   ---------------------------
                              Title:                         
                                   ---------------------------


                         CORESTAFF, INC.


                         By:                                 
                            ----------------------------------
                              Name:                          
                                   ---------------------------
                              Title:                         
                                   ---------------------------


                         For purposes of Section 3.7 hereof only:


                         ---------------------------------------
                         Steven B. Solomon


                                       -20-