EXHIBIT 10.26

                     SECOND AMENDMENT TO PURCHASE AGREEMENT

     THIS SECOND AMENDMENT, dated as of September 30, 1996, is entered into by
and between TEMPFUNDS AMERICA, INC., a Florida corporation, TEMPFUNDS AMERICA
FUNDING CORPORATION OF SOUTH CAROLINA, INC., a South Carolina corporation
(herein collectively called "Sellers") and CAPITAL FACTORS, INC., a Florida
corporation (herein called "Purchaser").

                                R E C I T A L S:

     a) Sellers and Purchaser are parties to a Purchase Agreement dated July 31,
1996, an Addendum to the Purchase Agreement dated July 31, 1996 and an Amendment
to the Purchase Agreement dated September 9, 1996 (the Purchase Agreement as
supplemented by the Addendum and amended by the Amendment shall hereinafter
collectively be referred to as the "Purchase Agreement").

     b) Sellers and Purchaser have agreed to certain modifications of the
Purchase Agreement as set forth herein.

                                    AGREEMENT

     IN CONSIDERATION of the above recitals and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

     1. Each of the terms defined in the Purchase Agreement unless otherwise
defined herein, shall have the same meaning when used herein.

     2. Sellers and Purchaser have agreed that the re-calculation of the amount
of the actual payments due as of the Closing and a mutual estoppel statement
setting forth the outstanding balance of loans and factored accounts by Sellers
to Original Clients as of the Closing and the annualized gross revenues received
by Sellers for the three months immediately prior to August 1, 1996, all or
which was to be made no later than September 30, 1996 pursuant to the Purchase
Agreement, was not made by mutual agreement of Sellers and Purchaser. Sellers
and Purchaser hereby mutually agree to extend the performance of the
above-referenced re-calculation and preparation of the above-referenced mutual
estoppel statement to a later date which in no event shall be later than October
15, 1996.

     3. Upon the effectiveness of this Second Amendment, each reference in the
Purchase Agreement to the "Agreement", "hereunder", "herein", "hereof", or words
of like import referring to the Purchase Agreement, shall mean and be a
reference to the Purchase Agreement as amended by this Second Amendment.

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     4. This Second Amendment shall be deemed to be a contract under and subject
to and shall be construed for all purposes and in accordance with the laws of
the State of Florida.

     5. This Second Amendment may be executed in two or more counterparts, each
of which shall be deemed an original and all of which together shall constitute
one and the same instrument.

     IN WITNESS WHEREOF, the parties have executed and delivered this Second
Amendment which shall be effective on the date first set forth above.

                                                "SELLERS"

Witnesses:                          TEMPFUNDS AMERICA, INC.,
                                    a Florida corporation

/s/ SABINA MOHAMED                  By: /s/ TOM HUSTON JR.
--------------------------------       -------------------------------
                                           Tom Huston, President
/s/ PAT RUSSO
--------------------------------

                                    TEMPFUNDS AMERICA FUNDING
                                    CORPORATION OF SOUTH CAROLINA,
                                    INC., a South Carolina corporation

/s/ SABINA MOHAMED                  By: /s/ TOM HUSTON
--------------------------------       -------------------------------
                                           Tom Huston, President
/s/ PAT RUSSO
--------------------------------

                                                 "PURCHASER"

                                    CAPITAL FACTORS, INC.,
                                    a Florida corporation

/s/ ELLOMA REID                     By: /s/ DENNIS A. MCDERMOTT
--------------------------------       -------------------------------
/s/ PAT MARCH                            Dennis A. McDermott
--------------------------------         Senior Vice President

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