EXHIBIT 10.16

                               OPTION AGREEMENT


      THIS OPTION  AGREEMENT  ("Agreement")  is made and entered  into as of the
21st day of  March,  1997,  by and  between  HIREL  MARKETING,  INC.,  a Florida
corporation  ("HMI") and GROUP 32  CORPORATION,  a Florida  corporation  ("Group
32"), with the joinder of EDWARD T. TOLSON and VINCENT SCHUBERT, shareholders in
Group 32 ("Group 32 Shareholders").

                             W I T N E S S E T H:

      WHEREAS, Hirel Holdings,  Inc., the parent corporation of HMI ("HHI"), has
previously loaned to Group 32 the sum of Two Hundred Thousand Dollars ($200,000)
("Loan"); and

      WHEREAS,  in  consideration  for HHI making the Loan,  Group 32 has agreed
that HMI shall have the option, on the terms and conditions set forth herein, to
cause the conveyance of substantially  all of the assets of Group 32 to HMI or a
direct or  indirect  subsidiary  of HHI  provided  that such  subsidiary  is the
successor  to all of  the  business  operations  of  the  computer  distribution
division of HMI currently known as "Mac-In-Stock."

      NOW,  THEREFORE,  in  consideration of Ten Dollars ($10.00) and other good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:

      1.    Recitals; Defined Terms.   The foregoing recitals are true and
correct and are hereby incorporated by this reference.  Except as otherwise
defined herein, all defined terms shall have the meaning set forth in the
Agreement and Plan of Reorganization ("Plan").

      2. Option.  As additional  consideration for HHI making the Loan, Group 32
hereby grants HMI the option  ("Option") to require the  reorganization of Group
32  with   and   into  HMI  or  a  direct   or   indirect   subsidiary   of  HHI
("Reorganization")  on  substantially  the terms and conditions of the Agreement
and Plan of Reorganization  attached hereto and made a part hereof as Exhibit A.
The Option shall be  exercised by HMI at any time prior to June 1, 1998,  by HMI
delivering  written  notice of such  exercise to Group 32 and the  Shareholders;
provided that Group 32 and the Shareholders shall not be obligated to consummate
the  Reorganization in the event there has been a material adverse change in the
financial  condition  of the  Mac-In-Stock  division of HMI as of such date when
compared to the date of this Agreement.  Any loans from Hirel Holdings,  Inc. to
Group 32 shall be assumed by HMI in connection with the Reorganization. Upon the
consummation of the Reorganization, Edward Tolson shall enter into an employment
agreement  with  HMI  to  become  the  chief  executive  officer  of  HMI  at  a
compensation  rate of $150,000 per annum plus a bonus equal to five percent (5%)
of HMI's audited pre-tax net income for the applicable year.


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      3.    Adjustment of HMI Shares to Group 32 Shareholders.

            (a) The  Agreement  and  Plan  of  Reorganization  contemplates  the
issuance to Group 32 of 1,000,000  shares of common  stock of HMI in  connection
with the  Reorganization.  The  parties  agree  that the number of shares of HMI
stock to be issued to pursuant to the Reorganization  were calculated based upon
the premise that the total number of issued and outstanding shares of HMI Common
Stock immediately prior to the Reorganization would be not greater than 933,000,
and the number of shares of HMI Voting Preferred Stock would be not greater than
the sum of  2,000,000  shares  of  "Class A  Preferred  Stock"  (as  hereinafter
defined),  plus an additional  number of shares of Class A Preferred Stock equal
to the  total  amount  invested  by HHI in HMI from and  after  this  date.  For
purposes of  calculating  the number of shares of Class A Preferred  Stock to be
issued to HHI for amounts  invested  after the date  hereof,  additional  shares
shall be issued at the rate of one share for each  dollar  invested  unless  the
source of such funds were from the proceeds of a private placement by HHI of its
common stock at a price discounted from its then current "Fair Market Value" (as
hereinafter  defined).  In the  event the  source of such  funds was from such a
private  placement,  then the number of shares of Class A Preferred  Stock to be
issued to HHI shall be based  upon the  product  of the  number of shares of HHI
common stock sold to fund the investment in HMI,  multiplied by the then current
Fair Market  Value of the common stock of HHI  (notwithstanding  that the actual
price at which  the HHI  common  stock  was sold may be less  than the then Fair
Market Value of such shares as quoted on the NASDAQ  Small Cap  Market).  In the
event  that the  number of shares of HMI Common  Stock  issued  and  outstanding
immediately prior to the Reorganization shall be greater or lesser than 933,000,
the  number of  shares  of HMI stock to be issued to Group 32 shall be  adjusted
upward or downward on a pro rata basis.

      For  purposes  of this  Agreement,  "Fair  Market  Value"  means as to any
security  the  average of the  closing  prices of such  security's  sales on all
domestic securities  exchanges on which such security may at the time be listed,
or, if there have been no sales on any such  exchange on any day, the average of
the highest bid and lowest asked prices on all such exchanges at the end of such
day,  or, if on any day such  security  is not so  listed,  the  average  of the
representative bid and asked prices quoted in the NASDAQ System as of 4:00 P.M.,
New York time, on such day, or, if on any day such security is not quoted in the
NASDAQ  System,  the average of the highest bid and lowest  asked prices on such
day in  the  domestic  over-the-counter  market  as  reported  by  the  National
Quotation Bureau, Incorporated,  or any similar successor organization,  in each
such case  averaged  over a period of 21 days  consisting of the day as of which
"Fair Market Value" is being  determined  and the 20  consecutive  business days
prior to such day;  provided  that if such  security  is listed on any  domestic
securities  exchange the term  "business  days" as used in this  sentence  means
business days on which such exchange is open for trading.

            (b) The "Class A Preferred  Stock"  shall mean voting stock having a
redemption  value of one dollar per share  bearing a cumulative  dividend of 10%
per annum  that may be  redeemed  at any time (in whole but not in part) for its
redemption  value plus any accrued and unpaid  dividends  with respect  thereto,
that is  convertible  into  shares of HMI  Common  Stock,  at the  option of the
holders  thereof,  at the  conversion  rate  specified  below if (i) the Class A
Preferred Stock is not

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redeemed  prior to December 31,  1998,  and (ii) the pre-tax net earnings of the
computer software division of HMI that was previously  conducted as the business
of Group 32 ("Group 32 Division") for the fiscal year ended December 31, 1998 is
not at least $1,000,000  (after the payment of any amounts owed to Edward Tolson
under his employment  agreement  with HMI). As a condition  precedent for HMI to
redeem the Class A Preferred Stock, (i) Vincent Montelione must be released from
any guarantees of the obligations of HMI and (ii) any loans made by HHI to Group
32 prior to the date of  exercise  of the Option  must have been repaid in full.
The Class A Preferred Stock shall be convertible into shares of HMI Common Stock
based  upon the  following  conversion  rate  formula:  (i) if the  pre-tax  net
earnings of the Group 32 Division  for the fiscal year ended  December  31, 1998
are  less  than  $500,000,  each  share  of  Class A  Preferred  Stock  shall be
convertible  into four  shares of HMI Common  Stock and (ii) if the  pre-tax net
earnings of the Group 32 Division  for the fiscal year ended  December  31, 1998
are greater than $500,000,  for each increment of $100,000 in excess of $500,000
of pre-tax net earnings of the Group 32 Division in such period,  the conversion
rate shall decrease by 20% on a dollar for dollar proportionate basis based upon
a  conversion  rate of two shares of HMI Common  Stock for each share of Class A
Preferred Stock if such pre-tax net earnings are exactly $500,000.  For example,
if the pre-tax net earnings are $600,000,  each share of Class A Preferred Stock
shall be  convertible  into 1.6 shares of HMI Common  Stock if the  pre-tax  net
earnings  are  $750,000,  each  share  of  Class  A  Preferred  Stock  shall  be
convertible  into 1 share of HMI Common  Stock,  and if the pre-tax net earnings
are $900,000, each share of Class A Preferred Stock shall be convertible into .4
shares of HMI Common  Stock.  If the pre-tax  earnings are between the foregoing
intervals,  the conversion ratio shall be interpolated based upon the foregoing.
In the  event  that the Class A  Preferred  Stock is not  redeemed  by HMI on or
before July 1, 1999,  the holders of the Class A Preferred  Stock shall have the
right ("Put Right") to require HMI to purchase such shares by providing HMI with
written  notice of their  exercise  of such Put Right at a cash  price per share
equal  to the  redemption  value of such  shares  plus any  accrued  and  unpaid
dividends.  HMI shall be obligated to repurchase the shares of Class A Preferred
Stock for which the Put Right is exercised  within one hundred twenty (120) days
of the exercise of the Put Right.

      4.    Approval of Agreement and Plan.

            (a)  Group  32  hereby  makes  the  following   representations  and
warranties  to HMI,  each of which Group 32 represents to be true and correct on
the date  hereof and  (except as Group 32 may  notify  the  President  of HMI in
writing prior to the Closing)  shall be deemed made again as of the Closing Date
and represented by Group 32 to be true and correct on the Closing Date:

                  (i) The execution and delivery of this  Agreement and the Plan
by Group 32 and the  performance  of all Group 32's  obligations  hereunder  and
under the Plan have been duly authorized and approved by all requisite corporate
action on the part of Group 32  pursuant  to  applicable  Law.  Group 32 has the
power and authority to execute and deliver this Agreement and to perform all its
obligations  hereunder and under the Plan.  This Agreement and each of the other
documents,  instruments  and  agreements  executed  by  Group  32 in  connection
herewith  constitute  the  valid and  legally  binding  agreements  of Group 32,
enforceable  against Group 32 in  accordance  with its terms,  except that:  (i)
enforceability may be limited by applicable bankruptcy, insolvency,

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reorganization,  moratorium or similar laws of general application affecting the
enforcement of the rights and remedies of creditors;  and (ii) the  availability
of equitable remedies may be limited by equitable principles.

                  (ii) Neither the execution,  delivery nor  performance of this
Agreement or any other documents, instruments or agreements executed by Group 32
in connection  herewith,  nor the consummation of the transactions  contemplated
hereby:  (i)  constitutes a violation of or default  under (either  immediately,
upon notice or upon lapse of time) the  Articles of  Incorporation  or Bylaws of
Group 32, any  provision  of any Contract to which Group 32 or its Assets may be
bound,  any Judgment or any Law; or (ii) will or could result in the creation or
imposition of any Encumbrance  upon, or give to any third person any interest in
or right to, the capital  stock of Group 32 or any of the Assets of Group 32; or
(iii)  will or could  result  in the loss or  adverse  modification  of,  or the
imposition  of any fine or  penalty  with  respect  to, any  license,  permit or
franchise  granted or issued to, or  otherwise  held by or for the use of, Group
32.

                  (iii) The execution,  delivery and  performance by Group 32 of
this Agreement and the consummation by Group 32 of the transactions contemplated
hereby,  including the adoption of the Plan, do not require any Consent that has
not been received prior to the date hereof.

            (b) HMI hereby makes the following representations and warranties to
Group 32, each of which HMI represents to be true and correct on the date hereof
and (except as HMI may notify Group 32 in writing prior to the Closing) shall be
deemed made again as of the Closing Date and  represented  by HMI to be true and
correct on the Closing Date:

                  (i) The execution and delivery of this  Agreement and the Plan
by HMI and the performance of all HMI's obligations hereunder and under the Plan
have been duly authorized and approved by all requisite  corporate action on the
part of HMI  pursuant to  applicable  Law.  HMI has the power and  authority  to
execute and deliver this Agreement and to perform all its obligations hereunder.
This  Agreement  and each of the other  documents,  instruments  and  agreements
executed by HMI in connection  herewith constitute the valid and legally binding
agreements  of HMI,  enforceable  against HMI in  accordance  with their  terms,
except  that:  (i)  enforceability  may be  limited  by  applicable  bankruptcy,
insolvency,  reorganization,  moratorium or similar laws of general  application
affecting the enforcement of the rights and remedies of creditors;  and (ii) the
availability of equitable remedies may be limited by equitable principles.

                  (ii) Neither the execution,  delivery nor  performance of this
Agreement or any other  documents,  instruments  or  agreements  executed by HMI
executed  in  connection  herewith,  nor the  consummation  of the  transactions
contemplated  hereby:  (i)  constitutes  a violation of or default under (either
immediately, upon notice or upon lapse of time) the Articles of Incorporation or
Bylaws of HMI,  any  provision of any Contract to which HMI or its Assets may be
bound,  any Judgment to which HMI is bound or any Law applicable to HMI; or (ii)
result in the creation or  imposition  of any  Encumbrance  upon, or give to any
third person any interest in or right to, any other

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capital stock of HMI or any of the Assets of HMI; or (iii) result in the loss or
adverse  modification  of, or the imposition of any fine or penalty with respect
to, any license,  permit or franchise granted or issued to, or otherwise held by
or for the use of, HMI.

                  (iii) The execution,  delivery and  performance by HMI of this
Agreement and the consummation by HMI of the transactions contemplated hereby do
not require any Consent that has not been received prior to the date hereof.

      5.    Termination and Remedies.

            (a) If, prior to the Closing  Date, a party hereto shall  materially
breach or default in the full and timely  performance and satisfaction of any of
its representations and warranties or obligations under this Agreement, and such
breach or default  is not cured on or before the fifth  (5th) day after the date
notice is given by the  nondefaulting  party to the defaulting  party specifying
the  nature of such  breach or  default  (or on or before  the  Closing  Date if
sooner),  then the nondefaulting party may terminate this Agreement  immediately
upon notice to the defaulting party.

            (b) Group 32's Obligations under this Agreement are unique, and each
party hereby expressly acknowledges that, in the event of a breach or default in
the full and timely  performance  and  satisfaction of any such  obligation,  it
would be extremely difficult to measure the resulting damages.  Accordingly,  in
the event of any breach or default by Group 32, then HMI shall be  entitled,  in
addition to all other rights and remedies which it may have at law or in equity,
to sue for and receive the remedy of specific  performance,  and Group 32 waives
the defense that a remedy in damages is adequate.

      6.    Indemnification.

            (a) In  addition  to,  and not in  lieu  of,  any  right  or  remedy
available to HMI at law or in equity (which,  in the case of Group 32's material
breach of this Agreement shall be deemed to include rescission), Group 32 hereby
indemnifies  and holds  harmless  HMI and its officers  and  directors  from and
against  any and  all  Proceedings,  Judgments,  Obligations,  losses,  damages,
deficiencies,  settlements,  assessments, charges, costs and expenses (including
without limitation reasonable attorneys' fees,  paralegals' fees,  investigation
expenses,  court costs,  interest and penalties) arising out of or in connection
with,  or  caused  by,  directly  or  indirectly,  any or  all of the  following
("Indemnified Matter"):

                  (i)   Any misrepresentation, breach or failure of any warranty
or representation made by Group 32 in this Agreement or pursuant hereto;

                  (ii)  Any failure or refusal by Group 32 to satisfy or perform
any covenant or agreement; and


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<PAGE>



                  (iii) Any failure by Group 32 to duly and timely file with the
appropriate governmental agencies all Tax and other returns and reports required
by any Law to be filed by it, and Group 32's  failure  to prepare  and  properly
complete all such returns and reports.

            (b) With  respect  to each  separate  matter or  series  of  matters
against which a party ("Indemnitee") is indemnified under this Section 6:

                  (i) Upon Indemnitee's  receipt of written documents pertaining
to the Proceeding or otherwise  underlying such matter or series of matters, or,
if such matter or series of matters does not involve a third party claim,  after
Indemnitee  first  learns of such  matter or series of  matters  and the  amount
demanded  or claimed in  connection  therewith,  Indemnitee  shall give  written
notice to Group 32 of and copies of such  documents and  information as it shall
have so received.

                  (ii) After a final agreement is reached or a final Judgment is
rendered with respect to such matter or series of matters or the amount owing by
Group 32  pursuant  to this  Article XI as a result of such  matter or series of
matters,  is otherwise  determinable in whole or in part,  Indemnitee shall give
notice to Group 32 of the amount  owing by Group 32  ("Indemnification  Amount")
with  respect  to such  matter or series of  matters  ("Indemnification  Payment
Notice").

                  (iii)  Group  32  shall  pay  the  Indemnification  Amount  to
Indemnitee  (or to such  Person as  Indemnitee  instructs)  within ten (10) days
after the Indemnification Payment Notice was given.


      7.  Additional  Loans.  Any funds  advanced by HMI to Group 32 between the
date of this  Agreement  and the date on which there is a closing under the Plan
of  Reorganization  shall be made on the same terms and conditions as the Loans,
including being secured under the terms of that certain Security Agreement dated
February 19, 1997,  between Group 32 Corporation  and HG32  Incorporated  (whose
interest in such Security Agreement has been transferred to HMI).

      8.    Miscellaneous.

            (a) Notices. All notices, requests, demands and other communications
hereunder  shall be  deemed  to have  been  duly  given if the same  shall be in
writing and shall be delivered  personally  or sent by  registered  or certified
mail, postage prepaid, and addressed as set forth below:

      If to Group 32:               Group 32 Corporation
                          6950 Cypress Road, Top Floor
                            Plantation, Florida 33317

      With a copy to:



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      If to HMI:                Hirel Marketing, Inc.
                                650 S.W. 16th Terrace
                                Pompano Beach, Florida 33069
                                Attn: Michael Duggan, President

      With a copy to:           Ruden, McClosky, Smith, Schuster & Russell, P.A.
                                200 East Broward Boulevard
                                15th Floor
                                Ft. Lauderdale, Florida 33301
                                Attn: Thomas O. Katz, Esq.


            (b) Entire  Agreement.  This  Agreement,  including the Exhibits and
Schedules  attached hereto and the documents  delivered  pursuant  hereto,  sets
forth all the promises,  covenants,  agreements,  conditions and  understandings
between  the parties  hereto with  respect to the  subject  matter  hereof,  and
supersedes all prior and contemporaneous agreements, understandings, inducements
or  conditions,  expressed  or  implied,  oral  or  written,  except  as  herein
contained.  No changes of or  modifications or additions to this Agreement shall
be valid unless the same shall be in writing and signed by the parties hereto.

            (c) Binding Effect; Assignment. This Agreement shall be binding upon
the parties hereto, their beneficiaries,  heirs and administrators. No party may
assign or transfer  its  interests  herein,  or delegate  its duties  hereunder,
without the written consent of the other parties.

            (d)  Amendment.   The  parties  hereby  irrevocably  agree  that  no
attempted amendment, modification, or change (collectively, "Amendment") of this
Agreement  shall be valid and  effective,  unless the parties shall  unanimously
agree in writing to such Amendment.

            (e) No Waiver. No waiver of any provision of this Agreement shall be
effective,  unless it is in writing and signed by the party  against  whom it is
asserted,  and any such written  waiver shall only be applicable to the specific
instance  to which it  relates  and shall not be  deemed to be a  continuing  or
future waiver.

            (f) Gender and Use of Singular  and Plural.  All  pronouns  shall be
deemed to refer to the masculine,  feminine,  neuter, singular or plural, as the
identity of the party or parties or their personal  representatives,  successors
and assigns may require.

            (g) Counterparts.  This Agreement and any amendments may be executed
in one or more  counterparts,  each of which shall be deemed an original and all
of which together will constitute one and the same instrument.


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            (h)  Headings.  The article and section  headings  contained in this
Agreement are inserted for convenience  only and shall not affect in any way the
meaning or interpretation of the Agreement.

            (i) Governing Law. This  Agreement  shall be construed in accordance
with the laws of the State of Florida  and any  proceeding  arising  between the
parties in any manner  pertaining  or related to this  Agreement  shall,  to the
extent permitted by law, be held in Broward County, Florida.

            (j) Further Assurances.  The parties hereto will execute and deliver
such  further  instruments  and  do  such  further  acts  and  things  as may be
reasonably required to carry out the intent and purposes of this Agreement.

            (k)   Arbitration.

                  (i) The parties  hereto agree that the  arbitration  procedure
set  forth  below  shall be the sole and  exclusive  method  for  resolving  and
remedying claims hereunder (the "Disputes").  Nothing in this Section 8(k) shall
prohibit  a party  hereto  from  instituting  litigation  to  enforce  any Final
Determination (as defined below). The parties hereby agree and acknowledge that,
except as otherwise  provided in this Section 8(k), the  arbitration  procedures
and any  Final  Determination  hereunder  shall be  governed  by,  and  shall be
enforced pursuant to the Florida Arbitration Code.

                  (ii) In the event that any party  asserts  that there exists a
Dispute,  such party shall deliver a written notice to each other party involved
therein  specifying the nature of the asserted  Dispute and requesting a meeting
to attempt to resolve  the same.  If no such  resolution  is reached  within ten
business days after delivery of such notice,  the party  delivering  such notice
(the  "Disputing  Person") may,  within 45 business days after  delivery of such
notice,  commence arbitration  hereunder by commencing  arbitration  proceedings
under the Commercial  Arbitration Rules of the American Arbitration  Association
and delivering to each other party  involved  therein a notice of arbitration (a
"Notice of  Arbitration").  Such Notice of Arbitration shall specify the matters
as to which arbitration is sought, the nature of any Dispute, the claims of each
party to the arbitration and shall specify the amount and nature of damages,  if
any,  sought to be  recovered  as a result of any alleged  claim,  and any other
matters required by the Commercial Arbitration Rules of the American Arbitration
Association as in effect from time to time to be included therein.

                  (iii) The  arbitrator(s)  will be selected in accordance  with
the Commercial Arbitration Rules of the American Arbitration  Association.  Each
party shall submit a proposed  arbitration award (including proposed findings of
fact) within fifteen (15) days of the conclusion of the arbitration hearing. The
arbitrator  shall  select  one of the  proposed  arbitration  awards  (including
proposed  findings of fact) in its entirety  and both parties  shall be bound by
its terms.  The cost of the  arbitration  will be divided  equally  between each
party.


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<PAGE>



                  (iv) The  arbitration  shall be conducted under the Commercial
Arbitration Rules of the American Arbitration Association as in effect from time
to time,  except as  modified  by the  agreement  of all of the  parties to this
Agreement.  The  arbitrator(s)  shall use their  best  efforts  to  conduct  the
arbitration  so that a final result,  determination,  finding,  judgment  and/or
award (the "Final  Determination") is made or rendered no later than ninety (90)
business  days after the  delivery of the Notice of  Arbitration  nor later than
twenty (20) days  following  conclusion of the  arbitration  hearing.  The Final
Determination must be signed by the arbitrator. The Final Determination shall be
final  and  binding  on all  parties  and  there  shall  be no  appeal  from  or
reexamination of the Final  Determination,  except for fraud,  perjury,  evident
partiality or misconduct  by an arbitrator  prejudicing  the rights of any party
and to correct manifest clerical errors.

                  (v) The  parties to such  arbitration  may  enforce  any Final
Determination  in any  state  or  federal  court  having  jurisdiction  over the
dispute.

            (l)  Litigation.  If any  party  hereto  is  required  to  engage in
litigation or arbitration against any other party hereto, either as plaintiff or
as defendant,  in order to enforce or defend any of its or his rights under this
Agreement,  and such  litigation  results in a final  judgment  in favor of such
party  ("Prevailing  Party"),  then the party or parties against whom said final
judgment  is  obtained  shall  reimburse  the  Prevailing  Party for all direct,
indirect or incidental expenses incurred by the Prevailing Party in so enforcing
or defending  its or his rights  hereunder,  including,  but not limited to, all
attorneys' fees, paralegals' fees and all sales tax thereon, and all court costs
and other  expenses  incurred  throughout  all  negotiations,  trials or appeals
undertaken in order to enforce the Prevailing Party's rights hereunder.

            (m) Remedies.  Each of the parties  acknowledges  and agrees that in
the event that a party hereto shall violate any of the  restrictions  or fail to
perform any of the  obligations  hereunder,  the other  parties  will be without
adequate  remedy  at  law  and  will  therefore  be  entitled  to  enforce  such
restrictions  or obligations  by temporary or permanent  injunctive or mandatory
relief obtained in an action or proceeding  instituted in any court of competent
jurisdiction  without the necessity of proving damages and without  prejudice to
any other remedies it may have at law or in equity.

            (n)  Confidentiality.  Except for  discussions  of the  transactions
contemplated  by this Agreement  among the parties  hereto and their  respective
representatives and counsel participating in this transaction, each party hereto
shall,  unless all other parties hereto shall otherwise agree, keep confidential
and not,  directly or  indirectly,  disclose to any person the existence of this
Agreement,  the  transaction  contemplated by this Agreement or any of the terms
thereof,  or the fact that HMI and Group 32 have  entered  into  discussions  or
negotiations  for any purpose  whatsoever,  and each party  hereto shall use its
good faith  efforts to cause its  employees,  agents,  officers,  directors  and
representatives to abide by the foregoing restrictions on disclosure.



                        THIS SPACE INTENTIONALLY BLANK

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<PAGE>




      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
executed as of the date and year set forth above.

                              GROUP 32 CORPORATION


____________________________              By:________________________________

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

                              HIREL MARKETING, INC.


____________________________              By:________________________________

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





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<PAGE>



                                    JOINDER

      The undersigned, as shareholders of Group 32, hereby join in the foregoing
Agreement for the purpose of representing and warrantying to HMI the following:

            (a) Each of the  Shareholders  has  reviewed  the  Plan,  and by the
execution  of this  Joinder to the  Agreement  each of the  Shareholders  hereby
approves the Plan,  and waives any of the procedural  requirements  set forth in
Section 607.1202, Florida Statutes;

            (b) The  Shareholders  agree to execute  and  deliver  such  further
instruments and do such further acts and things as may be reasonably required to
carry out the  intent  and  purposes  of this  Agreement  in their  capacity  as
directors, officers and shareholders of Group 32, including, but not limited to,
executing any consents in lieu of a directors' and/or shareholders' meeting. The
Shareholders  each hereby appoint HMI, with full power of substitution,  each of
their  true and  lawful  proxy,  in the  name,  place  and  stead  of each  such
Shareholder,  with the power from time to time to  execute,  acknowledge,  make,
swear to, verify, deliver,  record, publish and/or file any shareholder consents
required of the Shareholders  pursuant to applicable law to carry out the intent
of this Agreement or the Plan, including,  but not limited to, Section 607.1202,
Florida  Statutes.  The  foregoing  grant of authority is an  Irrevocable  Proxy
coupled  with an  interest in favor of HMI and shall be  irrevocable  unless and
until this Agreement or the Plan is terminated.

            (c) Tolson agrees that upon the  consummation of the  Reorganization
he will enter into an employment  agreement with HMI on the  compensation  terms
described  in Section 2 of this  Agreement  and in  accordance  with the form of
Employment Agreement attached as an exhibit to the Plan of Reorganization.



                                EDWARD T. TOLSON



                                VINCENT SCHUBERT



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