ASSET PURCHASE AGREEMENT


                    ASSET PURCHASE AGREEMENT, dated as of  this 28th day of
          July,  1998,  by and  among  PARAMOUNT  FINANCIAL CORPORATION,  a
          Delaware corporation (the "Parent"), DELTAFORCE PERSONNEL SERVICES,
                                     ------
          INC., a New York corporation and a wholly-owned subsidiary of the
          Parent (the "Purchaser"), RBW STAFFING RESOURCES INC., a New York
                       ---------
          corporation ("WordSmiths" or the "Company"), and Robert Klein
                        ----------          -------
          ("Klein"), the sole shareholder of the Company.
            -----


                                 W I T N E S S E T H
                                 - - - - - - - - - -


                    WHEREAS,  the Company  is in  the business  among other
          things,  of  providing  temporary  legal  support  staffing   and
          temporary  personnel  services  to  the  legal  community  (which
          business   as  currently   conducted  is   referred  to   as  the
          "Business"); and                           --------

                    WHEREAS,  WordSmiths desires  to sell  and transfer  to
          Purchaser,  and Purchaser  desires to  purchase and  acquire from
          WordSmiths, all of WordSmiths'  right, title and interest  in and
          to  the  name  "WORDSMITHS,"  the Company's  customer  list,  the
          Company's  applicant  base  directory  and all  of  the  Business
          computer   software  and   computer  systems   (collectively  the
          "Purchased Assets"); and
           ----------------

                    WHEREAS,  in furtherance  of  the  consummation of  the
          acquisition of  the Purchased  Assets and the  other transactions
          contemplated hereby (the "Contemplated Transactions"), the parties
                                    -------------------------
          hereto desire to enter into this Agreement.

                    NOW  THEREFORE, in  consideration of  the premises  and
          mutual  covenants and  agreements set  forth herein,  the parties
          hereto agree as follows:


                                      ARTICLE I

                        PURCHASE AND SALE OF PURCHASED ASSETS

               SECTION 1.1  PURCHASED ASSETS.  Effective as of the close of
                            ----------------
          business  on  the  date   hereof,  the  Company  hereby  assigns,
          transfers,  sells,   conveys  and  delivers  to   Purchaser,  and
          Purchaser hereby purchases and acquires from  the Company, all of
          the Company's right, title  and interest in and to  the Purchased
          Assets,  free   and  clear  of  any   mortgage,  lien  (including
          mechanics,  warehouse,  laborers  and  landlords  liens),  claim,
          pledge,  charge, security  interest, preemptive  right, right  of
          first refusal, option, judgment,  title defect or encumbrances of
          any kind, other than the European American  Bank lien for which a
          UCC-3 terminating  such lien is  presently being obtained  by the
          Company   and   will   be   delivered   simultaneously   herewith
          (collectively, "Liens").  The Company's customer list,  applicant
                          -----
          base  directory  and  a  list  of  the Business computer software
          and  computer  systems  are  being   delivered   to    Purchaser 
          concurrent with the execution hereof.

               SECTION 1.2  PURCHASE PRICE.  As full consideration for the
                            --------------
          Purchased  Assets, concurrently herewith  the Purchaser is paying
          to or for the account of the Company an amount equal to $350,000,
          payable  as  follows:  (a)  Two Hundred  Fifty  Thousand  Dollars
          ($250,000) cash  pursuant to wire transfer  instructions provided
          to Purchaser by  the Company,  and (b) a  promissory note of  the
          Purchaser (the "Note") in the principal amount of One Hundred
                          ----
          Thousand Dollars ($100,000), in the form annexed hereto as Exhibit
                                                                     -------
          A.  The Note bears interest at eight and one half percent (8.5%)
          -
          per annum and  is payable in one payment  of One Hundred Thousand
          Dollars  ($100,000)  plus  accrued  and unpaid  interest  on  the
          principal.  The Note  is due and payable on the first anniversary
          of the date of this Agreement.

               SECTION 1.3  ALLOCATION.  The parties agree that the
                            ----------
          consideration  paid under  this  Agreement  and  the  Transaction
          Documents (as defined below) will be allocated in accordance with
          the  manner  indicated  in  this Agreement  and  the  Transaction
          Documents.  The  Purchaser, Parent, the Company  and Klein hereby
          each covenant and agree  that it/he will  not take a position  on
          any  income tax  return (including any  report filed  on Internal
          Revenue Form  8594), before any governmental  agency charged with
          the collection of any  income tax or in any  judicial proceeding,
          any  financial  reporting,  or  in any  Securities  and  Exchange
          Commission reporting  that is in  any way  inconsistent with  the
          terms of this Section 1.3.

               SECTION 1.4  NO ASSUMPTION OF LIABILITIES.  Regardless of
                            ----------------------------
          whether any of the following is disclosed to Purchaser, Parent or
          any of  their representatives or otherwise  or whether Purchaser,
          Parent  or any of their representatives may have knowledge of the
          same, Purchaser shall have  no liability for, and shall  be under
          no obligation to assume, and shall not be deemed to be and is not
          assuming, any  Lien or  other obligation, liability,  contract or
          commitment  of  the Company  of  any kind  or  nature whatsoever,
          including but not limited to, (a) any liability under any account
          payable,  lease,  note,  indenture,  loan  agreement,  employment
          contract,  agreement  containing  severance  or  termination  pay
          arrangements  or  deferral compensation  agreement  or any  other
          contract or agreement  (written or oral) relating  to the Company
          or  the Business; (b) any  liability of the  Company for federal,
          state or  local taxes, including without  limitation, any income,
          capital gains  or  franchise  taxes,  or  any  taxes  on  capital
          (including  any taxes  payable as  a result  of  the Contemplated
          Transactions); (c) any liability  or obligation whatsoever of the
          Company  under,  or  directly  or  indirectly  relating  to,  any
          employee   benefit  plan   or  any   other  plans,   programs  or
          arrangements of any kind  relating to employee benefits sponsored
          or  maintained by the Company; (d) any liability or obligation of
          the  Company  for  claims  covered  by  the  Company's  insurance
          policies arising out of any act or omission occurring or state of
          facts existing  prior  to or  after  the date  hereof,  including
          without  limitation,  workers'  compensation, general  liability,
          fire  and  property  insurance  policies, and  any  liability  or
          obligation  of the Company  for premiums which may  be due or are
          payable under any such insurance policy; and (e) any liability of
          the Company relating to  the Business or otherwise (collectively,
          the "Company Liabilities").
               -------------------

                                      ARTICLE II

                      AGREEMENTS DELIVERED CONCURRENTLY HEREWITH

               Simultaneously herewith, in connection with the consummation
          of the  Contemplated Transactions, Purchaser is  entering into an
          employment agreement and  a noncompetition agreement  with Klein,
          and a noncompetition  agreement with Jeffrey Klein  (collectively
          with all other documents  or instruments delivered hereunder, the
          "Transaction Documents"). The following Transaction Documents are
           ---------------------
          fully executed and delivered concurrently herewith as follows:

               SECTION 2.1  Employment Agreement.  Concurrently herewith,
                            --------------------
          Purchaser is  entering into a two-year  employment agreement with
          Klein (the "Employment Agreement"), dated the date of this
                      --------------------
          Agreement, in the form annexed hereto as Exhibit B.
                                                   ---------
               SECTION 2.2  NONCOMPETITION AGREEMENTS.  (a)  In connection
                            -------------------------
          with the consummation of  the Contemplated Transactions, Klein is
          concurrently herewith  entering into  a five  year noncompetition
          agreement (the "Noncompetition Agreement") with Purchaser, dated as
                          ------------------------
          of  the date  of this  Agreement, in the  form annexed  hereto as
          Exhibit C.
          ---------
                    (b)  In  connection  with   the  consummation  of   the
          Contemplated Transaction, Jeffrey  Klein is concurrently herewith
          entering into a noncompetition agreement with Purchaser, dated as
          of the  date of  this Agreement,  in the form  annexed hereto  as
          Exhibit D.
          ---------

                                     ARTICLE III

                    REPRESENTATIONS AND WARRANTIES OF THE COMPANY

               The Company and Klein,  jointly and severally, represent and
          warrant  to  Purchaser  and  Parent,  as  of  the  date  of  this
          Agreement, that:

               SECTION 3.1  CORPORATE EXISTENCE AND POWER; TITLE TO PURCHASED
                            -------------------------------------------------
          ASSETS.  (a)  The Company is a corporation duly organized, validly
          ------
          existing and in good standing under  the laws of the State of New
          York, and  has  all requisite  powers  and all  material  permits
          required  to own, lease and operate its properties and to conduct
          the Business as currently conducted.

                    (b)  The  Company does  not  have any  subsidiaries and
          does not directly or indirectly own any interest or investment in
          any other person.

                    (c)  The Company has, and pursuant to this Agreement is
          conveying, selling,  transferring,  assigning and  delivering  to
          Purchaser, good, valid, marketable, legal and beneficial title to
          all  of the  Purchased  Assets and  is  the lawful  owner of  the
          Purchased Assets, free and clear of all Liens.

               SECTION 3.2  AUTHORITY RELATIVE TO THIS AGREEMENT.  The
                            ------------------------------------
          Company  has full power and authority to execute and deliver this
          Agreement  and each other Transaction  Document to which  it is a
          party  and  to consummate  the  Contemplated  Transactions.   The
          execution,  delivery  and  performance  by the  Company  of  this
          Agreement  and the other Transaction  Documents to which  it is a
          party,   and  the   consummation  by   it  of   the  Contemplated
          Transactions, have been duly  and validly authorized and approved
          by the  Company's board  of directors  and  shareholders, and  no
          other  corporate  proceedings on  the  part  of the  Company  are
          necessary to authorize the execution and  delivery by the Company
          of this Agreement or the other Transaction Documents to which the
          Company  is  a party  or  the  consummation  of the  Contemplated
          Transactions.  This Agreement and the other Transaction Documents
          to  which the  Company is  a  party have  been  duly and  validly
          executed  and delivered by  the Company, and  (assuming the valid
          execution  and delivery  thereof  by the  other parties  thereto)
          constitute  the  legal,  valid  and  binding  agreements  of  the
          Company,  enforceable  against the  Company,  in  accordance with
          their  respective terms,  except  as such  obligations and  their
          enforceability may be limited  by applicable bankruptcy and other
          similar  laws  affecting  the enforcement  of  creditors'  rights
          generally and except that  the availability of equitable remedies
          is  subject to  the  discretion of  the  court before  which  any
          proceeding therefor may be brought (whether at law or in equity).

               SECTION 3.3  NO CONFLICTS; CONSENTS.  Neither the execution,
                            ----------------------
          delivery and performance  by the  Company of  this Agreement  and
          each other Transaction  Document to which it is  a party, nor the
          consummation of  the Contemplated  Transactions (i)  violates any
          provision  of the  Articles of  Incorporation or  by-laws  of the
          Company;  (ii)  requires  the  Company  to  obtain  any  consent,
          approval, permit or action of or waiver from,  or make any filing
          with, or give any notice to, any governmental body, or  any other
          person;  (iii) violates, conflicts with or results in a breach or
          default under (after  the giving of notice or the passage of time
          or both), or  permits the  termination of,  any contract,  right,
          other obligation or restriction relating to or which  affects the
          Purchased Assets  or the Business  or to which  the Company  is a
          party  or  by  which the  Company,  the Business  or  any  of the
          Purchased  Assets  may be  bound or  subject,  or results  in the
          creation of any Lien upon any of the Purchased Assets pursuant to
          the terms of any such contract; (iv) violates any law or order of
          any governmental  body against, or  binding upon, the  Company or
          upon the Purchased Assets or the Business of the Company;  or (v)
          violates or results in the revocation or suspension of any permit
          necessary for the conduct of the Business.

               SECTION 3.4  CHARTER DOCUMENTS AND CORPORATE RECORDS.  (a) 
                            ---------------------------------------
          The Company has heretofore delivered to Purchaser and Parent true
          and complete copies of the Articles of Incorporation and  by-laws
          of the Company as  in effect on the date  hereof.  The stock  and
          transfer  books  of  the  Company have  been  made  available  to
          Purchaser  and  Parent  for their  inspection  and  are true  and
          complete.   The  Company has  heretofore permitted  Purchaser and
          Parent  to inspect  true and  complete copies  of the  minutes of
          meetings (or written consents  in lieu of meetings) of  the board
          of directors (and all committees thereof) and shareholders of the
          Company.  All  actions taken by the  board of directors (and  all
          committees thereof) and shareholders of the Company are reflected
          in such minutes, written consents and other documentation.

                    (b)  All  financial,  business  and  accounting  books,
          ledgers, accounts and official and other records relating  to the
          Company, the Business and the Purchased Assets have been properly
          and  accurately kept and completed  in all material respects, and
          there are no material  inaccuracies or discrepancies contained or
          reflected      therein,      other     than      the     disputed
          classification/assessment  by  the  Department of  Labor  of  the
          employees  of  WordSmiths  relating  to  tax  treatment  of  such
          employees, which  is presently being appealed  by WordSmiths (the
          "Department of Labor Claim").
           -------------------------

               SECTION 3.5  FINANCIAL INFORMATION.  The Company has
                            ---------------------
          previously furnished  to Purchaser  and Parent true  and complete
          copies of (i) the Company's unaudited financial statements at and
          for the year ended June 30, 1997 (the "June 1997 Statement"), (ii)
                                                 -------------------
          the Company's unaudited financial statements at and for the years
          ended June 30, 1996  and 1995, and (iii) the  Company's unaudited
          statements  reflecting revenues  and  expenses  for the  calendar
          quarters   and  eleven  months  ended   May  31,  1998  and  1997
          (collectively, the "Interim Statements").  The Interim Statements
                              ------------------
          accurately present the revenue  and expenses of the Company  on a
          cash basis for the  periods then ended.  The  June 1997 Statement
          has  been prepared in a manner consistent with the Company's past
          practices and  accurately present  the financial position  of the
          Company as of its  date and results of operations for  the period
          then ended.

               SECTION 3.6  ABSENCE OF CERTAIN CHANGES. Since the June 1997
                            --------------------------
          Statement, except as set forth in this Agreement, the Company has
          conducted  the Business  in the  ordinary course  consistent with
          past practices and there has not been:

                    (a)  Any  material  adverse  change  in  the  Business,
          assets, financial  condition, prospects or results  of operations
          of the Company (collectively, the "Condition of the Business") or
                                             -------------------------
          any event, occurrence or circumstance that  could  reasonably  be
          expected to cause such a material adverse change;

                    (b)  Any material  adverse change in  the relationships
          of the Company with its customers and applicants; or

                    (c)  Except for any changes made in the ordinary course
          of  the Business,  any material  change in  any of  the Company's
          business  policies,  including  advertising, marketing,  pricing,
          purchasing, personnel, returns or budget policies.

               SECTION 3.7  INTANGIBLE PROPERTY.  (a)  The Company owns a
                            -------------------
          doing-business-as (d/b/a)  in and  to the name  "WordSmiths" (the
          "Acquired Name") filed in New York County, New York and any and all
           -------------
          other  intellectual  property  rights necessary  to  conduct  the
          Business and there are no agreements, arrangements, claims or any
          other rights  of any  character entitling  any person  other than
          Purchaser  to any interest in the Acquired Name and the Company's
          other intellectual property rights;

                    (b)  the Company has not received any notice contesting
          the Company's right to use the Acquired Name;

                    (c)  the  Acquired  Name  and  any  other  intellectual
          property rights  of the  Company have  not been  and are  not the
          subject of any pending or, to the Company's or Klein's knowledge,
          threatened litigation or claim of infringement.

               SECTION 3.8  CLAIMS AND PROCEEDINGS. There are no outstanding
                            ----------------------
          orders of any governmental body against or involving the Company,
          the Purchased  Assets or the Business, other  than the Department
          of  Labor Claim.  Other than the Department of Labor Claim, there
          are  no  actions,  suits,   claims  or  counterclaims  or  legal,
          administrative   or   arbitral  proceedings  or  investigations,
          (collectively, "Claims") (whether or  not the  defense thereof
                          ------
          or liabilities in  respect thereof are covered  by insurance),
          pending or,  to the Company's or Klein's knowledge, threatened on
          the date hereof, against or involving the  Company,  any  of  the
          Purchased  Assets  or the  Business.  There is no  fact, event or
          circumstance known to  the  Company or Klein that would give rise
          to any Claim other than the Department of Labor Claim  that, if
          pending or threatened would, in the Company's or Klein's reasonable
          judgment, have  an adverse effect on the Condition of the Business.

               SECTION 3.9  COMPLIANCE WITH LAWS.  The Company is not in
                            --------------------
          violation  of any  order, judgment, injunction,  award, citation,
          decree,  consent  decree  or writ,  or  any  law,  statute, code,
          ordinance,  rule,  regulation  or   other  requirement,  of   any
          government  or  political subdivision  thereof,  whether federal,
          state,  local or foreign, or any agency or instrumentality of any
          such  government  or  political  subdivision,  or  any  court  or
          arbitrator affecting the Purchased  Assets or the Business, other
          than the Department of Labor Claim.

               SECTION 3.10  PERMITS. The Company has obtained all licenses,
                             -------
          permits,   certificates,   certificates  of   occupancy,  orders,
          authorizations  and approvals  of (collectively,  "Permits"), and
                                                             -------
          has made all required  registrations   and   filings  with,   any
          governmental  body  that  are  required for  the  conduct  of the
          Business.  All Permits  that are required for the conduct  of the
          Business are in full force and effect; no violations  are or have
          been  recorded in  respect of  any Permit;  and no  proceeding is
          pending or threatened to revoke  or limit any Permit.   No Permit
          will terminate by reason of consummation of this Agreement.

               SECTION 3.11  CUSTOMERS; APPLICANTS. The relationships of the
                             ---------------------
          Company  with  its customers  are  reasonable  commercial working
          relationships and (i) all  amounts owing from such customers,  if
          not  in  dispute,  have  been   paid  in  accordance  with  their
          respective terms, (ii)  none of  such customers  within the  last
          twelve  months has threatened in writing  to cancel, or otherwise
          terminate, the relationship of such  person with the Company, and
          (iii)  to  the Company's  or  Klein's  knowledge,  none  of  such
          customers during the last  twelve months has decreased materially
          or threatened  to decrease  or limit materially  its relationship
          with the Company or  intends to decrease or limit  materially its
          business  with the Company.   There has been  no reduction in the
          number  or quality  of the  applicants available  to the  Company
          beyond levels normally experienced in the  ordinary course of the
          Company's Business.

               SECTION 3.12  DISCLOSURE.  Neither this Agreement, nor any
                             ----------
          audited  or   unaudited   financial  statements,   documents   or
          certificates furnished or to be furnished to Purchaser, Parent or
          any of their representatives or affiliates by or on behalf of the
          Company pursuant  to this  Agreement or  in connection  with this
          Agreement  contains  to  the best  of  the  Company's or  Klein's
          knowledge or will contain any untrue statement of a material fact
          or omits or will omit to state a material fact necessary in order
          to  make   the  statements   contained  herein  or   therein  not
          misleading.  There are no facts known to Klein or the Company and
          not  disclosed  herein, which  might  reasonably  be expected  to
          directly  and  materially  adversely  affect  the  value  of  the
          Purchased  Assets   or  the  Condition  of  the  Business.    All
          representations and warranties made by  the Company or Klein will
          be  deemed to  have  been  relied  on  by  Purchaser  and  Parent
          (notwithstanding any investigation by Purchaser).


                                      ARTICLE IV

                            REPRESENTATIONS AND WARRANTIES
                              OF THE PURCHASER AND PARENT

               SECTION 4.1  CORPORATE EXISTENCE AND POWERS.  (a)  The
                            ------------------------------
          Purchaser is  a corporation duly organized,  validly existing and
          in good standing under the laws of the State of New York, and has
          all requisite  powers and all  material permits required  to own,
          lease and operate its properties and to conduct its businesses.

                    (b)  The  Parent  is   a  corporation  duly  organized,
          validly existing and in good standing under the laws of the State
          of  Delaware,  and  has the  requisite  powers  and all  material
          permits required to own,  lease and operate is properties  and to
          conduct is business.

               SECTION 4.2  AUTHORITY RELATIVE TO THIS AGREEMENT.  The
                            ------------------------------------
          Purchaser and the  Parent have  the full power  and authority  to
          execute  and deliver  this Agreement  and each  other Transaction
          Document  to  which  it   is  a  party  and  to   consummate  the
          Contemplated   Transactions.     The   execution,   delivery  and
          performance by the Purchaser and the Parent of this Agreement and
          the other Transaction Documents to  which it is a party,  and the
          consummation by them of  the Contemplated Transactions, have been
          duly  and  validly  authorized  and   approved  by  each  of  the
          Purchaser's  and the Parent's  board of  directors, and  no other
          corporate  proceedings on the part of the Purchaser or the Parent
          are necessary  to authorize  the execution  and  delivery by  the
          Purchaser  and  the  Parent  of   this  Agreement  or  the  other
          Transaction Documents to which the Purchaser or Parent is a party
          or  the  consummation  of  the Contemplated  Transaction.    This
          Agreement  and  the  other  Transaction Documents  to  which  the
          Purchaser  or the Parent  is a party  have been duly  and validly
          executed  and  delivered by  the  Purchaser  or the  Parent,  and
          (assuming the valid execution and  delivery thereof by the  other
          parties  thereto)   constitute  the  legal,   valid  and  binding
          agreements of  the Purchaser and the  Parent, enforceable against
          the Purchaser and the Parent  in accordance with their respective
          terms, except  such obligations  and their enforceability  may be
          limited by applicable bankruptcy  or other similar laws affecting
          the enforcement of creditors' rights generally and except for the
          availability of  equitable remedies subject to  the discretion of
          the  court before which any proceeding may be brought (whether at
          law or in equity).

               SECTION 4.3  NO CONFLICTS; CONSENTS.  Neither the execution,
                            ----------------------
          delivery and performance by  the Purchaser or the Parent  of this
          Agreement and each of the other Transaction Documents to which it
          is a party, nor the consummation of the Contemplated Transactions
          (i) violates any  provision of the  Articles of Incorporation  or
          by-laws  of either the Purchaser or the Parent; (ii) requires the
          Purchaser or the Parent to obtain any consent, approval permit or
          action or  waiver from,  or make any  filings with,  or give  any
          notice to,  any governmental  body, or  any  other person;  (iii)
          violates any law  or order  of any governmental  body against  or
          binding  upon the Purchaser or  the Parent; or  (iv) violates and
          results in the revocation suspension of any permit  necessary for
          the conduct of the Purchaser's or the Parent's business.

               SECTION 4.4  LITIGATION. There are no claims, actions, suits,
                            ----------
          proceedings or  investigations, whether legal  or administrative,
          at law or in equity, pending or the best of Purchaser or Parent's
          knowledge  threatened  against  the   Purchaser  or  the   Parent
          involving  or effecting  the Purchaser's  ability to  perform its
          obligations hereunder or under the other Transaction Documents to
          which it is a party.


                                      ARTICLE V

                       AGREEMENTS RELATING TO THE COLLECTION OF
                                 ACCOUNTS RECEIVABLE

                    (a)  All outstanding accounts receivable of the Company
          on the date hereof (the "Receivables") shall be collected by
                                   -----------
          Purchaser on behalf of and  for the account of the Company.   The
          Purchaser agrees to utilize the same level of collection  efforts
          that it  would use in  the ordinary course  of the collection  of
          receivables for its own account, provided that Purchaser shall not
                                           --------
          be  required in any event to  bring any legal action or institute
          other  extraordinary collection  efforts to  collect Receivables.
          Any payments of receivables received  by Purchaser after the date
          hereof shall be deemed to  be received on a  "first-in-first-out"
          basis  so that all such  payments will be  first credited towards
          the Receivables  due from a  particular account debtor  until the
          entire amount  of such  account debtor's  Receivables is  paid in
          full to the Company  (after which time all receivables  from such
          account debtor shall be  for Purchaser's account), provided, that
                                                             --------
          if a particular payment of a  receivable  received  by  Purchaser
          specifically indicates that it is in payment for services provided
          after the date hereof, such receivable shall not be subject to this
          Article V and may be retained  by Purchaser, and  provided further,
                                                            ----------------
          that any Receivables which are the subject of a dispute with  the
          applicable  account debtor  (a  "Disputed Receivable")  shall  be
                                           -------------------     
          segregated from other Receivables of such account debtor and do not
          need to be collected  prior to  such account  debtor's being deemed
          to have been paid in full.

                    (b)  The Purchaser will  remit to  the Company  weekly,
          commencing  on  a  date two  weeks  after  the  date hereof,  the
          Receivables  collected  during  the  preceding  week  along  with
          documentation specifically identifying the client and the invoice
          paid.

                    (c)  Further, Purchaser will promptly bill on behalf of
          the Company  for any  services performed  prior to  the effective
          date  of this  Agreement  but  for  which  time  cards  were  not
          submitted  either to  the  Company or  Purchaser until  after the
          effective date  of this  Agreement.  Purchaser  will provide  the
          Company  with copies of all  invoices for services  so billed and
          will  remit in accordance with the above paragraph (b) any monies
          received  for services performed  prior to the  effective date of
          this Agreement.   Subject to paragraph (a) of this Article V, all
          revenues  (whether  billed  or unbilled)  generated  for services
          rendered  by the  Business prior  to the  effective date  of this
          Agreement belong to  the Company, and  all revenues generated  by
          the  Assets for services rendered  by Purchaser on  and after the
          effective date shall belong to the Purchaser.

                    (d)  The Company shall  not institute any legal  action
          or collection efforts with respect to a Disputed Receivable until
          such Disputed Receivable remains unpaid for 90 days following the
          date of  the invoice.   Prior to institution  any such action  or
          effort,  the Company  shall  notify Purchaser  of  its intent  to
          undertake  same.   If  within 10  business days  of notification,
          Purchaser fails to collect the Disputed Receivable or  notify the
          Company  that Purchaser  is buying  the Disputed  Receivable from
          Company  for  the  face value,  the  Company  is  free to  pursue
          whatever collection efforts or  legal action it deems appropriate
          to collect the Disputed Receivable.

                    (e)  Until all Receivables have  been paid or purchased
          by  Purchaser, the  Company and  its accountants  shall have  the
          right, upon  reasonable notice, during normal  business hours, to
          examine the  books  and  records  of Purchaser  relating  to  the
          Receivables.


                                      ARTICLE VI

                                   INDEMNIFICATION

               SECTION 6.1  SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF THE
                            -------------------------------------------------
          COMPANY AND KLEIN.  Notwithstanding any right of Purchaser and
          -----------------
          Parent  fully to investigate the  affairs of the  Company and any
          knowledge of  facts determined  or determinable by  Purchaser and
          Parent pursuant to such  investigation or right of investigation,
          Purchaser and  Parent each has the  right to rely fully  upon the
          representations,  warranties,  covenants  and agreements  of  the
          Company   and  Klein  contained  in  this  Agreement  or  in  any
          instrument delivered in connection with or pursuant to any of the
          foregoing.   All such covenants and agreements of the Company and
          Klein shall survive the execution and delivery of this Agreement.
          All of such  representations and warranties  made by the  Company
          and  Klein  shall  survive the  execution  and  delivery  of this
          Agreement  for a period  of two (2)  years following the  date of
          this Agreement; provided, that the representations and warranties
                          --------
          made by the Company and Klein in Section 3.2 with respect to due
          authority shall survive  the  execution  and  delivery  of  this
          Agreement.

               SECTION 6.2  OBLIGATION OF THE COMPANY AND KLEIN TO INDEMNIFY.
                            ------------------------------------------------
          The Company and Klein, jointly and severally, agree to indemnify,
          defend  and  hold  harmless   Purchaser  and  Parent  (and  their
          respective    directors,    officers,   employees,    affiliates,
          successors,  assigns  and representatives)  from and  against all
          Claims,  losses,  liabilities, damages,  deficiencies, judgments,
          settlements, costs of investigation or other  expenses (including
          interest,   penalties   and   reasonable  attorneys'   fees   and
          disbursements   and   expenses   incurred   in   enforcing   this
          indemnification or in any litigation between  the parties or with
          third parties) (collectively, the "Losses") suffered  or incurred
                                             ------
          by Purchaser, Parent or any of the foregoing persons arising  out
          of (a) any breach of  the  representations, warranties, covenants
          and agreements of the Company or Klein contained in  this Agreement
          or any Transaction  Document, or (b) any  Company Liability whether
          arising prior to or after the date of this Agreement. The amount of
          such indemnification  shall be limited to  the sum  of the purchase
          price paid  hereunder and the aggregate amounts paid under the 
          Employment   Agreement   and   the   Noncompetition    Agreement.
          Notwithstanding  anything   to  the contrary  contained   in  this
          Agreement  and   the  Transaction Documents, neither the Purchaser
          nor  the Parent shall  have any rights, remedies or recourse against
          the Company  or Klein except to the extent  that  any  breach  or
          Company  Liability results  in  actual costs,  expenses, liabilities
          or damages to  Purchaser or  Parent.

               SECTION 6.3  SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF THE
                            -------------------------------------------------
          COMPANY AND PARENT.  All the representations and warranties made
          ------------------
          herein  by the  Purchaser  and/or the  Parent  shall survive  the
          execution and delivery of  this Agreement for a period of two (2)
          years following the date of this Agreement; provided, that the
                                                      --------
          representations  and warranties  made  by the  Purchaser and  the
          Parent in Section 4.2 with respect to due authority shall survive
          the execution and delivery of this Agreement.

               SECTION 6.4  OBLIGATION OF PURCHASER AND PARENT TO INDEMNIFY. 
                            -----------------------------------------------
          The Purchaser  and the Parent,  jointly and  severally, agree  to
          indemnify,  defend  and  hold   harmless  the  Company  (and  its
          directors, officers, employees,  affiliates, successors,  assigns
          and representatives) and  Klein from any and  all Losses suffered
          or incurred  by the  Company or  Klein  or any  of the  foregoing
          persons  arising out  of (a) any  breach of  the representations,
          warranties,  covenants and  agreements  of the  Purchaser or  the
          Parent  contained  in  this   Agreement  or  in  any  Transaction
          Document,  or  (b)  any liability  relating  to  the  use of  the
          Purchased Assets or the  conduct of the Business by  Purchaser or
          the Parent after the date hereof.


                                     ARTICLE VII

                                    MISCELLANEOUS

               SECTION 7.1  EXPENSES.  Except as otherwise specifically
                            --------
          provided in this  Agreement, the parties hereto shall  bear their
          respective expenses  incurred in connection with the preparation,
          execution and  performance of this Agreement  and the Transaction
          Documents, including,  without limitation, all fees  and expenses
          of their respective representatives.

               SECTION 7.2  PUBLIC ANNOUNCEMENTS.  Prior to and after the
                            --------------------
           date  of this Agreement, the Company  and Purchaser will consult
          with each  other before  issuing any press  release or  otherwise
          making  any public  statement  with respect  to the  Contemplated
          Transactions, and will not  issue any such press release  or make
          any such  public  statement without  the  prior approval  of  the
          Company or  Purchaser, as  the  case may  be,  except as  may  be
          required by applicable Law  in which event the other  party shall
          have the right  to review and comment upon (but  not approve) any
          such press release or public statement prior to its issuance.  

               SECTION 7.3  FURTHER ASSURANCES.  The Company  on the one
                            ------------------
          hand,  and Parent and Purchaser, on the other hand, hereby agree,
          without  further  consideration, to  execute  and  deliver at  or
          following the  date hereof such instruments of  transfer and take
          such  other action as the other parties may reasonably request in
          order  to  put  Purchaser  in  possession  of,  and  to  vest  in
          Purchaser, good,  valid and  unencumbered title to  the Purchased
          Assets in  accordance with this  Agreement and to  otherwise give
          effect  to the Contemplated Transactions.  After the date of this
          Agreement, Purchaser and Parent shall afford reasonable access to
          any  and  all charter  documents  and  corporate records  of  the
          Company  which are in  the Purchaser's or  Parent's possession as
          the Company or Klein may from time to time reasonably request.

               SECTION 7.4  DOCUMENTATION.  Simultaneously herewith, the
                            -------------
          Company is delivering to Purchaser the following:

                    (a)  A  certificate, dated  contemporaneously herewith,
          of  the   Secretary  or   Assistant  Secretary  of   the  Company
          certifying, among other things, that attached or appended to such
          certificate (i) is  a true and correct copy of the Certificate of
          Incorporation  and  by-laws  (or comparable  instruments)  of the
          Company,  and  all  amendments if  any  thereto  as  of the  date
          thereof;  (ii) are the names of the directors and officers of the
          Company; (iii) is a true  copy of all corporate actions  taken by
          the board of directors and the shareholders of the Company (which
          actions shall have been  taken prior to the date of entering into
          this Agreement) to  authorize the Contemplated Transactions;  and
          (iv)  are the  names  and  signatures  of  the  duly  elected  or
          appointed officers  of the Company who are  authorized to execute
          and deliver  this Agreement,  the Transaction Documents  to which
          the Company is  a party  and any certificate,  document or  other
          instrument in connection herewith.

                    (b)  Possession and control of the Purchased Assets.

                    (c)  Bill of Sale executed  by the Company conveying to
          Purchaser all  of the Purchased Assets  being acquired hereunder,
          free and clear of any and all Liens, substantially in the form of
          Exhibit E hereto.
          ---------

                    (d)  Good  standing certificates  for the  Company from
          the Secretary of State of the  State of New York and each  of the
          jurisdictions in which the Company is qualified to do business as
          a foreign corporation.

                    (e)  A signed  opinion of the Company's  counsel, dated
          contemporaneously  herewith, addressed  to Purchaser  and Parent,
          substantially in the form of opinion annexed as Exhibit F hereto.
                                                          ---------

                    (f)  A signed  opinion of the Purchaser's  and Parent's
          counsel,  dated  contemporaneously  herewith,  addressed  to  the
          Company  and Klein, substantially in  the form of opinion annexed
          as Exhibit G hereto.
             ---------

                    (g)  Copies  of  all  Business  books  and  records  as
          reasonably  requested by Purchaser and related to the purchase of
          Purchased Assets.

                    (h)  The  UCC-3 terminating the  European American Bank
          lien.

                    (i)  A certificate  to be filed by  Purchaser on behalf
          of  the Company with the Department of  State of the State of New
          York canceling the Company's  use and right to the  Acquired Name
          as a fictitious name of the Company. 

                    (j)  A check  in the amount  of $6,500 for  the partial
          purchase  price of certain  shares of  the Parent's  common stock
          being purchased in connection with the Employment Agreement.

               SECTION 7.5 NOTICES. (a) Any notice or other  communication
                           -------
          required  or permitted hereunder shall be in writing and shall be
          delivered personally by hand  or by recognized overnight courier,
          telecopied or  mailed (by  registered or certified  mail, postage
          prepaid) as follows:

                           (i)   If to Purchaser or Parent, one copy to:

                                 Paramount Financial Corporation
                                 One Jericho Plaza
                                 Jericho, New York 11753
                                 Telecopier:  (516) 938-3995
                                 Attention:  Glenn Nortman, Chief Executive
                                              Officer

                                 with a simultaneous copy to:

                                 Thelen Reid & Priest LLP
                                 40 West 57th Street
                                 New York, New York 10019
                                 Telecopier:  (212) 603-2001
                                 Attention:  Danal F. Abrams, Esq.

                          (ii)   If to the Company, one copy to:

                                 RBW Staffing Resources Inc.
                                 632 Broadway
                                 New York, New York 10012
                                 Telecopier:
                                 Attention: Robert Klein, President

                                 with a simultaneous copy to:

                                 Ruden, McClosky, Smith, Schuster& Russell,
                                  P.A.
                                 200 East Broward Boulevard
                                 P.O. Box 1900
                                 Fort Lauderdale, Florida 33302
                                 Telecopier: (954) 764-4996
                                 Attention:  Diane J. Geller, Esq.

                    (b)  Each such  notice or other  communication shall be
          effective  (i)  if given  by  telecopier, when  such  telecopy is
          transmitted to the telecopier  number specified in Section 7.5(a)
          (with confirmation of such  transmission), or (ii) when delivered
          at the  address specified in Section 7.5(a).  Any party by notice
          given in accordance with  this Section 7.5 to the other party may
          designate  another  address  or  person for  receipt  of  notices
          hereunder.   Notices by a party  may be given by  counsel to such
          party.

               SECTION 7.6  ENTIRE AGREEMENT.  This Agreement and the
                            ----------------
          collateral   agreements   executed   in   connection   with   the
          consummation of the Contemplated  Transactions contain the entire
          agreement between the parties with respect to the  subject matter
          hereof  and   related  transactions   and  supersede   all  prior
          agreements, written or oral, with respect thereto.

               SECTION 7.7  WAIVERS AND AMENDMENTS; NON-CONTRACTUAL REMEDIES;
                            ------------------------------------------------
          PRESERVATION OF REMEDIES.  This Agreement may be amended,
          ------------------------
          superseded,  canceled,  renewed or  extended  only  by a  written
          instrument  signed by the parties  hereto.  The provisions hereof
          may be waived only in writing by the parties hereto.  No delay on
          the part of any party in exercising any right, power or privilege
          hereunder shall operate as a waiver thereof, nor shall any waiver
          on the part  of any party of any such  right, power or privilege,
          nor any single  or partial exercise  of any such right,  power or
          privilege, preclude any further  exercise thereof or the exercise
          of any other such right, power or privilege.  Except as otherwise
          provided  herein, the  rights  and remedies  herein provided  are
          cumulative and are not  exclusive of any rights or  remedies that
          any party may otherwise have at law or in equity.

               SECTION 7.8  GOVERNING LAW. This Agreement shall be governed
                            -------------
          and  construed in accordance  with the laws  of the  State of New
          York  applicable to agreements made and  to be performed entirely
          within such State, without  regard to the conflict of  laws rules
          thereof.
                  
               SECTION 7.9  CONSENT TO JURISDICTION AND SERVICE OF PROCESS.
                            ----------------------------------------------
          The  parties hereto irrevocably:  (a) agree that any suit, action
          or  other legal proceeding arising  out of this  Agreement may be
          brought in the courts of the  State of New York or the courts  of
          the United States located  in the State of New  York, (b) consent
          to the  jurisdiction of  each court in  any such suit,  action or
          proceeding, (c) waive any  objection which they, or any  of them,
          may  have to  the laying  of venue  of any  such suit,  action or
          proceeding in  any of such courts,  and (d) waive the  right to a
          trial by jury in any such suit, action or other legal proceeding.

               SECTION 7.10  FEES OF PREVAILING PARTY.  If there is a dispute
                             ------------------------
          under this Agreement or the Transaction Documents, the prevailing
          party  shall be  entitled to  recover from  the losing  party all
          reasonable  attorneys' fees  and  costs  incurred  by it  in  the
          resolution of such dispute.

               SECTION 7.11  BINDING EFFECT; NO ASSIGNMENT.  This Agreement
                              ----------------------------
          and  all  of its  provisions,  rights  and  obligations shall  be
          binding upon and shall inure to the benefit of the parties hereto
          and their respective successors, heirs and legal representatives.
          This  Agreement may not  be assigned  (including by  operation of
          Law)  by a party without the express written consent of Purchaser
          and Parent (in the case of assignment by the Company or Klein) or
          the  Company (in the case  of assignment by  Purchaser or Parent)
          and any purported  assignment, unless so  consented to, shall  be
          void and  without effect;  provided, that the  benefits hereunder
                                     --------
          (but not the obligations) of Purchaser or Parent  may be assigned
          by Purchaser  or  Parent  and the benefits hereunder (but not the
          obligations) of Company may be assigned  by the Company.  Nothing
          herein express   or  implied is intended or shall be construed to
          confer upon or to give anyone  other than the  parties hereto and
          their respective  heirs,  legal  representatives  and  successors
          any  rights  or benefits under or by reason of this Agreement and
          no other party shall have any right to enforce any of the provisions
          of this  Agreement.

               SECTION 7.12  EXHIBITS.  All Exhibits attached hereto are
                             --------
          hereby incorporated by reference  into, and made a part  of, this
          Agreement.  

               SECTION 7.13  SEVERABILITY.  If any provision of this
                             ------------
          Agreement for any  reason shall be held to be illegal, invalid or
          unenforceable,  such  illegality, invalidity  or unenforceability
          shall  not affect any other provision of this Agreement, but this
          Agreement  shall  be construed  as  if such  illegal,  invalid or
          unenforceable provision had never been included herein.


     <PAGE>

               SECTION 7.14  COUNTERPARTS. The Agreement may be executed in
                             ------------
          any number of counterparts,  each of which shall be  deemed to be
          an original as against any party whose signature appears thereon,
          and  all  of which  shall together  constitute  one and  the same
          instrument.  This Agreement shall become binding when one or more
          counterparts hereof, individually  or taken together,  shall bear
          the  signatures of  all of  the parties  reflected hereon  as the
          signatories.

               IN WITNESS WHEREOF, the undersigned have executed this
               ------------------
          Agreement as of the date set forth above.

                                        RBW STAFFING RESOURCES INC.


                                        By:    /s/ Robert Klein
                                            --------------------------
                                            Name:  Robert Klein
                                            Title: President



                                           /s/ Robert Klein
                                        ------------------------------
                                        Robert Klein


                                        PARAMOUNT FINANCIAL CORPORATION


                                        By:   /s/ Glenn Nortman
                                            ---------------------------
                                            Name:  Glenn Nortman
                                            Title: Chief Executive Officer


                                        DELTAFORCE PERSONNEL SERVICES


                                        By:    /s/ Jeffrey Nortman
                                            ----------------------------
                                            Name:  Jeffrey Nortman
                                            Title: Chief Executive Officer