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


     THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of
April 8, 1998, by and between OutSource International, Inc., a Florida
corporation (the "Company"), and Scott Francis ("Employee").

     WHEREAS, the Company, through its Board of Directors, desires to retain the
services of Employee, and Employee desires to be retained by the Company, on the
terms and conditions set forth in this Agreement;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:

     1. Employment. The Company hereby employs Employee, and Employee hereby
accepts employment, as Chief Financial Officer of Outsource International, Inc.
upon the terms subject to this Agreement.

     2. Term. The term ("Term") of this Agreement shall commence on April 1,
1998, and shall continue until terminated in accordance with the terms hereof.

     3. Duties. During his employment hereunder, Employee will serve as the
Chief Financial Officer of Outsource International, Inc. Employee shall report
directly to the President of the Company and shall serve at his direction.
Employee shall perform services as assigned by the President of the Company
consistent with the title of Chief Financial Officer. Employee shall diligently
perform such duties and shall devote his entire business skill, time and effort
to his employment and his duties hereunder and shall not during the Term,
directly or indirectly, alone or as a member of a partnership, or as an officer,
director, employee or agent of any other person, firm or business organization
engage in any other business activities or pursuits requiring his personal
service that materially conflict with his duties here-under or the diligent
performance of such duties. This shall not, however, preclude Employee from
serving on boards of directors of other corporations; provided that such service
does not conflict with the duties of Employee hereunder or result in a conflict
of interest. In addition, THE President of the Company will nominate Employee to
serve on the Board of Directors of Outsource International, Inc. for an initial
term of one year.

     4.  Compensation.

         a. Salary. During his employment hereunder, Employee shall be paid an
     initial salary of $200,000.00 per year, payable in equal installments not
     less than monthly ("Base Salary"). The Employee's Base Salary shall be
     reviewed at least annually by the Board of Directors or any Committee of
     the Board delegated the authority to review executive compensation.

<PAGE>
         b. Bonus. In addition to Base Salary, Employee shall be entitled to
     participate in the Company's Stock Option Plan, as amended and restated
     (the "Stock Option Plan") and, in addition, to participate in a Management
     Bonus Program, beginning in calendar year 1998, to be established by the
     Company with an initial targeted bonus for calendar year 1998 of $56,250
     for Employee, based upon the achievement of mutually agreed upon goals and
     objectives (hereafter the "Management Bonus Program"). The bonus shall be
     based on the following:

              (1) 50% Division results
              (2) 30% OSI achieving budget
              (3) 12.5% achieving your individual goals as mutually agreed upon
                  with the President

         The bonus, for year one only, shall be guaranteed to Employee.

         c. Insurance. During his employment hereunder, Employee shall be
     entitled to participate in such health, life, disability and other
     insurance programs, if any, that the Company may offer to other key
     executive employees of the Company from time to time. You will be eligible
     for such benefits as of May 1, 1998.

         d. Other Benefits. During his employment here-under, Employee shall be
     entitled to such other benefits, if any, that the Company may offer to
     other key executive employees of the Company from time to time.

         e. Vacation. Employee shall be entitled to three weeks of vacation
     leave (in addition to holidays) in each calendar year during the Term, or
     such additional amount as may be set forth in the vacation policy that the
     Company shall establish from time to time. Except with respect to vacation
     time unused as the result of a written request by the Company to postpone a
     vacation, any unused vacation from one calendar year shall not carry-over
     to any subsequent calendar year.

         f. Expense Reimbursement. Employee shall, upon submission of
     appropriate supporting documentation, be entitled to reimbursement of
     reasonable out-of-pocket expenses incurred in the perfor-mance of his
     duties hereunder in accordance with policies established by the Company.
     Such expenses shall include, without limitation, reasonable travel and
     entertainment expenses, gasoline and toll expenses and cellular phone use
     charges, if such charges are directly related to the business of the
     Company.

     5.  Grounds for Termination.

         The Board of Directors of the Company may terminate this Agreement for
     any reason at any time including, without limitation, for "Cause." As used
     herein, "Cause" shall mean any of the following: (i) failure on the part of
     Employee to disclose to Company in writing on or before the date hereof
     Employee's breach of or default under any employment, non-compete,
     confidentiality or other agreement between Employee and any prior employer
     of Employee (including without 

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<PAGE>

     limitation any breach or default that might result from Employee's entering
     into or performing his duties and obligations under this Agreement); (ii)
     an act of willful misconduct or gross negligence by Employee in the
     performance of his material duties or obligations to the Company; (iii)
     indictment of Employee for a felony involving moral turpitude, whether
     relating to his employment or otherwise; (iv) an act of dishonesty or
     breach of trust on the part of Employee resulting or intended to result
     directly or indirectly in personal gain or enrichment at the expense of the
     Company; (v) conduct on the part of Employee intended to injure the
     business of the Company; (vi) Employee's addiction to any drug or chemical;
     (vii) Employee's insubordination unless resulting from Employee's refusal
     to do an illegal act; (viii) a material failure of Employee to perform or
     observe the provisions of this Agreement (other than by reason of
     disability as defined herein). The existence of any of the foregoing events
     or conditions, except under clause (iii), shall be determined by the Board
     of Directors (excluding the Employee) in the exercise of its reasonable
     judgment provided that if such occurrence relates to section (i), (vi) or
     (viii) above, it must persist more than (a) five (5) days after notice is
     given to Employee by personal delivery or (b) ten (10) days after a notice
     is given to Employee by any other means, each notice which details the
     occurrence. Notwithstanding the foregoing, if occurrence under sections
     (ii), (v), (vii) or (viii) cannot reasonably be remedied within the time
     periods set forth, the Board of Directors shall not exercise its right to
     terminate under this section if Employee begins to remedy the occurrence
     within the time period and continues actively and diligently in good faith
     to completely remedy such occurrence. As used herein "insubordination"
     means Employee failing to use his best efforts to comply with a written
     directive made by the Company's Board of Directors for any action or
     inaction not inconsistent with the duties set forth here.

     6.  Termination by Employee.

         Employee may terminate this Agreement with Good Reason.  "Good Reason"
     means:

         a.   Without Employee's express written consent, the assignment to
              Employee of duties inconsistent with Employee's position with the
              Company as set forth in this Agreement (including status, offices,
              titles, and reporting requirements), authority, duties, or
              responsibilities contemplated by paragraph 3.

         b.   The Company causes a material change in the nature or scope of the
              authorities, powers, functions, duties or responsibilities
              attached tot he Employee's position as described in paragraph 3.

         c.   At any time the Employee is required, without his written consent,
              to relocate his office more than seventy-five miles from the
              location of the Company's current corporate headquarters;

         d.   The Company decreases the Employee's compensation below the levels
              provided for by the terms of Section 4(a) (taking into account
              increases made from time to time in accordance with Section 4);

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<PAGE>

         e.   A material breach of the provisions of this Agreement by the
              Company (except those set forth in Paragraph 4(a)) and Employee
              provides at least 15 days prior written notice to at least two
              members of the Company's Board of Directors (other than Employee)
              of the existence of such breach and his intention to terminate
              this Agreement (no such termination shall be effective if such
              breach is cured during such period or if the Company is in good
              faith attempting to cure such breach);

         f.   The failure of the Company to comply with the  provisions of
              Paragraph 4(a)for an  uninterrupted 10 day period; or

         g.   The Company materially reduces the Employee's benefits under any
              employee benefit plan, program or arrangement of the Company
              (other than a change that affects all employees similarly
              situated) from the level in effect upon the Employee's
              commencement or participation.

          h.  Notwithstanding anything to the contrary herein, in the event
              Employee notifies Employer of an intent to terminate his
              employment pursuant to paragraph 6(a) or (b), Employee shall be
              entitled to, upon such termination to receive the benefits
              provided in paragraph 7(b) herein; provided however, that if: (i)
              Employee continues his employment for a period of one year from
              the date on which he provided notice under paragraph 6(a) or (b)
              herein to the Company, or (ii) the Company terminates Employee
              during such one year period other than for Cause, as defined
              herein, or other than for unsatisfactory performance, as described
              in paragraph 7(c) herein, upon such termination, employee shall
              then be entitled to receive the benefits provided under paragraphs
              7(b) and 7(c)(i) herein. If during such one year period, there is
              a "Change of Control", as defined herein,, and (x) Employee is
              terminated other than for Cause, as defined herein,, or (y) if
              there is Good Reason (as defined in paragraph 6(a)-(g) hereof for
              Employee to terminate employment hereunder, Employee shall be
              entitled to receive the benefits provided in paragraph 8 herein.
              The provisions of this paragraph 6(h) shall not affecft Employee's
              rights under paragraph 6(c)-(g) or 8 hereof, and shall be
              independent of these provisions. The parties agree that the intent
              of this paragraph 6(h) is to encourage Employee to remain as an
              Employee notwithstanding an intent to terminate his employment
              hereunder pursuant to paragraph 6(a) or (b).

     7.  Payment and Other Provisions Upon Termination.

         a. In the event that: Employee's employment with the Company (including
     its subsidiaries) is terminated by the Company for Cause as provided in
     Paragraph 5; or Employee terminates his employment without Good Reason as
     described in Paragraph 6; then, on or before Employee's last day of
     employment with the Company:

              i. Salary and Bonus Payments: The Company shall pay in a lump sum
         to Employee such amount of compensation due to Employee hereunder for
         services rendered to the Company, as well as compensation for unused
         vacation time, as has accrued but remains 

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<PAGE>

         unpaid. Any and all other rights granted to Employee under this
         Agreement shall terminate as of the date of termination.

              ii. Noncompetition/Nonsolicitation Period. The provisions of
         Paragraph 14 shall continue to apply with respect to Employee for a
         period of one year following the date of termination.

         b. In the event that: Employee's employment with the Company (including
     its subsidiaries) is terminated by the Company for any reason other than
     for Cause as provided in Paragraph 5, and other than as a consequence of
     Employee's death, disability, or normal retirement under the Company's
     retirement plans and practices; or Employee terminates his employment with
     Good Reason as described in Paragraph 6; then:

              i.  Salary and Bonus Payments:

              (A)  On or before Employee's last day of employment with the
                   Company, the Company shall pay to Employee, as compensation
                   for services rendered to the Company, a cash amount equal to
                   the sum of (x) one-half (1/2) of the amount of Employee's
                   Base Salary and (y) ninety percent of one-half (1/2) of the
                   amount of the estimated target bonus under the Management
                   Bonus Program as in effect immediately prior to his date of
                   termination (the "Cash Amount").

              (B)  The final calculation of Employee's target bonus shall be
                   made, and any remaining bonus amount due to Employee paid, in
                   the manner set forth in Section 7.a.i. At the election of the
                   Company, the Cash Amount may be paid to Employee in periodic
                   installments in accordance with the regular salary payment
                   practices of the Company, with the first such installment to
                   be paid on or before Employee's last day of employment with
                   the Company. Notwithstanding the foregoing sentence, the
                   entire Cash Amount shall be paid to Employee during the
                   period not to exceed one year following Employee's last day
                   of employment with the Company. No interest shall be paid
                   with respect to any of the Cash Amount not paid on the
                   Employee's date of termination.

              (C)  For purposes of paragraph 7.b.i., the "Cash Amount" shall
                   mean: (1) if the date of termination is on or before October
                   1, 1998, the sum of Employee's annual base salary plus the
                   Employee's current estimated target bonus under the
                   Management Bonus Program; or (2) if the date of termination
                   is on is after October 1, 1998, but prior to March 1, 1999,
                   the product of one and one-half times the base salary in
                   effect as of the effective date of the termination plus the
                   Employee's current estimated target bonus under the
                   Management Bonus Program; or (3) if the termination is after
                   March 1, 1999, the product of two times the base salary in
                   effect as of the effective date of the termination plus the
                   Employee's current estimated target bonus under the
                   Management Bonus Program

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<PAGE>

              ii. Benefit Plan Coverage: The Company shall maintain in full
         force and effect for Employee and his dependents for one year after the
         date of termination, all life, health, accident, and disability benefit
         plans and other similar employee benefit plans, programs and
         arrangements in which Employee or his dependents were entitled to
         participate immediately prior to the date of termination, in such
         amounts as were in effect immediately prior to the date of termination,
         provided that such continued participation is possible under the
         general terms and provisions of such benefit plans, programs and
         arrangements. In the event that participation in any benefit plan,
         program or arrangement described above is barred, or any such benefit
         plan, program or arrangement is discontinued or the benefits thereunder
         materially reduced, the Company shall arrange to provide Employee and
         his dependents for one year after the date of termination with benefits
         substantially similar to those that they were entitled to receive under
         such benefit plans, programs and arrangements immediately prior to the
         date of termination, or, at the Company's option, a lump sum payment to
         Employee equal to the Company's cost immediately prior to termination
         to provide such benefits. If immediately prior to the date of
         termination the Company provided Employee with any club memberships,
         Employee will be entitled to continue such memberships at his sole
         expense. Notwithstanding any time period for continued benefits stated
         in this Paragraph 7.b.ii, all benefits in this Paragraph 7.b.ii will
         terminate on the date that Employee becomes an employee of another
         employer and eligible to participate in the employee benefit plans of
         such other employer. To the extent that Employee was required to
         contribute amounts for the benefits described in this Paragraph 7.b.ii
         prior to his termination, he shall continue to contribute such amounts
         for such time as these benefits continue in effect after termination.

              iii.[INTENTIONALLY OMITTED]

              iv. Savings and Other Plans: Except as otherwise more specifically
         provided herein or under the terms of the respective plans relating to
         termination of employment, Employee's active participation in any
         applicable savings, retirement, profit sharing or supplemental employee
         retirement plans or any deferred compensation or similar plan of the
         Company or any of its subsidiaries shall continue only through the last
         day of his employment. All other provisions, including any distribution
         and/or vested rights under such plans, shall be governed by the terms
         of those respective plans.

              v. Noncompetition/Nonsolicitation Period. The provisions of
         Paragraph 14 shall continue, beyond the time periods set forth in such
         paragraph, to apply with respect to Employee for the shorter of (x)
         twelve months following the date of termination or (y) until such time
         as the Company has failed to comply with the provisions of Paragraph
         7.b.i for a an uninterrupted 10-day period and such failure is not
         cured within 5 days after written notice of such failure is delivered
         to at least two directors of the Company (other than Employee).

         c. In the event Employee's employment with the Company (including its
     subsidiaries) is terminated by the Company other than for Cause as provided
     in Paragraph 5 and other than as a consequence of Employee's death,
     disability, or normal retirement under the Company's 

                                       6

<PAGE>

     retirement plans and practices, and the reason for such termination is not
     based upon unsatisfactory performance by Employee of his duties hereunder
     as stated in written performance evaluations or other written documents
     prepared by the Company, then the following provision shall apply. This
     same provision shall also apply if Employee terminates his employment with
     Good Reason as described in Paragraph 6.

              i. Exercisability of Stock Options. Notwithstanding the vesting
         period provided for in the Stock Option Plan and any related stock
         option agreements between the Company and Employee for stock options
         ("options") and stock appreciation rights ("rights") granted Employee
         by the Company, all options and stock appreciation rights shall be
         immediately exercisable upon termination of employment. In addition,
         Employee will have the right to exercise all options and rights for the
         shorter of (x) one year following his termination of employment or (y)
         with respect to each option, the remainder of the period of
         exercisability under the terms of the appropriate documents that grant
         such options.

         d. The provisions of this Paragraph 7 shall apply if Employee's
     employment is terminated prior to or more than three years after the
     occurrence of a Change of Control (as defined in Paragraph 8.c). From the
     occurrence of any Change of Control until the second anniversary of such
     Change of Control, the provisions of Paragraph 8 shall apply in place of
     this Paragraph 7, except that in the event that after a Change of Control
     Employee's employment is terminated by Employee without Good Reason or
     Company terminates Employee for Cause, then the provisions of Paragraph 8
     shall not apply and the provisions of Paragraph 7.a shall apply.
     Termination upon death, disability and retirement are covered by Paragraphs
     9, 10, and 11, respectively.

     8. Payment and Other Provisions after Change of Control.

         a. Salary, Performance Award, and Bonus Payments: In the event
     Employee's employment with the Company is terminated within three years
     following the occurrence of a Change of Control (other than as a
     consequence of his death or disability, or of his normal retirement under
     the Company's retirement plans and practices) either (x) by the Company for
     any reason other than for Cause or (z) by Employee with Good Reason as
     provided in Paragraph 6, then Employee shall be entitled to receive from
     the Company, the following:

              i. Base Salary. Two times the Employee's Base Salary as in effect
         at the date of termination shall be paid on the date of termination;

              ii. Target Bonus. Two times ninety percent of the amount of the
         Employee's estimated target bonus under the Management Bonus Program
         for the fiscal year in which the date of termination occurs shall be
         paid on the date of termination; the final calculation of Employee's
         target bonus shall be made, and any remaining bonus amount due to
         Employee paid, in the manner set forth in Section 7.a.i.; and

              iii.[OMITTED INTENTIONALLY]

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<PAGE>

              iv. Other Benefits. All benefits under Paragraphs 7.b.ii, 7.b.iv
         and 7.c.i shall be extended to Employee as described in such
         paragraphs.

         b. Noncompetition/Nonsolicitation Period. In the event of a termination
     under Paragraph 8.a within one year after a Change of Control the
     provisions of Paragraph 14 shall continue to apply as stated in paragraph
     7.b.v.

         c. For purposes of this Agreement, the term "Change of Control" shall
     mean:

              i. The acquisition, other than from the Company, by any
         individual, entity or group (within the meaning of "13(d)(3)" or
         "14(d)(2)" of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act")) of beneficial ownership (within the meaning of Rule
         13d-3 promulgated under the Exchange Act) (any of the foregoing
         described in this Paragraph 8.c.i hereafter a "Person") of 33% or more
         of either (a) the then outstanding shares of Capital Stock of the
         Company (the "Outstanding Capital Stock") or (b) the combined voting
         power of the then outstanding voting securities of the Company entitled
         to vote generally in the election of directors (the "Voting
         Securities"), provided, however, that any acquisition by (x) the
         Company or any of its subsidiaries, or any employee benefit plan (or
         related trust) sponsored or maintained by the Company or any of its
         subsidiaries or (y) any Person that is eligible, pursuant to Rule
         13d-1(b) under the Exchange Act, to file a statement on Schedule 13G
         with respect to its beneficial ownership of Voting Securities, whether
         or not such Person shall have filed a statement on Schedule 13G, unless
         such Person shall have filed a statement on Schedule 13D with respect
         to beneficial ownership of 33% or more of the Voting Securities or (z)
         any corporation with respect to which, following such acquisition, more
         than 60% of, respectively, the then outstanding shares of common stock
         of such corporation and the combined voting power of the then
         outstanding voting securities of such corporation entitled to vote
         generally in the election of directors is then beneficially owned,
         directly or indirectly, by all or substantially all of the individuals
         and entities who were the beneficial owners, respectively, of the
         Outstanding Capital Stock and Voting Securities immediately prior to
         such acquisition in substantially the same proportion as their
         ownership, immediately prior to such acquisition, of the Outstanding
         Capital Stock and Voting Securities, as the case may be, shall not
         constitute a Change of Control; or

              ii. Individuals who, as of the date hereof, constitute the Board
         (the "Incumbent Board") cease for any reason to constitute at least a
         majority of the Board, provided that any individual becoming a director
         subsequent to the date hereof whose election or nomination for election
         by the Company's shareholders, was approved by a vote of at least a
         majority of the directors then comprising the Incumbent Board shall be
         considered as though such individual were a member of the Incumbent
         Board, but excluding, for this purpose, any such individual whose
         initial assumption of office is in connection with an actual or
         threatened election contest relating to the election of the Directors
         of the Company (as such terms are used in Rule 14a-11 of Regulation
         14A, or any successor section, promulgated under the Exchange Act); or

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<PAGE>

              iii.Approval by the shareholders of the Company of a
         reorganization, merger or consolidation (a "Business Combination"), in
         each case, with respect to which all or substantially all holders of
         the Outstanding Capital Stock and Voting Securities immediately prior
         to such Business Combination do not, following such Business
         Combination, beneficially own, directly or indirectly, more than 60%
         of, respectively, the then outstanding shares of common stock and the
         combined voting power of the then outstanding voting securities
         entitled to vote generally in the election of directors, as the case
         may be, of the corporation resulting from Business Combination; or

              iv. (a) a complete liquidation or dissolution of the Company or
         (b) a sale or other disposition of all or substantially all of the
         assets of the Company other than to a corporation with respect to
         which, following such sale or disposition, more than 60% of,
         respectively, the then outstanding shares of common stock and the
         combined voting power of the then outstanding voting securities
         entitled to vote generally in the election of directors is then owned
         beneficially, directly or indirectly, by all or substantially all of
         the individuals and entities who were the beneficial owners,
         respectively, of the Outstanding Capital Stock and Voting Securities
         immediately prior to such sale or disposition in substantially the same
         proportion as their ownership of the Outstanding Capital Stock and
         Voting Securities, as the case may be, immediately prior to such sale
         or disposition.

     9. Termination by Reason of Death. If Employee shall die while employed by
the Company both prior to termination of employment and during the effective
term of this Agreement, all Employee's rights under this Agreement shall
terminate with the payment of that portion of Base Salary as has accrued but
remains unpaid and a prorated amount of targeted bonus under the Company's
Management Bonus Program through the month in which his death occurs, plus three
additional months of the fixed salary and targeted bonus. The calculation of
Employee's target bonus shall be made, and any bonus amount due to Employee
paid, in the manner set forth in Section 7.a.i. All benefits under Paragraphs
7.b.ii, 7.b.iv and 7.c.i shall be extended to Employee's estate as described in
such paragraphs. In addition, Employee's eligible dependents shall receive
continued benefit plan coverage under Paragraph 7.b.ii for three months from the
date of Employee's death.

     10. Termination by Disability. Employee's employment hereunder may be
terminated by the Company for disability. In such event, all Employee's rights
under this Agreement shall terminate with the payment of that portion of Base
Salary as has accrued but remains unpaid as of the thirtieth (30th) day after
such notice is given except that all benefits under Paragraphs 7.b.ii, 7.b.iv
and 7.c.i shall be extended to Employee as described in such paragraphs,
provided, however, that, with respect to Paragraph 7.b.ii, the period for
continued benefit plan coverage shall be limited to six months from the date of
termination. In addition, the noncompetition and nonsolicitation provisions of
Paragraph 14 shall continue to apply to Employee for a period of six months from
the date of termination. For purposes of this Agreement, "disability" is defined
to mean that, as a result of Employee's incapacity due to physical or mental
illness:

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<PAGE>

         a. Employee shall have been absent from his duties as an officer of the
     Company on a substantially full-time basis for six (6) consecutive months;
     and

         b. Within thirty (30) days after the Company notifies Employee in
     writing that it intends to replace him, Employee shall not have returned to
     the performance of his duties as an officer of the Company on a full-time
     basis.

     11. Retirement. It is expected that the Compensation Committee of the
Company's Board of Directors will develop a benefit plan for retirement. It is
expected that Employee's rights upon retirement will be specifically described
in such retirement benefit plan. If retirement benefits for Employee are not
specifically described in such plan, the Company shall provide Employee upon
retirement benefits no lesser than the highest level of benefits accorded any
other retiring executive officer during the five year period immediately
preceding Employee's retirement.

     12. Indemnification. If litigation shall be brought to enforce or interpret
any provision contained herein, the non-prevailing party shall indemnify the
prevailing party for reasonable attorney's fees (including those for
negotiations, trial and appeals) and disbursements incurred by the prevailing
party in such litigation, and hereby agrees to pay prejudgment interest on any
money judgment obtained by the prevailing party calculated at the generally
prevailing NationsBank of Florida, N.A. base rate of interest charged to its
commercial customers in effect from time to time from the date that payment(s)
to him should have been made under this Agreement.

     13. [Intentionally Omitted]

     14. Noncompetition and Nonsolicitation.

         a. The nature of the system and methods employed in the Company's
     business is such that Employee will be placed in a close business and
     personal relationship with the customers of the Company and be privy to
     confidential customer usage and rate information. Accordingly, at all times
     during the term of this Agreement and for a period of one (1) year
     immediately following the termination of Employee's employment hereunder
     (the "Noncompetition and Nonsolicitation Period") for any reason
     whatsoever, and for such additional periods as may otherwise be set forth
     in this Agreement in reference to this Paragraph 14, so long as the Company
     continues to carry on the same business, Employee shall not, for any reason
     whatsoever, directly or indirectly, for himself or on behalf of, or in
     conjunction with, any other person, persons, company, partnership,
     corporation or business entity:

              i. Call upon, divert, influence or solicit or attempt to call
              upon, divert, influence or solicit any customer or customers of
              the Company nationwide;

              ii. Divulge the names and addresses or any information concerning
              any customer of the Company;

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<PAGE>

              iii. Disclose any information or knowledge relating to the
              Company, including but not limited to, the Company's system or
              method of conducting business to any person, persons, firms,
              corporations or other entities unaffiliated with the Company, for
              any reason or purpose whatsoever;

              iv. Own, manage, operate, control, be employed by, participate in
              or be connected in any manner with the ownership, management,
              operation or control of the same, similar or related line of
              business as that carried on by the Company ("Competition") within
              a radius of fifty (50) miles from Employee's principal office.

         b. The time period covered by the covenants contained in this Paragraph
14 shall not include any period(s) of violation of any covenant or any period(s)
of time required for litigation to enforce any covenant.

         c. The covenants set forth in this Paragraph 14 shall be construed as
an agreement independent of any other provision in this Agreement and existence
of any potential or alleged claim or cause of action of Employee against the
Company, whether predicted on this Agreement or otherwise, shall not constitute
a defense to the enforcement by the Company of the covenants contained herein.
An alleged or actual breach of the Agreement by the Company shall not be a
defense to enforcement of the provisions of this Paragraph 14.

         d. Employee acknowledges that he has read the foregoing and agrees that
the nature of the geographical restrictions are reasonable given the
international nature of the Company's business. In the event that these
geographical or temporal restrictions are judicially determined to be
unreasonable, the parties agree that these restrictions shall be judicially
reformed to the maximum restrictions which are reasonable.

         e. Notwithstanding anything to the contrary contained herein, in the
event that Employee engages in Competition, or any conduct expressly prohibited
by this Paragraph 14 at any time during the Noncompetition and Nonsolicitation
Period for any reason whatsoever, Employee shall not receive any of the
termination benefits he otherwise would be entitled to receive pursuant to
Paragraphs 7.b., 7.c., 8.a. and 10 hereof.

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<PAGE>

     15. Confidentiality.

         a. Nondisclosure. Employee acknowledges and agrees that the
     Confidential Information (as defined below) is a valuable, special and
     unique asset of the Company's business. Accordingly, except in connection
     with the performance of his duties hereunder, Employee shall not at any
     time during or subsequent to the term of his employment hereunder disclose,
     directly or indirectly, to any person, firm, corporation, partnership,
     association or other entity any proprietary or confidential information
     relating to the Company or any information concerning the Company's
     financial condition or prospects, the Company's customers, the design,
     development, manufacture, marketing or sale of the Company's products or
     the Company's methods of operating its business (collectively "Confidential
     Information"). Confidential Information shall not include information
     which, at the time of disclosure, is known or available to the general
     public by publica-tion or otherwise through no act or failure to act on the
     part of Employee.

         b. Return of Confidential Information. Upon termina-tion of Employee's
     employ-ment, for whatever reason and whether voluntary or involuntary, or
     at any time at the request of the Company, Employee shall promptly return
     all Confi-dential Information in the possession or under the control of
     Employee to the Company and shall not retain any copies or other
     reproductions or extracts thereof. Employee shall at any time at the
     request of the Company destroy or have destroyed all memoranda, notes,
     reports, and documents, whether in "hard copy" form or as stored on
     magnetic or other media, and all copies and other reproductions and
     extracts thereof, prepared by Employee and shall provide the Company with a
     certificate that the foregoing materials have in fact been returned or
     destroyed.

         c. Books and Records. All books, records and accounts whether prepared
     by Employee or otherwise coming into Employee's possession, shall be the
     exclusive property of the Company and shall be returned immediately to the
     Company upon termination of Employee's employment hereunder or upon the
     Company's request at any time.

     16. Injunction/Specific Performance Setoff. Employee acknowledges that a
breach of any of the provisions of Paragraphs 14 or 15 hereof would result in
immediate and irreparable injury to the Company which cannot be adequately or
reasonably compensated at law. Therefore, Employee agrees that the Company shall
be entitled, if any such breach shall occur or be threatened or attempted, to a
decree of specific performance and to a temporary and permanent injunc-tion,
without the posting of a bond, enjoining and restraining such breach by Employee
or his agents, either directly or indirectly, and that such right to injunction
shall be cumulative to whatever other remedies for actual damages to which the
Company is entitled. Employee further agrees that, except as otherwise provided
in Paragraph 13 hereof, the Company may set off against or recoup from any
amounts due under this Agreement to the extent of any losses incurred by the
Company as a result of any breach by Employee of the provisions of Paragraphs 14
or 15 hereof.

     17. Severability: Any provision in this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
only to the extent of such prohibition or 

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<PAGE>

unenforceability without invalidating or affecting the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.

     18. Successors: This Agreement shall be binding upon Employee and inure to
his and his estate's benefit, and shall be binding upon and inure to the benefit
of the Company and any permitted successor of the Company. Neither this
Agreement nor any rights arising hereunder may be assigned or pledged by:
Employee or anyone claiming through Employee; or by the Company, except to any
corporation which is the successor in interest to the Company by reason of a
merger, consolidation or sale of substantially all of the assets of the Company.
The foregoing sentence shall not be deemed to have any effect upon the rights of
Employee upon a Change of Control.

     19. Controlling Law: This Agreement shall in all respects be governed by,
and construed in accordance with, the laws of the State of Florida.

     20. Notices. Any notice required or permitted to be given hereunder shall
be written and sent by registered or certified mail, telecommunicated or hand
delivered at the address set forth herein or to any other address of which
notice is given:

     To the Company:       OutSource International, Inc.
                           1144 East Newport Center Drive
                           Deerfield Beach, Florida 33442
                           Attention: General Counsel

     To Employee:          Scott Francis



     21. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto on the subject matter hereof and may not be modified
without the written agreement of both parties hereto.

     22. Waiver. A waiver by any party of any of the terms and conditions hereof
shall not be construed as a general waiver by such party.

     23. Counterparts. This Agreement may be executed in counter-parts, each of
which shall be deemed an original and both of which together shall constitute a
single agreement.

     24. Interpretation. In the event of a conflict between the provisions of
this Agreement and any other agreement or document defining rights and duties of
Employee or the Company upon Employee's termination, the rights and duties set
forth in this Agreement shall control.

     25. Certain Limitations on Remedies. Paragraph 7.b provides that certain
payments and other benefits shall be received by Employee upon the termination
of Employee by the Company other 

                                       13
<PAGE>

than for Cause and states that these same provisions shall apply if Employee
terminates his employment for Good Reason. It is the intention of this Agreement
that if the Company terminates Employee other than for Cause (and other than as
a consequence of Employee's death, disability or normal retirement) or if
Employee terminates his employment with Good Reason, then the payments and other
benefits set forth in Paragraph 7.b shall constitute the sole and exclusive
remedies of Employee. This Paragraph 25 shall have no effect upon the provisions
of Paragraph 8 of this Agreement.

     IN WITNESS WHEREOF, this Employment Agreement has been executed by the
parties as of the date first above written.


                                              COMPANY:

                                              OUTSOURCE INTERNATIONAL, INC.


                                              By:/s/ Paul Burrell
                                                 -------------------------
                                              Its: President



                                              EMPLOYEE:


                                              /s/ Scott R. Francis
                                              ----------------------------
                                              Name: Scott Francis



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