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                                                                   EXHIBIT 10.16


                        ADMINISTRATIVE SERVICES AGREEMENT

PARTIES

         This Administrative Services Agreement ("Agreement") is entered into
this 8th day of January, 2001 by and between OASIS OUTSOURCING, INC. and its
subsidiaries (hereafter collectively referred to as "Oasis"), whose address is
4200 Wackenhut Drive, Suite 100, Palm Beach Gardens, Florida 33410, and CALIBUR
SYSTEMS, INC. and its subsidiaries (hereafter referred to as "Client"), whose
address is 5800 NW 74th Avenue, Miami, Florida 33166.

PRELIMINARY STATEMENT

         The Parties entered into a Client Service Agreement dated May 5, 2000
(the "PES Agreement"), pursuant to which Oasis agreed to provide to Client
professional employment services on the terms and conditions set forth therein.
Pursuant to letter dated January 12, 2001, Oasis notified Client that it was
terminating the PES Agreement effective January 8, 2001. Client has disputed
Oasis' right to terminate the PES Agreement effective January 8, 2001. Oasis
disputes that it has acted improperly in terminating the PES Agreement.

         Oasis has offered to enter into this Agreement in place of the PES
Agreement, provided that Client agree to release Oasis from any liability
arising from Oasis' allegedly improper termination of the PES Agreement. Client
has agreed to enter into this Agreement and release Oasis from any liability
arising from Oasis' allegedly improper termination of the PES Agreement,
provided that the cost to Client of the services and benefits described on
Exhibit "A" attached hereto does not exceed the cost that Client would have
incurred for similar services and benefits under the PES Agreement.

I. TERM OF AGREEMENT


         The initial term of this Agreement shall commence on the date of this
Agreement and terminate on March 14, 2002 (the "Initial Term"). Following the
completion of the Initial Term, this Agreement shall automatically renew and
remain in full force and effect for additional terms of one year, and shall
remain in effect until either party gives written notice to the other party by
delivering notice of termination as specified in Paragraph V, below, at least
ninety (90) days prior to the expiration of the Initial Term or any extension of
the Initial Term. Notwithstanding anything to the contrary, either Party may
terminate this Agreement at any time by providing written notice to the other
Party of their desire to terminate this Agreement, at least ninety (90) days
prior to the termination date. In the event this Agreement is terminated by
either party, all affiliated plans and policies provided through this
relationship can be terminated by Oasis or provider, provided that such
terminations shall not be effective earlier than the first business day
following the termination date set forth in the written notice given by the
terminating Party.




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II. SERVICES


         Oasis and Client agree that Oasis will supply only the following
services:

         A. Oasis agrees to compute and prepare pay checks and to make
appropriate tax withholdings based solely upon information supplied to Oasis by
Client (hereafter such services are referred to as "Payroll Services"). Client
is responsible for paying all of its own taxes. Oasis shall furnish to Client,
on a weekly and quarterly basis, calculations of all payroll taxes payable by
Client. All hours and other payroll information needed by Oasis (including but
not limited to the exempt or non-exempt status of employees under applicable
wage and hour laws) in order to prepare pay checks shall be submitted by Client
in writing to Oasis at the end of each pay period and in sufficient time to
permit Oasis to prepare pay checks to meet Client's payment schedule. Client
assumes sole and exclusive responsibility for the consequences of supplying
erroneous or late information to Oasis. Oasis assumes sole and exclusive
responsibility for processing errors and for late delivery/return of payroll not
resulting from Client's late furnishing of information to Oasis.

         B. Oasis agrees to provide the Human Resource Services set forth on
Exhibit "A" for employees of Client.

         C. Oasis will, in some cases, provide plans and policies that are
affiliated to Oasis, as initially identified on Exhibit "A". An affiliated plan
or policy for the purposes of this Agreement means any plan that Client and
Oasis co-sponsor and/or any plan or policy that is provided to Client as a
result of Oasis' relationship with the Insurer/provider. All affiliated plans
and/or policies may be modified or withdrawn at any time by Oasis if such
modification or withdrawal is applicable to a majority of Oasis' employee
leasing clients who are participants in such plans or policies (such majority to
be calculated on the basis of the number of Oasis' employer clients, and not the
number of employees of such clients, that are covered by such plan or policy).

         Oasis shall not be considered to be an employer of any individual for
whom pay checks are prepared or for whom Human Resource Services or plans or
policies are provided.

         In performing its services under this Agreement, Oasis agrees to comply
with all federal, state and local laws, statutes, regulations, ordinances, and
rules, etc. applicable to the provision of its services, including, without
limitation, those relating to (1) the payment of wages, (ii) the withholding of
employment-related taxes, (iii) employee benefits plans offered or administered
by Oasis, (iv) ERISA, (v) COBRA, and (vi) workers' compensation.



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III. SERVICE FEES


         A. For services to be rendered under Paragraph 11 of this Agreement,
Oasis shall be entitled to be paid its fee as set forth on Exhibit "A".

         B. All fees due Oasis for services provided by Oasis pursuant to
Paragraph II(A) and II(B) are to be paid by Client within one business day from
the date of the applicable Oasis invoice to Client (See attached ACH
Agreement).' Any unpaid balance owed to Oasis by Client will also be subject to
periodic charge of one and one-half (1-1/2) percent per calendar month (or such
lesser maximum interest rate if set by applicable law at a lower rate) until
paid in full, Oasis reserves the right to immediately terminate this Agreement
if full payment is not made within three (3) business days after Client's
receipt of written notice from Oasis notifying Client of its failure to timely
make payment.

         C. In the event that the cost to Client of the services and benefits
described on Exhibit "A" attached hereto exceeds the cost that Client would have
incurred for similar services and benefits under the PES Agreement, Client may
terminate this Agreement in accordance with the provisions of Paragraph I,
above, in which case Oasis shall reimburse Client for such excess costs that are
incurred by Client during the initial thirty (30) days of the ninety (90) day
notification period, provided that Client has furnished to Oasis its written
notice of termination in accordance with Paragraph I of this Agreement.

IV. INDEMNIFICATIONS


         A. Client hereby unconditionally indemnifies, holds harmless, protects
and defends Oasis, and its subsidiaries, affiliates and parent companies, and
their respective shareholders, non-leased employees, attorneys, officers,
directors, agents and representatives (all such indemnified parties are referred
to as "Oasis Indemnified Parties") from and against any and all claims, demands,
damages (including punitive and compensatory), injuries, deaths, actions, costs
and expenses (including reasonable attorney's fees and expenses at all levels of
proceedings), losses and liabilities of whatever nature (including liability to
third parties), and all other consequences of any sort that Oasis or an Oasis
Indemnified Party may incur, suffer become liable for or that may be asserted or
brought against Oasis or an Oasis Indemnified Party arising from or in
connection with Client's breach of its responsibilities or obligations under
this Agreement.

         B. Oasis hereby unconditionally indemnifies, holds harmless, protects
and defends Client, and its subsidiaries, affiliates and parent companies, and
their respective shareholders, employees, attorneys, officers, directors, agents
and representatives (all such indemnified parties are referred to as "Client
Indemnified Parties") from and against any and all claims, demands, damages
(including punitive and compensatory), injuries, deaths, actions, costs and
expenses (including reasonable attorney's fees and expenses at all levels of
proceedings), losses and liabilities of whatever nature (including liability to
third parties), and all other consequences of any sort that Client or a Client
Indemnified Party may incur, suffer become liable for or that may be asserted or
brought against Client or a Client Indemnified Party arising from or in
connection with Oasis' breach of its responsibilities or obligations under this
Agreement, including, without



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limitation (a) if Client has contracted for services as set forth in Paragraph
II(A) above, Oasis' improper calculation of wages based upon correct information
supplied by Client to Oasis, and (b) if Client has contracted for services as
set forth in Paragraph II(B) and any action is taken by Client in compliance
with a written Oasis direction, policy or procedure which is illegal under any
applicable local, state or federal law.

V. RELEASE


         A. In consideration for entering into this Agreement with Client and
the promises and covenant of Oasis set forth in Section III(C), above, Client
hereby releases and discharges Oasis (and its predecessors and successors in
interest, assigns, subsidiaries, parents, affiliates, clients, contractors,
divisions, franchisees, management companies, related companies, all associated
operations, partnerships, corporations, limited liability companies, and other
entities and their successors, assigns, and all past, present and future
members, owners, officers, directors, representatives, stockholders, partners,
agents, employees, supervisors, managers and attorneys,and their heirs,
executors and administrators) of and from all manner of action and actions,
cause and causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, executions,
claims and demands whatsoever, whether they be in law or equity, and whether
known or unknown, solely arising out of or resulting from Oasis' allegedly
improper termination of the PES Agreement,

         B. The release set forth in Section V(A), above, shall not be deemed
to affect, among other things, the indemnification provisions of the Parties set
forth in the PES Agreement, which provisions shall continue to remain in full
force and effect with respect to the obligations of the Parties set forth in the
PES Agreement.

VI. GENERAL PROVISIONS


         A. Oasis is not responsible for covering Client's employees under
Oasis' benefit plans, including workers' compensation, general liability, and
auto to Client's employees.

         B. Client acknowledges that Oasis has made no representation concerning
whether Oasis' services will improve the performance of Client's business.

         C. The Parties acknowledge and agree that the Preliminary Statement set
forth above is true and accurate and is incorporated into and made a part of
this Agreement.

         D. Except where a Party is liable to a third party on a third party
claim, that is subject to indemnification under this Agreement, neither Party
shall be liable to the other for exemplary, punitive, special, incidental,
indirect or consequential damages suffered by the other Party.

         E. Oasis will only provide the above listed services and no other
services shall be provided or implied, including without limitation any
strategic, operational, legal or other



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business related decisions with regard to Client's business. Such decisions
shall exclusively be the responsibility of Client.

         F. Neither Client nor Oasis shall transfer or assign this Agreement or
any part hereof without the prior written consent of the other, which consent
shall not be unreasonably withheld; in addition, either Party may assign this
Agreement without the other Party's consent to one of its subsidiaries or
affiliates, provided that the subsidiary or affiliate is controlled and managed
by the same group of individuals and is of comparable financial strength.

         G. Client acknowledges and agrees that Oasis is not engaged in the
practice of law or the provision of legal services, and that Client alone is
completely and independently responsible for the assessment of its own legal
rights and obligations.

         H. This Agreement constitutes the entire agreement between the parties
with regard to this subject matter and, except for the provisions of the PES
Agreement that survive its termination (in accordance with the provisions of the
PES Agreement), no other agreement, statement, promise or practice between the
parties relating to the subject matter shall be binding on the parties. This
Agreement may be changed only by a written amendment signed by both Parties.

         I. The failure by either Party at any time to require strict
performance by the other Party or to claim or enforce a breach of any provision
of this Agreement will not be construed as a waiver of any breach or subsequent
breach nor affect the effectiveness of this Agreement or prejudice such Party's
rights in respect of a subsequent breach.

         J. This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida, Venue shall be in Palm Beach County, Florida.

         K. In the event of any lawsuit or other proceeding to enforce the
provisions of this Agreement, the prevailing party shall be entitled to an award
of its costs and reasonable attorney's fees incurred at all levels of
proceedings.

         L. Any notice, request, demand or other communication required or
permitted hereunder shall be in writing and shall be deemed to be properly given
(i) three (3) days after deposited in the United States certified mail, return
receipt requested, postage and fees prepaid, (ii) one day after deposited with
an overnight courier service, next day delivery guaranteed, fees paid by sender,
or (iii) upon hand delivery, in each case properly addressed to the recipient at
the address set forth above or such other address as is most recently noticed by
the recipient Party.

         M. In the event that any provision contained in this Agreement is held
to be unenforceable by a court of competent jurisdiction, the validity,
legality, or enforceability of the remainder of this Agreement shall in no way
be affected or impaired thereby,

         N. The provision of affiliated plans/policies pursuant to this document
may be accomplished by Oasis either directly or through the services of a
licensed broker (provided that



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Client shall not be responsible for the payment of any broker's fees or
commissions).

         O. Because each Party may have access to information which may be
considered confidential, proprietary, and/or trade secrets of the other Party
(whether or not such information is considered as such under applicable law),
the Parties agree that they will treat confidentially any such information
identified to the other as being confidential, and will not disclose the
information to any third party except as required by law or permitted by the
disclosing Party.

         P. Within five (5) business days after this Agreement is entered into
by both parties hereto, Oasis shall deliver to Client all personnel files of
Client's current employees, which files are in Oasis' possession or control.
Upon expiration or termination of this Agreement, Oasis shall deliver to Client,
no later than the date on which Oasis' obligations to provide services
hereunder cease, all system data relating to Client's employees, in form that is
readable, accessible and processible on Client's systems.



OASIS OUTSOURCING, INC.


By: /s/ [ILLEGIBLE]             3/15/01
    -----------------------------------
                                (Date)


CALIBUR SYSTEMS, INC.


By: /s/ [ILLEGIBLE]             3/14/01
    -----------------------------------
                                (Date)




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                            ADMINISTRATION FUNCTIONS
                                    EXHIBIT A

I. EMPLOYEE ADMINISTRATION


         A.       Payroll Processing/Administration

                  Based on information supplied by the Client we will:

                  1.       Calculate and set up payroll deductions.

                  2.       Record vacation accruals and provide reports to
                           Client as reasonably requested.

                  3.       Record sick leave and provide reports to Client as
                           reasonably requested.

                  4.       Record other paid/unpaid leave.

                  5.       Record training data provided by Client and provide
                           reports by employee/store/district on a monthly
                           basis.

                  6.       Record and report mandatory training programs
                           provided by Client (e.g., responsible vendor
                           training, robbery deterrence training) by
                           employee/store/district on weekly exception reports.

                  7.       Answer employee questions on payroll amounts,
                           deductions.

                  8.       Issue appropriate W-2 forms to employees.

                  9.       Client will report voids/manual/lost checks to Oasis
                           to account for proper W-2 reporting.

                  10.      Calculate special withholding amounts (i.e., bonus
                           amounts).

                  11.      Reconcile payroll deductions at termination of
                           employees, (e.g., employee loans, outstanding
                           insurance deductions).

                  12.      Assist Client, where requested, in Client's
                           classification of employees for exemption status.

                  13.      Client shall pay Oasis 1.15% of Client payroll
                           amounts transacted in Oasis system for the
                           administration of the program. Fee(s) is/are due
                           along with any other charges on employee check date
                           via wire from Client account.


         B.       Payroll Reporting

                  Based on information supplied by the Client we will:

                  1.       Process individual direct deposit off Client accounts
                           (prenote required for new employee).

                  2.       Submit federal and state employee withholding reports
                           to Client.

                  3.       Client is responsible for paying appropriate federal
                           and state FAS.

                  4.       Detailed report of garnishment register will be
                           provided based on client data. Deductions will be
                           taken from employees and provided to client for
                           payment. Oasis will provide weekly reports to Client
                           by district and by store showing garnishment
                           information (e.g., name of employee, amount deducted)

                  5.       Oasis will provide client with complete quarterly tax
                           report.

                  6.       Client will have capability of accessing and printing
                           reports on-site.

                  7.       Client will have remote access to payroll information
                           and will be provided payroll reports, including
                           reasonable special report requests. All data will be
                           provided by district and by store.

                  8.       Client will have access to key training data provided
                           by Client.

                  9.       Above is included in administrative fee.




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         C.       Employment

                  1.       Conduct employee wage verifications, where agreed to
                           with Client.

                  2.       Provide new hire forms to Client, including W-4, I-9
                           and summary page for keying in new employee data

                  3.       Record new hires for Client. Provide monthly report
                           to Client by district and by store.

                  4.       Record receipt in system of required employment forms
                           when reasonably requested by Client.

                  5.       Copies of employment files/information provided by
                           Client to Oasis will meet confidential/privacy
                           standards excluding unemployment.

                  6.       Record terminations for Client, and provide monthly
                           reports by district, by store, and by employee
                           classification.

                  7.       Above is included in administrative fee.


II. BENEFITS ADMINISTRATION


         A.       Benefits Plan Design

                  1.       Develop and recommend customized benefits program
                           (through Oasis broker relationship) with Client
                           consideration.

                  2.       Review cost and quality through Oasis broker
                           relationship.

                  3.       Provide Client summary plan descriptions for all
                           benefit plans offered to Client's employees.

                  4.       Above is included in administrative fee.

         B.      Benefits Enrollment

                  1.       Explain client benefits plans and costs to Client
                           employees. Conduct an open enrollment meeting on an
                           annual basis.

                  2.       Work with Client to help ensure timely receipt of all
                           enrollment forms from each Client location.

                  3.       Set up benefit deductions in payroll system.

                  4.       Forward applications to each of Client's insurance
                           providers.

                  5.       Record and administer enrollment of all eligible
                           employees.

                  6.       For Oasis affiliated plans, Oasis will file 5500s.
                           For non-affiliated plans, Oasis will file 5500s at a
                           charge to Client of $500.

                  7.       Above is included in administrative fee.

                  8.       Client responsible for paying vendors for Client-
                           sponsored employee plans.

                  9.       Client responsible for paying Oasis for
                           Oasis-affiliated employee plans by ACH debit on check
                           date.



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         C.       Benefits Administration

                  1.       The Benefit rates charged to Client will remain the
                           same as would have been incurred under the
                           Oasis/Client PEO Client Service Agreement dated May
                           5, 2000 through 10/01/01.

                  2.       Oasis will be responsible for costs incurred as a
                           result of Oasis' failure to input terminations and
                           lifestyle changes reported to Oasis.

                  3.       Reconcile and report monthly amounts due for each
                           client plan.

                  4.       Respond to employee coverage questions and issues.

                  5.       Stock/supply all benefits brochures and forms.

                  6.       Provide copies of benefit packages to Client as
                           requested.

                  7.       Fulfill employee requests for information.

                  8.       Assist employees with coverage changes where
                           requested.

                  9.       Notify payroll of deductions, changes.

                  10.      Assist employees with claims issues.

                  11.      Manage liaison and relationship with providers.

                  12.      Conduct annual open enrollment.

                  13.      Provide to Client reports of benefit information by
                           district/store/employee upon request.

                  14.      Above is included in administrative fee.

                  15.      Client is responsible for paying Oasis for employees
                           on any Oasis-affiliated plan or policy by ACH debit
                           on check date.

                  16.      Client responsible for paying vendors for
                           Client-sponsored employee plans.

         D.       Health/Dental/Vision Insurance

                  1.       Oasis will initially provide coverage through an
                           Oasis affiliated plan or policy. The Benefit rates
                           charged to Client will remain the same as would have
                           been incurred under the Oasis/Client PEO Client
                           Service Agreement dated May 5, 2000 through 10/01/01.

                  2.       Research and obtain coverage for Client/Client
                           employees through Oasis broker relationship.

                  3.       Establish controls in conjunction with Client for
                           receipt of enrollment information from each eligible
                           employee and / or participant from each Client
                           location.

                  4.       Add new / delete terminated employees to each
                           Client-sponsored insurance plan.

                  5.       Record and administer COBRA compliance for each
                           terminated employee (see III (B)).

                  6.       Assemble and distribute enrollment kits to Client's
                           employees at least one month prior to effective date
                           of coverage.

                  7.       Maintain and distribute client health plan
                           directories.

                  8.       Record changes in eligibility based upon information
                           supplied by Client.

                  9.       Client agrees to adopt an Oasis sponsored premium
                           only 125 plan.

                  10.      Administer IRS code section 125 insurance deductions.

                  11.      Above is included in administrative fee.



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                  12.      Client is responsible for paying Oasis for employees
                           on any Oasis-affiliated plan or policy by ACH debit
                           on check date.

                  13.      Client responsible for paying vendors for
                           Client-sponsored employee plans.

         E.       Group Term Life and Disability

                  1.       Research and obtain coverage for Client/Client
                           employees through insurance broker. The rates charged
                           to Client will remain the same as would have been
                           incurred under the Oasis/Client PEO Client Service
                           Agreement dated May 5, 2000 through 10/01/01.

                  2.       Calculate client premiums and coverage limits.

                  3.       Respond to employee questions.

                  4.       Process coverage and beneficiary changes.

                  5.       Record and process optional additional coverage.

                  6.       Distribute client plan summaries.

                  7.       Administer and reconcile employee termination
                           paperwork with each insurance provider.

                  8.       Above included in administrative fee.

                  9.       Client is responsible for paying Oasis for employees
                           on any Oasis-affiliated plan or policy by ACH debit
                           on check date.

                  10.      Client responsible for paying vendors for
                           Client-sponsored employee plans.

         F.       401K-Administration

                  1.       Oasis will initially provide coverage through an
                           Oasis affiliated plan or policy. The Benefit rates
                           charged to Client will remain the same as would have
                           been incurred under the Oasis/Client PEO Client
                           Service Agreement dated May 5, 2000.

                  2.       Explain 401k benefits plans to Client employees.

                  3.       Assemble and distribute enrollment kits to Client's
                           employees at least one month prior to employee's
                           eligibility date.

                  4.       Work with Client to help ensure timely receipt of all
                           enrollment forms from each Client location.

                  5.       Set up 401k deductions in payroll system.

                  6.       Add and delete participants.

                  7.       Conduct 5500 filings testing through Oasis TPA for
                           Oasis sponsored plan.

                  8.       Client agrees to adopt an Oasis sponsored plan.

                  9.       Advise terminated employees of Client of options and
                           execute transfer of assets to new plan or individual
                           IRA, as elected by terminated employee.

                  10.      Above is included in administrative fee.

                  11.      Client agrees to pay Oasis for Oasis-affiliated plan
                           via ACH debit when payment is due.

                  12.      In the event Client has its own sponsored 401k plan,
                           Client will pay plan directly.



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III. EMPLOYMENT LAW COMPLIANCE


         A.       State and Federal Laws

                  1.       Deduct and report appropriate withholding and social
                           security taxes to Client, based on information
                           provided by Client.

                  2.       Provide detailed weekly tax report to Client.

                  3.       Research and comply with all state payroll taxes

                  4.       Client will register as an employer in all applicable
                           states.

                  5.       Supply federal and state employment posters.

                  6.       Assist Client in responding to all EEOC and NLRB
                           charges of discrimination (including those from all
                           state and local EEO agencies).

                  7.       Above is included in Administrative fee.

                  8.       Client will pay all taxes.

         B.       COBRA/Based upon information supplied by Client:

                  1.       Record and administer qualifying events.

                  2.       Send notice to employee and qualified beneficiaries.

                  3.       Maintain required records.

                  4.       Collect payments and remit premiums.

                  5.       Terminate coverage for nonpayment.

                  6.       Above is included in Administrative fee.

         C.       Workers' Compensation

                  1.       Oasis will initially provide coverage through an
                           Oasis affiliated plan or policy. The workers'
                           compensation rates charged to Client will remain the
                           same as would have been incurred under the
                           Oasis/Client PEO Client Service Agreement dated May
                           5, 2000.

                  2.       Research and obtain Client coverage for each state
                           through insurance broker.

                  3.       Assist in determining classifications and rates based
                           upon information supplied by an affiliated policy.

                  4.       Client will pay premiums to Oasis and report all
                           monthly payroll covered by policy.

                  5.       Compile and prepare data for premium audits.

                  6.       Assist with claims management/investigations/filings
                           and related procedures as required by law.

                  7.       Client will be provided 24 hour 1-800 number for an
                           Oasis affiliate to insurance carrier.

                  8.       Maintain contact with injured employees.

                  9.       Provide safety program and employee loss prevention
                           program.

                  10.      Above is included in administrative fee.

                  11.      Client is responsible for payment of workers'
                           compensation premiums to Oasis by ACH debit on check
                           date for an Oasis affiliated policy.

                  12.      Oasis is responsible for paying Oasis affiliated
                           insurance carrier.

                  13.      In the event Client has a non-affiliated workers'
                           compensation policy, Client will pay carrier
                           directly.



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         D.       Immigration

                  1.       Client will store all required I-9 forms.

                  2.       Record all I-9 information provided by Client.

                  3.       Provide monthly report in Microsoft Excel format by
                           district and by store with information giving Client
                           at least three months advance notice of expiring
                           documentation.

                  4.       Above is included in administrative fee.

         E.       Leave of Absence and FMLA

                  1.       Send notices to Client's employees advising of
                           eligibility of FMLA.

                  2.       Send required notices to Client's employees who elect
                           family medical leave.

                  3.       Track compliance with FMLA.

                  4.       Furnish monthly reports to Client by district and by
                           store with respect to employees on leave of absence
                           or family medical leave.

                  5.       Above is included in Administrative fee.

         F.       New Regulations

                  1.       Keep management aware of key changes.

                  2.       Recommend updates to Client policies and handbook.

                  3.       Above is included in administrative fee.

IV. HUMAN RESOURCES MANAGEMENT

                  1.       Record human resource information and provide
                           reports.

                  2.       Assist management with human resources issues.

                  3.       In conjunction with the approval of Client offer
                           guidance on compensation issues at each client
                           location.

                  4.       With approval of Client, provide assistance to
                           managers in writing job descriptions.

                  5.       Where applicable, develop recruitment and selection
                           strategies.

                  6.       Conduct management training through scheduled
                           classes.

                  7.       Provide management training materials with input and
                           approval of client corporate Human Resource
                           Department.

                  8.       Above is included in administrative fee.

V. EMPLOYEE RELATIONS

                  1.       Assist management on performance issues.

                  2.       Assist management on employee issues.

                  3.       Receive employee inquiries and concerns, where
                           applicable.

                  4.       Above is included in administrative fee.



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VI. RISK MANAGEMENT

         A        Safety

                  1.       Assist with OSHA records and loss data.

                  2.       Provide safety training information materials.

                  3.       Arrange on-site safety inspections.

                  4.       Assist with on-site safety programs.

                  5.       Above is included in administrative fee.

         B.       Workers' Compensation

                  1.       Complete and file claims forms as reported by Client
                           to carrier TPA.

                  2.       Coordinate return to work or light duty.

                  3.       Coordinate loss prevention activities with Client
                           insurer.

                  4.       Provide copy of first report of injury from carrier
                           and monthly loss data to Client with data by district
                           and by store necessary to comply with OSHA posting
                           regulations (e.g., accident type, date).

                  5.       Above is included in administrative fee.

         C.       Unemployment

                  1.       Review and respond to claims filed through
                           third-party provider.

                  2.       Assist Client in contesting questionable claims.

                  3.       Attend hearings and coordinate communication with
                           client, as necessary.

                  4.       File appeals if necessary.

                  5.       Record and file all related employee termination
                           paperwork.

                  6.       Third party claim administrative fees paid by Oasis.

                  7.       Above is included in administrative fee.

         D.       State Disability Claims

                  1.       Stock forms and send to employees.

                  2.       Complete and submit forms to carrier.

                  3.       Respond to client requests for information.

                  4.       Above is included in administrative fee.

         E.       Employment Practice Liability Insurance (EPLI)


                  1.       The rates charged to Client through an Oasis
                           affiliated plan or policy will remain the same as
                           would have been incurred under the Oasis/Client PEO
                           Client Service Agreement dated May 5, 2000.

                  2.       Oasis will pay for client EPLI insurance provided
                           through Oasis broker for Oasis affiliated plan.

                  3.       Policy will provide a per incident deductible of
                           $25,000 with an aggregate coverage of $1,000,000.

                  5.       Above is included in administrative fee.



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<PAGE>   14




                  The provision of affiliated policies / plans pursuant to this
                  document maybe accomplished either directly or through the
                  services of a licensed broker paid by Oasis.




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