Securities and Exchange Commission
                             Washington, D.C. 20549


                                  FORM 10-KSB/A #1

 Annual Report under Section 13 or 15 (d) of the Securities Exchange Act 1934:
                      Fiscal Year Ended DECEMBER 31, 2002

                         Commission File Number: 0-31527


                            CERTIFIED SERVICES, INC.
                 (Name of Small Business Issuer in its Charter)

             477 Madison Avenue, 12th Floor, New York, NY 10022-5839
           (Address of Principal executive Offices including Zip Code)

                                 (212) 308-8700
                           (Issuer's Telephone Number)

       Securities registered under Section 12(b) of the Exchange Act: None

Securities  registered  under Section  12(g) of the Exchange Act:  Common Stock,
$.001 par Value

Check whether  Registrant (1) filed all reports  required to be filed by Section
13 or 15 (d) of the  Securities  Exchange  Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days: Yes [ X ]
No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

Registrant's revenues for the year ended December 31, 2002: $40,406,261

The aggregate  market value of Common Stock held by  non-affiliates  at February
28, 2003 was $4,036,439

Shares of Common  Stock,  $.001 par,  outstanding  at March 3,  2003:  8,447,811
shares

Documents incorporated by reference: None

Transitional Small Business Disclosure Format (check one): Yes [ X ] No [ ]



                                TABLE OF CONTENTS

The  Registrant  hereby files this  Amendment  No.1 to its Annual Report on Form
10-KSB for the fiscal year ended  December  31, 2002,  (the "Annual  Report") to
amend Part IV,  Item15(a)(2)  of the Annual Report to include (1) the January 1,
2002 Risk  Management  Agreement  that should have been filed as Exhibit 10 (a);
(2) a form of the  January 29,  2002,  Lock Up  Agreement  that should have been
filed as Exhibit 10 (b); (3) the September 25, 2002 Long Term Capital  Agreement
that should have been filed as Exhibit 10 (c);  and (4) the  September  29, 2002
Agreement with the selling  stockholders  of APEO that should have been filed as
Exhibit 10 (d). The foregoing  exhibits were  inadvertently  not attached to the
Annual  Report filed on March 31, 2003.  No other  changes have been made to the
Form 10-KSB.  This amendment does not reflect any events  occurring  after March
31, 2003, the date the Company filed the Annual Report on Form 10-KSB

                                     PART IV

Item 15.  Exhibits,  Financial  Statement  Schedules and Reports on Form 8-K (a)
Documents filed as part of this report:

     3.   Exhibits

The  Registrant  hereby  amends its Annual  Report on Form 10-KSB for the fiscal
year ended December 31, 2002, by filing the following Exhibits:

     10   (a) January 1, 2002, Risk Allocation Agreement
          (b)  Form of January 29, 2002, Lock Up Agreement
          (c)  Form of  Subscription  Agreement  dated  September  30,  2002
          (d)  September 29, 2002  Agreement  with the selling  stockholders  of
               APEO

                                   SIGNATURES

In  accordance  with the Exchange  Act,  this  amendment to this report has been
signed below by the  following  persons on behalf of the  Registrant  and in the
capacities and on the dates indicated.

Dated: April 10, 2003


Certified Services, Inc.


By: /s/Danny L. Pixler                          By:   Anthony R. Russo
    -----------------------------                     -----------------------
       Danny L. Pixler, President,                    Anthony R. Russo, Chief
       Chief Operating Officer                        Executive and Financial
       and Director                                   Officer and Director

Pursuant  to the  requirements  of the  Securities  Exchange  Act of 1934,  this
amendment  to this  report has been  signed  below by the  following  persons on
behalf of the Registrant and in the capacities and on the dates indicated.


By: /s/O. Ray McCartha
    -------------------------
    O. Ray McCartha, Director

Dated: April 10, 2003



By: /s/Ivan Dobrin
    ---------------------
    Ivan Dobrin, Director

Dated: April 10, 2003



By: /s/Scott Zoppoth
    -----------------------
    Scott Zoppoth, Director

Dated: April 10, 2003







                                 CERTIFICATIONS

I, Anthony R. Russo, the Registrant's Chief Executive Officer certifies that:

1. I have  reviewed  this  amendment  to this  annual  report on Form  10-KSB of
Certified Services, Inc.;

2.  Based on my  knowledge,  the  annual  report  does not  contain  any  untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
Registrant as of, and for, the periods presented in this annual report;

4.  The  Registrant's  other  certifying  officers  and  I  am  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange  Act Rules  13a-14  and  15d-14)  for the  Registrant  and we have:  a)
designed  such  disclosure  controls  and  procedures  to ensure  that  material
information relating to the Registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period  in  which  this  annual  report  is being  prepared;  b)  evaluated  the
effectiveness  of the  Registrant's  disclosure  controls and procedures as of a
date  within  90 days  prior  to the  filing  date of this  annual  report  (the
"Evaluation Date"); and c) presented in this annual report our conclusions about
the  effectiveness  of the  disclosure  controls  and  procedures  based  on our
evaluation as of the Evaluation Date;

5. The Registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the Registrant's auditors and the audit committee of
Registrant's board of directors (or persons performing the equivalent function):
a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  Registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  Registrant's
auditors any material weaknesses in internal controls; and b) any fraud, whether
or not  material,  that  involves  management  or  other  employees  who  have a
significant role in the Registrant's internal controls; and

6. The  Registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: April 10, 2003


/s/  Anthony R. Russo
Chief Executive Officer


I, Anthony R. Russo, the Registrant's Chief Financial Officer, certifies that:

1. I have  reviewed  this  amendment  to this  annual  report on Form  10-KSB of
Certified Services, Inc.;

2.  Based on my  knowledge,  the  annual  report  does not  contain  any  untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
Registrant as of, and for, the periods presented in this annual report;

4.  The  Registrant's  other  certifying  officers  and  I  am  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange  Act Rules  13a-14  and  15d-14)  for the  Registrant  and we have:  a)
designed  such  disclosure  controls  and  procedures  to ensure  that  material
information relating to the Registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period  in  which  this  annual  report  is being  prepared;  b)  evaluated  the
effectiveness  of the  Registrant's  disclosure  controls and procedures as of a
date  within  90 days  prior  to the  filing  date of this  annual  report  (the
"Evaluation Date"); and c) presented in this annual report our conclusions about
the  effectiveness  of the  disclosure  controls  and  procedures  based  on our
evaluation as of the Evaluation Date;

5. The Registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the Registrant's auditors and the audit committee of
Registrant's board of directors (or persons performing the equivalent function):
a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  Registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  Registrant's
auditors any material weaknesses in internal controls; and b) any fraud, whether
or not  material,  that  involves  management  or  other  employees  who  have a
significant role in the Registrant's internal controls; and

6. The  Registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

/s/  Anthony R. Russo
Chief Financial Officer

Date: April 10, 2003



Exhibit 10(a):

Risk  Allocation  Agreement made this 1st Day of January 2002,  between  Midwest
Merger Management,  LLC, a Kentucky limited liability company, with an office at
10602  Timberwood  Circle,  #9,  Louisville,  Kentucky  40223  ("Midwest"),  and
Certified Services, Inc,. a publicly owned and traded Nevada corporation with an
office at 477 Madison  Avenue,  12th Floor,  New York, New York 10022  ("CSRV").
Midwest and CSRV are sometimes hereinafter individually referred to as a "Party"
and collectively as the "Parties".

                              W I T N E S S E T H:

WHEREAS,  CSRV is engaged in the business of operating a  professional  employer
organization  including procuring Workers  Compensation  Insurance and providing
Workers Compensation claims management and administration; and

Whereas,  CSRV is  desirous  of  being  able to fix its  operating  costs,  more
accurately manage its cash requirements, and focus on its short-term priority of
marketing its business services to small and emerging organizations; and

WHEREAS,  CSRV  desires to engage and retain  Midwest to aid and assist  CSRV in
performing the WC Services (as that term is defined in Section 2 below); and

WHEREAS,  Midwest is willing  to  perform WC  Services  to CSRV on the terms and
subject to the conditions hereinafter set forth.

NOW THEREFORE, intending to be legally bound, the Parties hereby incorporate the
foregoing recitals into this agreement (the "Agreement") and agree as follows.

     1.  Engagement.  CSRV hereby  engages and retains  Midwest as its exclusive
agent to perform the WC Services on behalf of CSRV and its operating subsidiary,
America's  PEO  Holdings,   Inc.  and  any   subsequently   acquired   operating
subsidiaries;  and Midwest  hereby  accepts  such  appointment  on the terms and
subject to the conditions hereinafter set forth.

     2.  Performance of the WC Services.  As soon as  practicable  following the
execution  of this  Agreement,  Midwest  shall  assume  all  responsibility  for
workplace accidents that occur during the term of this Agreement.  Specifically,
Midwest shall:  (i) utilize its more stable and  established  business assets to
retain and service such Workers Compensation Insurance coverage as Midwest deems
reasonable  and  prudent  at its sole  cost and  expense;  (ii)  establish  such
deductible  levels  as  Midwest  deems  reasonable  and  prudent;  (iii)  assume
responsibility  for and  promptly  make all  required  payments in excess of the
applicable  deductibles;  (iv) engage and  utilize  the  services of a reputable
independent third party administrator to timely pay all approved workers claims;
and (v) arrange with such third party  administrator for CSRV's  examination and
copying, during normal business hours and on reasonable advanced written notice,
of the agent's books and records.  The foregoing  are  hereinafter  collectively
referred to as the "WC Services".

     3. Service Fees and Expenses. The following shall apply:

     A. Service Fee. As its sole  compensation  for the WC Services,  CSRV shall
pay to Midwest and Midwest  hereby agrees to accept a percentage of CSRV's gross
payroll (the "Service  Fee").  For the first year of the term of this Agreement,
the Service Fee shall be three (3) percent;  and shall be payable  weekly on the
same day that CSRV pays its worksite or home employees. For all succeeding years
of the term of this Agreement, the Service Fee shall be the greater of three (3)
percent of gross payroll or equal to two times CSRV's weighted average of annual
claims paid for the preceding  five years,  at Midwest's  sole  discretion  (the
"Claims Paid History"). The Claims Paid History shall be determined on the basis
of CSRV's  integrated  quarterly  Claims Paid Reports prepared and maintained by
CSRV in the ordinary course of its business; and

     B.  Expenses.   It  is  expressly  agreed  and  understood  that  Midwest's
compensation  as  provided  herein  does not  include  the normal  out-of-pocket
expenses,  including  but not limited to long distance  communication,  airfare,
hotel lodging and meals, transportation, express mail, etc., incurred by Midwest
in  performing  the Services  and  carrying out its duties under the  Agreement.
Midwest shall agree to seek  pre-approval  from CSRV if any single expense is in
excess of $100.00.  All invoiced  expenses will be due upon  submission to CSRV.
Whenever feasible, Midwest will request advance payment of approved expenses.

     5. Term and  Termination.  The following  provisions shall be applicable to
this Agreement:

     A. Term.  This Agreement shall commence as of the date hereof and expire on
the fifth anniversary of its execution; and

     B.  Termination.  Either  Party  shall  have the  right to  terminate  this
Agreement on three months  written  notice prior to the expiration of the annual
anniversary of the execution of this Agreement. No termination of this Agreement
shall in any way  affect  the right of  Midwest  to  receive  reimbursement  for
billed,  accrued and/or unbilled disbursements which right CSRV hereby agree and
consent is absolute.

     6.  Representations  Warranties,  and Covenants.  In order to implement the
operation of this Agreement, the Parties hereby jointly and severally represent,
warrant, covenant, agree and consent as follows:

     A. Good  Standing.  CSRV and  Midwest are  entities  duly  formed,  validly
existing  and in good  standing  under  the laws of the  States  of  Nevada  and
Kentucky,  respectively,  with full power and  authority to conduct its business
and to deliver and perform this Agreement in the time and manner contemplated;

     B. No Breach. The execution, delivery and performance of this Agreement, in
the time and manner herein specified, will not conflict with, result in a breach
of, or constitute a default under any existing  agreement,  indenture,  or other
instrument  to which either CSRV or Midwest is a party or by which either entity
may be bound or affected;

     C. Authority. Both CSRV and Midwest have full legal authority to enter into
this Agreement and to perform the same in the time and manner contemplated;

     D. Approval. This Agreement has been submitted to, ratified and approved by
the  respective  Board of Directors of CSRV and the Managers of Midwest.  Except
for the  foregoing,  no action or  proceeding  on the part of CSRV or Midwest is
necessary to authorize this Agreement and the transactions  contemplated hereby.
No filing  with,  authorization,  consent  or  approval  of any  public  body or
authority  is  necessary  for  the  consummation  by  CSRV  and  Midwest  of the
transaction contemplated by this Agreement;

     E.  Midwest's  Right of  Inspection.  Midwest shall have the right,  during
regular business hours and upon reasonable advanced written notice (but not more
than six each year during the term of this  Agreement),  to examine CSRV's books
and  records for the purpose of  determining  the  accuracy of the amount of the
Claims Paid History or of CSRV's gross payroll;

     F.  Insurance  Underwriter.  Midwest  agrees to cause CNA or an  equivalent
Workers  Compensation  Insurance carrier  underwrite any duty or obligation that
Midwest  has  undertaken  hereunder  that is or may be deemed or  required to be
underwritten by a licensed insurance carrier;

     G. CSRV's Records.  CSRV shall: (i) maintain,  timely submit and verify all
employee  payroll and claims  paid  records,  including  payroll and claims paid
registers to Midwest on a weekly basis; and (ii) cause its Payroll Department to
supply  Midwest  with any and all  records  and  documents  that  Midwest  deems
reasonably  necessary or required to verify CSRV's gross  payroll  and/or Claims
Paid  History.  In  addition,  all data  applicable  to  employees  and worksite
locations of CSRV and other data referred to herein shall be true and correct;

     H. Cost  Reimbursement.  CSRV shall promptly  reimburse Midwest for any and
all costs or expenses incurred by Midwest as a result of any inaccuracies in the
data submitted by CSRV under Section 6F above;

     I.  Pre-Agreement  Payments.  All wages and compensation due and payable to
CSRV's  employees  for any  period  prior to the  execution  of this  Agreement,
including,  but not limited to, regular salaries and wages,  overtime,  bonuses,
vacation  pay,  and  severance  pay have been  paid by CSRV.  In  addition,  the
securing of all Workers  Compensation  Insurance  as well as any and all matters
attendant  thereupon that pre-date this Agreement shall specifically be the sole
responsibility of CSRV and/or its predecessors;  and Midwest shall have no duty,
obligation or responsibility with respect thereto; and

     J. Taxes Paid. All proper  deductions for income tax,  social security tax,
and any other payroll taxes that may be required under state and federal laws to
be made from the compensation paid to CSRV's employees for services performed in
conjunction with their employment with CSRV have been paid by CSRV.

     7.  Confidential  Data. The following  confidentiality  provisions shall be
applicable to this Agreement:

     A.  Midwest  shall not  divulge  to  others,  any  secret  or  confidential
information,  knowledge,  or data  concerning  or pertaining to the business and
affairs  of  CSRV,  obtained  by  it  as a  result  of  its  employment,  unless
authorized, in writing, by CSRV; and

     B.  Midwest  shall not be  required  in the  performance  of its  duties to
divulge to CSRV or any officer,  director, agent or employee of CSRV, any secret
or  confidential  information,  knowledge,  or data concerning any other person,
firm or entity (including,  but not limited to, any such persons, firm or entity
which may be competitor or potential  competitor of CSRV) which Midwest may have
or be able to obtain otherwise than as a result of the relationship  established
by this Agreement.

     8.  Independent  Contractor.  Midwest  shall  be,  and be  deemed to be, an
independent  contractor in the performance of its duties  hereunder,  any law of
any jurisdiction to the contrary  notwithstanding.  Midwest shall not, by reason
of this Agreement or the performance of its duties  hereunder,  be, or be deemed
to be, an employee,  agent, partner,  co-venturer or controlling person of CSRV;
and  Midwest  shall  have no power to enter into any  agreement  on behalf of or
otherwise  bind CSRV.  The  Consultant  shall not have,  or be deemed to have, a
fiduciary obligations or duties to CSRV and shall be free to pursue, conduct and
carry on for its own  account (or for the  account of others)  such  activities,
employments,  ventures,  businesses  and other  pursuits as Midwest in its sole,
absolute and unfettered discretion, may elect.

     9.  Rights and  Obligations  Subsequent  to Closing.  The  representations,
warranties,  agreements,  covenants and obligations of CSRV contained herein are
material,  shall be deemed to have been relied upon by Midwest and shall survive
execution of this Agreement for one year,  regardless of any investigation,  and
shall not merge in the performance of any obligation by any Party hereto.

     10.  Expenses.  Regardless of whether or not the  transaction  contemplated
herein is consummated,  each Party shall be responsible for its own share of all
costs and expenses  incurred in connection with this Agreement and  transactions
contemplated hereby.

     11.  Amendment.  This  Agreement  may be amended by the  Parties  hereto by
action  taken by their  respective  Board of  Directors or Managers at any time.
This  Agreement may not be amended  except by an instrument in writing signed on
behalf of each of the Parties hereto.

     12.  Broker's  Fee.  The  Parties  hereby  represent  and  warrant  that no
individual,  firm or entity is entitled to any  brokerage  commission or finders
fee in connection with the transaction  contemplated herein; and hereby agree to
indemnify  and hold the other Party  harmless  from  liability  arising out of a
claim for a brokerage  commission  or finders fee as a result of action taken by
one Party.

     13. Binding Effect. All of the terms and provisions of this Agreement shall
be binding  upon and shall  inure to the  benefit of and be  enforceable  by and
against the successors and assigns of the Parties hereto.

     14.  Assignment.  This  Agreement  is binding  upon and shall  inure to the
benefit of the  Parties  hereto and their  respective  successors  and  assigns.
Notwithstanding the foregoing, neither party shall assign or transfer any rights
or  obligations  hereunder,  except that:  (i) CSRV may assign or transfer  this
Agreement  to  CSRV  to a  successor  corporation  in  the  event  of a  merger,
consolidation,  or transfer or sale of all or substantially all of the assets of
CSRV, provided that no such further assignment shall relieve CSRV from liability
for the  obligations  assumed by it  hereunder;  and (ii)  Midwest may assign or
transfer this  Agreement to any firm which is an affiliate of Midwest,  provided
that no such assignment shall relieve Midwest from liability for its obligations
hereunder.

     15.  Entire  Agreement.  Each of the  Parties  hereby  covenants  that this
Agreement  is  intended  to  and  does  contain  and  embody  herein  all of the
understandings and agreements, both written and oral, of the Parties hereby with
respect to the subject matter of this  Agreement,  and that there exists no oral
agreement or understanding,  express or implied, whereby the absolute, final and
unconditional  character  and  nature  of  this  Agreement  shall  be in any way
invalidated, empowered or affected. There are no representations,  warranties or
covenants other than those set forth herein.

     16.  Laws of the State of New York.  This  Agreement  shall be deemed to be
made, executed and delivered in, governed by and interpreted under and construed
in all  respects  in  accordance  with  the  laws  of  the  State  of New  York,
irrespective of the place of domicile or residence of any Party. In the event of
controversy  arising out of the  interpretation,  construction,  performance  or
breach  of  this  Agreement,  the  Parties  hereby  agree  and  consent  to  the
jurisdiction  and venue of the United  States  District  Court for the  Southern
District of New York and  further  agree and consent  that  personal  service or
process in any such action or proceeding outside of the State of New York and in
the City of New York  shall be  tantamount  to  service  in person or within the
State  of New  York  and in the  City of New  York  and  shall  confer  personal
jurisdiction and venue on the said Court.

     17.  Originals.  This  Agreement may be executed in  counterparts,  each of
which so executed  shall be deemed an original  and  constitute  one of the same
Agreement.

     18.  Address  of  Parties.  Each  Party  shall at all times  keep the other
informed  of its  principal  place of  business  if  different  from that stated
herein, and shall promptly notify the other of any change, giving the address of
the new principal place of business.

     19. Notices. All notices that are required to be or may be sent pursuant to
the provisions of this Agreement shall be sent by certified mail, return receipt
requested,  or by overnight  package  delivery service to each of the Parties at
the address  appearing  herein,  and shall count from the date of mailing or the
date following the date of the airbill.

     20.  Modification  and  Waiver.  A  modification  or  waiver  of any of the
provisions  of this  Agreement  shall be  effective  only if made in writing and
executed with the same formality of this Agreement.  The failure of any Party to
insist upon strict  performance of any of the provisions of this Agreement shall
not be  construed as a waiver of any  subsequent  default of the same or similar
nature or of any other nature or kind.

     21. Severability.  If any provision or any portion of any provision of this
Agreement,  or the  application of such provision or any portion  thereof to any
person or  circumstance  shall be held invalid or  unenforceable,  the remaining
portions of such provision and the remaining provisions of this Agreement or the
application of such provision or portion of such provision as is held invalid or
unenforceable to persons or  circumstances  other than those to which it is held
invalid or unenforceable, shall not be affected thereby.

     22. Interpretation.  The following shall be applicable with respect to this
Agreement:

     A. The words  "include,"  "includes" and "including" when used herein shall
be deemed in each case to be followed by the words "without limitation;"

     B. The headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement;

     C. The captions in this  Agreement are for  convenience  and reference only
and in no way define,  describe,  extend or limit the scope of this Agreement or
the intent of any provisions hereof;

     D. All pronouns and any variations  thereof 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,  or the
context may require; and

     E. The Parties agree that they have been  represented by counsel during the
negotiation  and  execution  of  this  Agreement  and,   therefore,   waive  the
application of any law,  regulation,  holding or rule of construction  providing
that ambiguities in an agreement or other document will be construed against the
party drafting such agreement or document.

     23.  Indemnification.  The following  indemnification  provisions  shall be
applicable to this Agreement:

     A. Each Party hereby  irrevocably  agrees to  indemnify  and hold the other
Party  harmless from any and all  liabilities  and damages  (including  legal or
other expenses incidental  thereto),  contingent,  current, or inchoate to which
that Party may become subject as a direct, indirect or incidental consequence of
any action by the  indemnifying  Party or as a consequence of the failure of the
indemnifying Party to act, whether pursuant to requirements of this Agreement or
otherwise; and

     B. In the event it becomes  necessary to enforce this indemnity  through an
attorney, with or without litigation,  the successful Party shall be entitled to
recover from the  indemnifying  Party all costs  incurred  including  reasonable
attorneys' fees throughout any negotiations,  trials or appeals,  whether or not
any suit is instituted.

     24. Taxes. Each Party shall be responsible for all taxes which are based on
its own net  income.  All  sales,  value  added,  and use taxes  arising  out of
transactions  occurring under this Agreement shall be the  responsibility of the
Party  conducting such  transaction and each Party hereby  indemnifies and holds
the  other  harmless  from any and all  claims  relating  to sales or use  taxes
collected or due by the Party conducting each of the transactions hereof; and

IN WITNESS  WHEREOF,  Midwest and CSRV have caused this Agreement to be executed
by themselves or their duly authorized respective officers,  effective as of the
day and year first set forth above.

Certified Services, Inc.                       MIDWEST MERGER MANAGEMENT, LLC

By: /s/Anthony R. Russo                        By: /s/ Michele Brown
   -------------------------                    -------------------------
Anthony R. Russo, President                              Michele Brown, Manager


Exhibit 10(b):

                            CERTIFIED SEDRVICES, INC.
                                  COMMON STOCK
                                LOCK UP AGREEMENT

                                                             January 21, 2002

Certified Services, Inc.
10602 Timberwood Circle #9
Louisville, Kentucky  40223

Attention: William Keywan, President

Gentlemen:

     By virtue of the  undersigned's  execution of this Lock Up  Agreement  (the
"Agreement")  and  in  consideration  of  Certified  Services,  Inc.,  a  Nevada
corporation  (the "Company") not  effectuating a reverse split of its issued and
outstanding  common stock and the mutual benefits derived herefrom,  the receipt
and adequacy of which are hereby acknowledged and accepted, the undersigned, for
him, herself or itself and the  undersigned's  estate,  heirs,  representatives,
executors,  administrators,  personal  representatives,  successors  and assigns
(collectively the "Shareholders" or "Undersigned") hereby represents,  warrants,
covenants, and agrees with the Underwriter as follows:

     1. The  Undersigned  is the  record and  beneficial  owner of the number of
shares of the Company's common stock set forth in this Agreement (the "Shares");

     2. No other  individual,  firm or entity has any  disclosed or  undisclosed
interest in the Shares;

     3. The Shares shall be ineligible for sale,  transfer  assignment or pledge
for a period of twelve (12) months  commencing from the date the Company is able
to execute  Lock-up  Agreements for all  Shareholders  who have executed such an
Agreement have delivered their certificates for their Shares to Levy,  Boonshoft
& Spinelli,  P.C.,  477 Madison  Avenue,  New York,  New York 10022 (the "Escrow
Agent") (the "Lock-up  Period").  Upon expiration of the Lock-Up  period,  or an
event of terminations as set forth in Paragraph 4, the Escrow Agent shall return
the certificates to the respective  Shareholders.  The Lock-up Period is subject
to earlier  termination as provided for herein in Paragraph 4. Accordingly,  and
during the Lock-up Period, the Undersigned shall not take or attempt to take any
of the following actions with respect to the Shares: transfer, sell, sell short,
pledge, gift or otherwise  hypothecate,  whether publicly (under Rule 144 of the
Act, the Act or otherwise) or privately,  whether beneficially or otherwise. Any
such action is hereinafter referred to as a "Sale" or to "Sell". The Undersigned
hereby  further  covenants  and  agrees  that in the event of the  breach by the
Undersigned  of the  restrictions  on the Sale of the Shares  contained  in this
Agreement, the Company shall have the unrestricted right and authority,  without
notice to the Undersigned,  to seek injunctive and/or declaratory relief to that
effect in the courts enumerated in Paragraph 6 of this Agreement and neither the
Company nor its transfer  agent shall be required to  recognize  any transfer in
violation of this Agreement.

     4. The Lock-Up Period shall  terminate upon written notice from the Company
that the Company shall  effectuate a reverse split of its issued and outstanding
common stock (the "Reverse  Split").  The Company shall provide a minimum of the
thirty  (30) days  notice to the  Undersigned  prior to the  record  date of the
Reverse Split.

     5. Upon the  expiration  and/or  termination  of the  Lock-up  Period,  the
Undersigned  hereby further  covenants and agrees that the Undersigned shall use
the  Undersigned's  best  efforts  to insure  that all sales of the  shares  are
conducted in strict accordance with all applicable securities laws.

     6. This Agreement is being  delivered in the State of New York and shall be
construed  and  enforced in  accordance  with the laws of the State of New York,
irrespective  of the  state of  incorporation  of the  Company  or the  place of
domicile or residence of the Undersigned.  In the event of a controversy arising
out  of  the  interpretation,   construction,  performance  or  breach  of  this
Agreement,  the parties  hereby  jointly and severally  agree and consent to the
jurisdiction  and venue of the Supreme Court of the State of New York,  New York
County or the United  States  District  Court for the  Southern  District of New
York. The Undersigned further agrees that personal service of process outside of
the  State of New  York and New York  County  shall be  tantamount  to  personal
service in New York County, New York and shall confer personal  jurisdiction and
venue upon either of the said courts.

     7. The  Undersigned  hereby  covenants and agrees to indemnify and hold the
Company harmless from any and all liability, including attorney's fees, incurred
by the  Company  in  preventing  any  attempted  exercise  or Sale of the Shares
prohibited by this Agreement or by the Company's  transfer agent in implementing
the terms and  conditions of this  Agreement or in complying  with the Company's
instructions  hereunder.  The  Undersigned  further  agrees that such fees shall
become and remain a lien  against  the  Shares  and  Escrow  Agent  shall not be
required  to return  the  Shares  to the  Undersigned  until  such lien has been
satisfied. The indemnification  referenced herein shall specifically include any
sums that the Company becomes obligated to pay to third parties that claim to be
either  good  faith  purchasers  for value or the  equivalent  of holders in due
course as a result of their purchase of the Shares. The restrictions on transfer
contained herein are and are specifically intended to be absolute.

     8.  This  Agreement  contains  and  represents  the  entire  agreement  and
understanding  of the  Underwriter,  and the  Undersigned  with  respect  to the
subject matter hereof. There are no representations, warranties or covenants not
contained  herein.  This  Agreement is not  assignable  or  amendable  except by
written instrument signed by the Company, and the Undersigned.

     If the foregoing  correctly  sets forth our  understanding  and  agreement,
please  indicate your  acceptance by signing both of the enclosed copies of this
Agreement in the indicated space and returning one to the Company and one to the
Underwriter as soon as possible.

                                                  Very truly yours,

                                                  /s/ William Keywan
                                                  10602 Timberwood Circle #9
                                                  Louisville, Kentucky  40223


AGREED TO AND ACCEPTED:

CERTIFIED SERVICES, INC.



By:  /s/  William Keywan
     William Keywan, President




Exhibit 10(c):

SUBSCRIPTION  AGREEMENT (the  "Agreement") made this 30th day of September 2002,
between Certified Services, Inc., a publicly owned and traded Nevada corporation
with an office at 477  Madison  Avenue,  12th  Floor,  New York,  New York 10022
("CSRV") and the individual, firm or entity executing this Agreement on the last
page  hereof  (the   "Subscriber").   CSRV  and  the  Subscriber  are  sometimes
hereinafter  individually  referred  to as a  "Party"  and  collectively  as the
"Parties".

                              W I T N E S S E T H:

WHEREAS,  CSRV is engaged in the business of operating a  professional  employer
organization in 31 states with 32,000 co-employees and needs to fund its ongoing
business  expansion and  contemporaneous  risk management  programs that form an
integral part thereof; and

WHEREAS,  CSRV has an authorized  class of Series A Preferred A, $.001 par value
per share with the super voting and liquidation privileges hereinafter set forth
(the "Preferred A"); and

Whereas, the Subscriber is willing to subscribe for shares of the Preferred A on
the terms and subject to the conditions hereinafter set forth.

NOW THEREFORE, intending to be legally bound, the Parties hereby incorporate the
foregoing recitals into this agreement (the "Agreement") and agree as follows.

     1.  Description of the Offering.  The offering  consists of an aggregate of
4,000  authorized but unissued  shares of CSRV's  Preferred A offered at $12,500
per share of Preferred A or an aggregate of  $50,000,000  if all 4,000 shares of
Preferred A are sold (the "Offering").  CSRV is offering the shares of Preferred
A to the  Subscriber on a strictly best efforts basis with no minimum  number of
shares of Preferred A that must be purchased;  and with no escrow  provisions or
protection.  CSRV is offering the shares of Preferred A to the  Subscriber for a
period of 180 days  (subject to a single 30 day  extension)  by its officers and
directors  who  will  serve  in this  capacity  without  compensation.  All cash
proceeds,  letters of credit or other acceptable  consideration received by CSRV
from the sale of the shares of  Preferred A, a copy of which will be attached to
this Agreement  (collectively the  "Subscription  Payment") will immediately and
irrevocably  become the  property of CSRV and will either be deposited in one of
CSRV's  operating  accounts or  otherwise  utilized to fund its risk  management
programs.  The Offering shall be offered only to and  consummated  strictly with
"Accredited  Investors"  as that term is defined in Rule 501(a) of  Regulation D
under the  Securities  Act of 1933,  as  amended  (the  "Act")  and set forth on
Exhibit "A" and hereby incorporated herein by reference. The shares of Preferred
A will be  restricted  (i.e.,  unregistered)  securities as that term is defined
under the Securities  Act and will be ineligible  for public sale.  Accordingly,
all certificates  representing the shares of Preferred A will bear a restrictive
legend on their face and will be subject to a stop  transfer  order on the books
and records of CSRV or its transfer agent.

     2. Terms of the Offering. Certificates representing the shares of Preferred
A shall be registered in the name of the  Subscriber or such other name or names
as the  Subscriber  shall  designate  to CSRV in writing,  and  delivered to the
Subscriber  as soon as  possible  following  the date  that  CSRV  receives  the
Subscription  Payment.  Delivery of the shares of Preferred A shall  occur.  The
execution of this Agreement is a condition  precedent to a valid subscription to
the shares of Preferred A. Execution of this Agreement shall constitute an offer
by the Subscriber to subscribe to the shares of Preferred A in the amount and on
the terms specified herein. CSRV reserves the right, in its sole discretion,  to
reject in whole or in part, any subscription offer. If the Subscriber's offer is
accepted,  CSRV  will  execute  a copy of this  Agreement  and  return it to the
Subscriber.

     3. Subscription Payment. Subscription to the shares of Preferred A requires
a investment of $12,500 per share of Preferred A. The subscription price will be
payable in cash or a cash equivalent in full on  subscription.  For the purposes
of this Offering,  irrevocable  letters of credit issued by a member bank of the
United  States  Federal  Reserve  System  with net  capital of not less than one
billion Dollars which are  unconditionally  assigned to CSRV and accepted by the
ultimate beneficiary ("Letters of Credit"), will be deemed a cash equivalent.

     4.  Description of the Shares of Preferred A. The following is a summary of
the principal rights and preferences of the shares of Preferred A :

     (a)  Issuance.  The Board of Directors of CSRV shall be authorized to issue
shares  of  Preferred  A  from  time  to  time  following  the  receipt  of  the
Subscription Payment as set forth above;

     (b) Voting Rights. Except as otherwise expressly provided herein or by law,
the holder of shares of the Preferred A shall be entitled to vote on all matters
and shall be entitled to ten thousand (10,000) votes for each share of Preferred
A held by such holder, such number of votes to be appropriately  adjusted in the
event of any split,  reverse  split or dividend of the common  stock.  Except as
otherwise expressly provided herein or as expressly required by law, the holders
of shares of the  Preferred A and holders of shares of CSRV's common stock shall
vote  together as a single class on all matters.  As used in this  Section,  the
term "Common Stock" shall mean and include CSRV's  authorized  common stock, par
value  $.001  per  share,  as  constituted  on the date of this  Agreement.  The
consolidation  or merger of CSRV into or with any other entity or entities which
results in the exchange of  outstanding  shares of CSRV for  securities or other
consideration  issued or paid or caused to be issued or paid by any such  entity
or affiliate  thereof,  and the sale or transfer by CSRV of all or substantially
all of its assets,  shall be deemed to be liquidation  dissolution or winding up
of CSRV within the meaning of the provisions of this Section;

     (c) Liquidation.  Upon any liquidation,  dissolution or winding up of CSRV,
whether voluntary or involuntary,  the holders of shares of Preferred A shall be
entitled to receive a priority return of their respective  Subscription Payment.
In order to protect this right, and until such time as the shares of Preferred A
are retired  through the  liquidation,  dissolution or winding up of CSRV or the
sale of all of its assets, CSRV shall not declare,  pay or set apart for payment
any dividend or make any  distribution on any  outstanding  shares of its common
stock, preferred stock, or any other equity or debt securities of CSRV.

     (d) Dividend  Provisions  The holders of shares of the  Preferred A are not
entitled to receive any dividends; and

     (e) No  Conversion.  The shares of  Preferred  A are not  convertible  into
shares  of CSRV's  common  stock or any  other  class of  CSRV's  equity or debt
securities.

     5.  Description of CSRV. A detailed  description of CSRV's business as well
as the risks  associated  with  CSRV's  proposed  operations  and its  financial
condition is described in CSRV's Form 10-KSB  Annual  Report for the fiscal year
ended December 31, 2001, and its Form 10-QSB Quarterly Report for the six months
ended June 30, 2002, both of which are annexed to this Agreement as Exhibit "B",
the text of which is incorporated herein by this reference (the "Exhibit").  The
Subscriber  hereby  acknowledges  receipt of the Exhibit and represents that the
Subscriber  has  read  the  same  prior to the  signing  of this  Agreement.  In
addition,  and  simultaneously  with the  delivery of this  Agreement,  CSRV has
afforded the Subscriber the  opportunity to ask questions of and receive answers
from management of CSRV concerning the information disclosed in the Exhibit.

     6.  CSRV's  Representations  and  Warranties.  CSRV hereby  represents  and
warrants to the Subscriber as follows:

     (a) Due  Incorporation,  Qualification,  Etc.  CSRV is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Nevada and is duly qualified and in good standing as a foreign corporation to do
business in the  jurisdictions in which the failure to be so qualified would has
a material  adverse  effect on its business or financial  condition,  and it has
full  corporate  power and  authority  to own its  properties  and assets and to
conduct its business as presently conducted;

     (b) Capacity.  CSRV has full  corporate  power and authority to execute and
deliver, and to perform and observe the provisions of this Agreement to which it
is a party and to carry out the transactions contemplated hereby and thereby;

     (c) Authority and Enforceability.  The execution,  delivery and performance
by  CSRV of this  Agreement  to  which  it is a party  has  been or will be duly
authorized by all necessary corporate action. This Agreement  (including the New
York choice of law) constitutes,  or will constitute,  legal,  valid and binding
obligations  of CSRV  enforceable  against it in accordance  with its respective
terms,  subject to applicable  bankruptcy,  insolvency,  fraudulent  conveyance,
reorganization,  moratorium  and similar  laws  affecting  creditor'  rights and
remedies generally;

     (d)  Governmental   Approvals.  No  order,  consent,   approval,   license,
authorization,  or  validation  of, or filing,  recording or  registration  with
(other than any routine filings which may be required after the date hereof with
appropriate  governmental authorities required in connection with the perfection
of the security  interests  created by this  Agreement),  or  exemption  by, any
governmental  agency,  is required to  authorize  the  execution,  delivery  and
performance by CSRV of this Agreement to which it is a party;

     (e) Compliance with Other  Instruments.  The execution and delivery of this
Agreement  and  compliance  with its terms does not result in a breach of any of
the terms or conditions of, or result in the  imposition of any lien,  charge or
encumbrance (except those contemplated by this Agreement) upon any properties of
CSRV  pursuant to, or  constitute a default (with due notice or lapse of time or
both),  or result in an  occurrence of any event for which any holder or holders
of  Indebtedness  may  declare  the same due and  payable  under any  indenture,
agreement,  order,  judgment  or  instrument  under  which CSRV is a party or to
CSRV's knowledge,  after due inquiry, by which CSRV or its property may be bound
or affected,  or under the Certificate of Incorporation or By-Laws of CSRV, and,
to  CSRV's  knowledge,  after due  inquiry,  do not  violate  any  provision  of
applicable  law, in each case,  to the extent that any such breach,  imposition,
event or  violation  could  reasonably  be  expected  to has a material  adverse
effect;

     (f) Financial Statements.
         --------------------

     (i) The unaudited  consolidated balance sheets of CSRV as of June 30, 2002,
and the related  consolidated  statements of income for the period ended on that
date,  copies of which has been furnished to the Subscriber,  have been prepared
in  accordance  with GAAP;

     (ii) Since June 30,  2002,  CSRV has  incurred  no  contingent  liabilities
which, if determined adversely to it (either singly or in the aggregate),  would
reasonably be expected to has a material adverse effect;

     (g) Material Adverse Events. Since June 30, 2002, neither the business, the
prospects, the properties nor the condition (financial or otherwise) of CSRV and
its  subsidiaries,  taken as a whole,  has been  materially  adversely  affected
except as disclosed in this Agreement;

     (h)  Litigation,  Etc.  Since June 30,  2002,  and except as  disclosed  on
Schedule 8(h),  there are no actions,  suits or proceedings  pending,  or to the
knowledge of CSRV  threatened,  against or affecting  CSRV,  at law or in equity
which, if adversely  determined,  could reasonably be expected to has a material
adverse effect on its condition financial or otherwise of CSRV on a consolidated
basis.  To  CSRV's  knowledge,  CSRV is not in  violation  with  respect  to any
applicable laws or regulations which non-compliance would has a material adverse
effect  on its  condition  (financial  or  otherwise)  nor is CSRV in  violation
ordefault with respect to any order, writ,  injunction,  demand or decree of any
court or any  person or in  violation  or  default  (nor is there any  waiver in
effect which,  if not in effect,  would result in a violation or default) in any
material respect under any indenture,  agreement or other instrument under which
CSRV is a party  or may be  bound,  default  under  which  could  reasonably  be
expected  to has a  material  adverse  effect  on its  condition  (financial  or
otherwise);

     (i)  Patent  and  Other  Rights.  CSRV has the  right  to use all  patents,
licenses, trademarks, trade names, trade secrets, copyrights and all rights with
respect  thereto,  which are required to conduct its businesses as now conducted
without  known  conflict  with the rights of others which would  materially  and
adversely affect such businesses;

     (j) Taxes.  CSRV has filed or caused to be filed all tax returns  which are
required to be filed by it, pursuant to the laws,  regulations or orders of each
person  with  taxing  power  over CSRV or its  assets.  CSRV has  paid,  or made
provision for the payment of, all taxes which has or may has become due pursuant
to said returns,  or otherwise,  or pursuant to any assessment received by CSRV,
except such taxes,  if any, as are being contested in good faith and as to which
adequate  reserves  (determined in accordance with GAAP) has been provided.  The
charges,  accruals  and  reserves  in  respect of taxes on the books of CSRV are
adequate  (determined in accordance with GAAP).  There are no proposed  material
tax  assessments  against CSRV and no extension  of time for the  assessment  of
federal, state or local taxes of CSRV is in effect or has been requested;

     (k) Employee  Retirement  Income Security Act of 1974. No reportable  event
has  occurred and is  continuing  with respect to any plan adopted by CSRV under
the Employee Retirement Income Security Act of 1974;

     (l) Investment  Company Act of 1940.  CSRV is not an  "investment  company"
within the meaning of the Investment Company Act of 1940;

     (m)  Indebtedness.  CSRV has no indebtedness  for borrowed money other than
set forth in CSRV's Form 10-QSB for the period ended June 30, 2002; and

     (n) The shares of  Preferred A will be, upon  issuance  and delivery to the
Subscriber,  duly and  validly  issued,  fully paid and  non-assessable  with no
personal liability attaching to the ownership thereof.

     7.  Representations,  Warranties  and  Covenants  of  the  Subscriber.  The
Subscriber hereby represents and warrants to and covenants with CSRV as follows:

     (a)  the   Subscriber:   (i)  has  adequate  means  of  providing  for  the
Subscriber's current needs and possible contingencies, and the Subscriber has no
need for liquidity of the  Subscriber's  investment  in CSRV;  (ii) can bear the
economic  risk of losing the  Subscriber's  entire  investment  in the shares of
Preferred A; (iii) has such  knowledge and  experience in business and financial
matters that the  Subscriber  is capable of  evaluating  the relative  risks and
merits of this  investment;  (iv) has reviewed  the  definition  of  "Accredited
Investor"  under  the Act and  affirms  that the  Subscriber  is an  "Accredited
Investor";  (v) has not relied upon any oral  statements or  representations  by
CSRV or its principals; and (vi) understands the nature of CSRV business;

     (b) the  Subscriber  has had an opportunity to ask questions of and receive
answers from CSRV or a person or persons  acting on its behalf,  concerning  the
terms and conditions of this investment and the content of the Exhibit;

     (c) the  Subscriber's  compliance  with the  terms and  conditions  of this
Agreement will not conflict with any  instrument or agreement  pertaining to the
shares of  Preferred A or the  transactions  contemplated  herein;  and will not
conflict in, result in a breach of, or constitute a default under any instrument
to which the Subscriber is a party or the shares of Preferred A are the subject;

     (d) the Subscriber will seek the Subscriber's own legal, tax and investment
advice concerning tax implications  attendant upon the purchase of the shares of
Preferred  A and  understands  and  accepts  that  CSRV  is  relying  upon  this
representation  insofar as disclosure of legal,  tax and  investment  matters is
concerned;

     (e) the  Subscriber  acknowledges,  accepts and  understands  that: (i) the
shares of Preferred A will be  'restricted  securities'  as that term is defined
under the Act; (ii) the  Subscriber  will be acquiring the shares of Preferred A
solely for the Subscriber's own account,  for investment  purposes and without a
view towards the resale or distribution thereof;  (iii) the Subscriber will hold
the shares of Preferred A indefinitely; and (iv) no public sale of the shares of
Preferred A will be permitted.  In addition,  the Subscriber  hereby consents to
the  imprinting of a standard  form of  restrictive  legend on all  certificates
representing  the shares of Preferred A as well as the  imposition of a standard
form of stop  transfer  order against the shares of Preferred A on the books and
records of CSRV or its transfer agent;

     (f) the Subscriber understands that CSRV is under no obligation to register
the shares of Preferred A under the Act or to comply with the  requirements  for
any exemption which might otherwise be available;

     (g) the person executing this Agreement does so with full right,  power and
authority to make this investment;

     (h) the  Subscriber  shall not  withdraw or allow others to withdraw any of
the assets or collateral pledged to the bank issuing the Letters of Credit; and

     (i) in the event any Letter of Credit is not  automatically  renewed by the
issuing  bank,  the  Subscriber  shall,  within  five  business  days,  cause  a
replacement Letter of Credit or cash in a like amount to be delivered to CSRV or
its designee.

     The foregoing  representations  and  warranties are true and accurate as of
the date hereof and shall be true and accurate as of the date of delivery of the
subscription to CSRV and shall survive such delivery.  If, in any respect,  such
representations  and warranties  shall not be true and accurate,  the Subscriber
shall give written notice of such fact to CSRV, specifying which representations
and warranties are not true and accurate and the reasons therefore.

     8. Responsibility.  CSRV or its officers and directors shall not be liable,
responsible  or accountable in damages or otherwise to Subscriber for any act or
omission  performed or omitted by them in good faith and in a manner  reasonably
believed by them to be within the scope of the authority granted to them by this
Agreement  and in the best  interests of CSRV  provided  they were not guilty of
gross negligence,  willful or wanton  misconduct,  fraud, bad faith or any other
breach of fiduciary duty with respect to such acts or omissions.

     9.   Miscellaneous.

     (a) Entire  Agreement.  This  Agreement  with its  schedules  and  exhibits
embodies the entire agreement and  understanding  between the Parties hereto and
supersedes  all prior  agreements  and  understandings  relating  to the subject
matter hereof;

     (b)  Notices.  All  notices,   requests,   consents,   demands,  and  other
communications  provided for or permitted hereunder shall be effective three (3)
days  after  being  duly  deposited  in the  mails,  certified,  return  receipt
requested,  or upon receipt if delivered to Federal  Express or similar  courier
company or  transmitted  by telefax,  addressed to the  respective  Party at the
address set forth above,  or to such other  addresses as the Parties  hereto may
notify;

     (c)  Severability of Provisions.  In case any one or more of the provisions
contained in this Agreement  should be invalid,  illegal or unenforceable in any
respect,  the validity,  legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby;

     (d) Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of CSRV,  the  Subscriber  and their  respective  successors  and
permitted  assigns;  provided,  however,  that CSRV may not  transfer its rights
under this Agreement without the prior written consent of the Subscriber;

     (e)  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  all of which taken together shall  constitute one agreement,  and
any party hereto may execute this Agreement by signing any such counterpart;

     (f) Choice of Law. This Agreement  shall be deemed to have been made in and
shall be governed by and  interpreted  under and  construed  in all  respects in
accordance with the laws of the State of New York,  irrespective of the place of
domicile or residence of any Party;

     (g) Waiver of Jury Trial.  The Parties  hereby  waive the right to trial by
jury in any judicial proceeding to which they are a party involving, directly or
indirectly,  any matter (whether sounding in tort, contract or otherwise) in any
way arising out, related to, or connected with this Agreement;

     (h) Amendment  and Waiver.  No amendment or waiver of any provision of this
Agreement, nor any consent to any departure by CSRV therefrom shall in any event
be effective  unless the same shall be agreed or consented to by the  Subscriber
and CSRV in writing and each such waiver or consent  shall be effective  only in
the specific instance and for the specific purpose for which given;

     (j) No Oral  Agreements.  This written  Agreement  with its  schedules  and
exhibits represents the final agreement among the Parties concerning the subject
matter hereof and may not be contradicted by evidence of prior,  contemporaneous
or subsequent oral agreements of the Parties;

     (k) Headings, Etc. The table of contents of this Agreement and the headings
of various sections and subsections herein are for convenience of reference only
and shall not  modify,  define,  expand or limit any of the terms or  provisions
hereof.  References to sections or subsections without reference to the document
in which they are contained are references to this Agreement;

     (l) Court of  Choice.  In the  event of a  controversy  arising  out of the
interpretation,  construction, performance or breach of this Agreement, CSRV and
the  Subscriber  hereby agree and consent to the  jurisdiction  and venue of the
United States District Court for the Southern  District of New York; and further
agree and  consent  that  personal  service  or  process  in any such  action or
proceeding  outside  of the  State  of New York  and New  York  County  shall be
tantamount  to service  in person  within New York  County,  New York,  and will
confer personal jurisdiction and venue on the aforesaid Court;

     (m) Entire  Agreement.  CSRV and the Subscriber  hereby  covenant that this
Agreement  is  intended  to  and  does  contain  and  embody  herein  all of the
understandings and Agreements,  both written or oral, of CSRV and the Subscriber
with respect to the subject matter of this  Agreement,  and that there exists no
oral  agreement  or  understanding,  express or implied  liability,  whereby the
absolute,  final and unconditional  character and nature of this Agreement shall
be in any way invalidated,  empowered or affected.  There are no representations
or warranties other than those set forth herein;

12.  Subscription  Application for Individuals.  The Subscriber hereby offers to
purchase and subscribe to ___ shares of Preferred A; and encloses a Subscription
Payment of $12,500 for each share of Preferred A subscribed for herein.

                                 SIGNATURE PAGE

                                 For Individuals


                                 Signature of Individual Subscriber


                                 ----------------------------
                                 Name of Individual Subscriber


                                 -----------------------------
                                (Print) Street Address - Residence


                                 -----------------------------
                                (Print) City, State and Zip Code


                                 ------------------------------
                                 Social Security Number


AGREED TO AND ACCEPTED:

Certified Services, Inc.


By: /s/Danny L. Pixler
    Danny L. Pixler, President





12.  Subscription  Application for Partnerships or Limited Liability  Companies.
The  Subscriber  hereby  offers  to  purchase  and  subscribe  to 160  shares of
Preferred  A; and encloses a  Subscription  Payment of $12,500 for each share of
Preferred A subscribed for herein.


                                 SIGNATURE PAGE

                                 For Partnership or Limited Liability Company


                                 _______________________________
                                 Name of Partnership or Limited
                                 Liability Company


                                 ___________________________________________
                                 BY Signature of General Partner or Manager


                                 ________________________________
                                 Name and Title of Authorized
                                 Signatory (please print)


                                 ________________________________
                                 (Print) Business Address


                                 ____________________________________
                                 (Print) City, State and Zip Code


                                 ___________________________________
                                 Tax Identification Number:


AGREED TO AND ACCEPTED
this ___ day of ___________, 2002:

Certified Services, Inc.


By:/s/Danny L. Pixler
   --------------------------
    Danny L. Pixler, President


12. Subscription  Application for Corporations.  The Subscriber hereby offers to
purchase  and  subscribe   to______  shares  of  Preferred  A;  and  encloses  a
Subscription  Payment of $12,500 for each share of  Preferred A  subscribed  for
herein.

                                SIGNATURE PAGE

                                For Corporations


                                __________________________
                                Name of Corporation


                                __________________________
                                BY Signature of Authorized
                                Officer


                                __________________________
                                Name and Title of Authorized
                                Signatory (please print)


                                __________________________
                                (Print) Business Address


                                __________________________
                                (Print) City, State and Zip Code


                                __________________________
                                Tax Identification Number:




AGREED TO AND ACCEPTED:

Certified Services, Inc.


By: /s/Danny L. Pixler
    -------------------------
    Danny L. Pixler, President










                                   EXHIBIT "B"

                       Definition of "Accredited Investor"






                                   DEFINITION
                                       Of
                               ACCREDITED INVESTOR


Rule 501(a) of Regulation D under the Act of 1933,  as amended (the  "Securities
Act ") defines an  "Accredited  Investor"  as any person who comes within any of
the following categories, or who the issuer reasonably believes comes within any
of the following  categories,  at the time of the sale of the securities to that
person:

     (i)  Any bank or  savings  and loan  association  as  defined  in  Sections
          3(a)(2) and  3(a)(5)(A),  respectively,  of the  Securities Act acting
          either in its individual or fiduciary capacity;

     (ii) Any broker dealer registered  pursuant to Section 15 of the Securities
          Exchange Act ;

     (iii)Any insurance  company as defined in Section  2(13) of the  Securities
          Act ;

     (iv) Any investment  company registered under the Investment Company Act of
          1940 or a business  development company as defined in Section 2(a)(48)
          of that Act;

     (v)  Any Small  Business  Investment  Company  licensed  by the U.S.  Small
          Business  Administration  under  Section  301(c)  or (d) of the  Small
          Business Investment Act of 1958;

     (vi) Any  employee  benefit  plan  within  the  meaning  of  Title I of the
          Employee Retirement Income Security Act of 1974 and): ---

          (a)  The investment  decision is made by a plan fiduciary,  as defined
               in Section 3(21) of such Act, which is either a bank, savings and
               loan association,  insurance  company,  or registered  investment
               adviser; or

          (b)  The  employee   benefit  plan  has  total  assets  in  excess  of
               $5,000,000; or

          (c)  The plan is a self-directed  plan with investment  decisions made
               solely by persons who are "Accredited Investors" as defined under
               the Securities Act .

     (vii)Any  private  business  development  company  as  defined  in  Section
          202(a)(22) of the Investment Advisers Act of 1940;

     (viii) Any entity that has total  assets in excess of  $5,000,000,  was not
          formed for the specific purpose of acquiring shares of the Company and
          is one or more of the following:

          (a)  an  organization  described in Section  501(c)(3) of the Internal
               Revenue Code; or

          (b)  a corporation; or

          (c)  a Massachusetts or similar business trust; or

          (d)  a partnership.

     (ix) Any trust with total assets exceeding $5,000,000, which was not formed
          for the specific  purpose of acquiring shares of the Company and whose
          purchase is directed by a person who has such knowledge and experience
          in financial and business matters that he is capable of evaluating the
          merits and risks of the investment in the shares;

     (x)  Any natural person who, together with the person's spouse,  have a net
          worth of at least $1,000,000 or the person, individually,  has had net
          income  of not less  than  $200,000  during  the last two  years,  and
          reasonably anticipates that the person will have an income of at least
          $200,000 during the present year and the next year.



Exhibit 10(d):

The Cura Group, Inc.
[GRAPHIC OMITTED]

                                           5101 NW 21st Avenue, Suite 350

                                           Fort Lauderdale, Florida 33309



     September 29, 2002



     Board of Directors

     America's PEO Holdings, Inc.

     2000 Lake Drive East, Suite 110

     Cherry Hill, New Jersey 08002



     Gentlemen:



     This  will  serve to  confirm  our  prior  conversations  and  negotiations
concerning  the  assumption  by The Cura  Group,  Inc.,  a  Florida  corporation
("Cura") of all of the payment  obligations  of America's PEO Holdings,  Inc., a
Delaware  corporation  ("APEO")  under and  pursuant to a non  interest  bearing
promissory  note dated  September  26, 2001  between  APEO as maker and Adrienne
Hopkins, Neal Snyder and Thomas Cunningham as holders in the principal amount of
$833,334  (the  "Note"),  a copy of which is annexed  hereto as Exhibit  "A" and
hereby incorporated herein by reference. In this regard, and in consideration of
the mutual benefit derived herefrom, the receipt and adequacy of which is hereby
jointly and severally acknowledged and accepted, we hereby agree as follows:

     1. Assumption of Payment Obligations.  Simultaneously with the execution of
this letter  agreement  (the  "Agreement"),  with a view towards  resolving  the
underlying issues, and in consideration for the transfer and delivery to Cura of
the PEO accounts of APEO,  Cura hereby assumes and agrees to pay and satisfy all
of APEO's obligations under the Note;

     2. Hold  Harmless.  Cura hereby  covenants and agrees to indemnify and hold
APEO harmless from any and all liability attendant upon and under the Note.

     3.  Miscellaneous.  All  notices  that  are  required  to be or may be sent
pursuant to the  provision of this  Agreement  shall be sent by certified  mail,
return receipt  requested,  or by overnight  package  delivery  service,  to the
address  of the  Parties  appearing  herein,  and shall  count  from the date of
mailing  or the day after the date of the air bill.  This  Agreement  is binding
upon and shall inure to the benefit of and shall be enforceable  against each of
the parties and their respective  estates,  heirs and personal  representatives.
This  Agreement  shall not be  amended or  assigned  without  the prior  written
consent of each of the parties.  This  Agreement is intended to and does contain
and embody herein all of the understandings and agreements of the parties,  both
written or oral, with respect to the subject matter of this Agreement. There are
no  representations,  warranties or covenants other than those set forth herein.
This  Agreement  shall be governed and construed in accordance  with the laws of
the State of New York.

If the foregoing  correctly sets forth our understanding  and agreement,  please
indicate your  acceptance by signing the enclosed copy of this  Agreement in the
indicated  space and  returning  the same to the  undersigned  at your  earliest
convenience.

Very truly yours,

The Cura Group, Inc.

By: /s/ Danny L. Pixler
    Danny L. Pixler, President

AGREED TO AND ACCEPTED:

America's PEO Holdings, Inc.

By: /s/ Adrienne Hopkins
    Adrienne Hopkins, President

AGREED TO AND ACCEPTED:

America's PEO Holdings, Inc.

By: /s/ Adrienne Hopkins
    Adrienne Hopkins, President

    /s/ Adrienne Hopkins
    Adrienne Hopkins

   /s/ Thomas Cunningham
   Thomas Cunningham

   /s/ Neal Snyder
   Neal Snyder

                                   EXHIBIT "A"


                                 PROMISSORY NOTE

 $833,334                                                  September 26, 2001

FOR VALUE RECEIVED, America's PEO Holdings, Inc., a Delaware corporation with an
office at 2000 Lake  Drive  East,  Suite 110,  Cherry  Hill,  New  Jersey  08002
(hereinafter  referred  to as the  "Maker"),  promise  to pay  to the  order  of
Adrienne  Hopkins,  with an office at 2000 Lake Drive  East,  Suite 110,  Cherry
Hill, New Jersey 08002 ("Hopkins"),  Thomas  Cunningham,  with an office at 2000
Lake Drive East,  Suite 110, Cherry Hill, New Jersey 08002  ("Cunningham");  and
Neal Snyder, with an office at 2000 Lake Drive East, Suite 110, Cherry Hill, New
Jersey 08002 ("Snyder"),  hereinafter collectively referred to as the "Holders")
or their successors or assigns, in lawful money of the United States of America,
the  principal  sum of Eight  Hundred and Thirty Three  Thousand,  Three Hundred
Thirty  Four and  00/100  ($833,334)  Dollars  without  interest  on the  unpaid
principal  of this  note  (the  "Note").  An  aggregate  of  Three  Hundred  and
Seventy-Nine  Thousand One Hundred and Sixty Eight and 00/100 ($379,168) Dollars
of the  principal  of the  Note  shall be due and  payable  to  Hopkins;  and an
aggregate  of Two Hundred  Twenty  Seven  Thousand  and Eighty  Three and 00/100
($227,083)  Dollars of the  principal of the Note shall be payable to Cunningham
and Snyder, pari pasu.

     1. Payment.  The full principal amount due hereunder shall be repaid to the
Holders of this Note at the address  appearing above in sixty (60) equal monthly
installments  of Thirteen  Thousand  Eight  Hundred and Eighty  Eight and 90/100
($13,888.90) Dollars commencing on November 23, 2002, and terminating on October
23, 2007 (the "Due Date").

     2.  Waiver  of  Presentment,  Etc.  The Maker of this  Note  hereby  waives
presentment of payment, demand, notice of non-payment and dishonor,  protest and
notice of protest;  and waives trial by jury in any action or proceeding arising
on, out of, under or by reason of this Note.

     The  rights and  remedies  of the  Holders  under this Note shall be deemed
cumulative, and the Holders' exercise of any right or remedy hereunder shall not
be  regarded  as barring  any other right or remedy that the Holders may have in
law or in equity.  The  institution  of any action or recovery of any portion of
the  indebtedness  evidenced  by this  Note  shall not be deemed a waiver of any
other right of the Holders hereto.

     3.  Events of  Default.  At the option of the  Holders,  and upon five days
advanced written notice and demand for payment after the happening of any one of
the following  specified  events,  the entire remaining balance owing under this
Note shall become immediately due and payable: (a) default in the performance of
any obligation to the Holders hereof; (b) the making of a general assignment for
the benefit of  creditors  by the Maker;  (c) the filing of any  petition of the
commencement  of any proceeding by or against the Maker or any guarantor for and
relief  under any  bankruptcy,  or  insolvency  laws or any laws  related to the
relief of debtors, readjustment of indebtedness,  reorganizations,  compositions
or extensions; (d) the appointment of a receiver of or the issuance of making of
a writ or order of attachment or garnishment against, a majority of the property
or assets of the Makers.

     4. Assignment, Negotiation, Modification and Waiver. This Note is and shall
be non-assignable by the Maker and is and shall be non-negotiable by the Holders
except to an  affiliate  of the  Holders.  This Note  shall not be  modified  or
amended except in writing signed by the Maker and the Holders.


Dated: Cherry Hill, New Jersey


America's PEO Holdings, Inc



By:  /s/ Adrienne Hopkins
     Adrienne Hopkins, President


                                    ACCEPTED:

                                    /s/ Adrienne Hopkins
                                    Adrienne Hopkins


                                    /s/ Thomas Cunningham
                                    Thomas Cunningham


                                    /s/ Neal Snyder
                                    Neal Snyder






RosenbergCertified Services, Inc.

                                              477 Madison Avenue, 12th Floor
                                              New York, NY 10022

September 29, 2002

Board of Directors
America's PEO Holdings, Inc.
2000 Lake Drive East, Suite 110
Cherry Hill, New Jersey 08002

Gentlemen:

         This will serve to confirm our prior conversations and negotiations
concerning the consequences attendant upon the unforeseen changes in the
Professional Employer Organization industry and economic conditions since the
closing on November 21, 2001, of the acquisition by Certified Services, Inc., a
publicly owned and traded Nevada corporation ("CSRV") of all of the issued and
outstanding shares of common stock of America's PEO Holdings, Inc., a Delaware
corporation ("APEO"). In this regard, and in consideration of the mutual benefit
derived herefrom, the receipt and adequacy of which is hereby jointly and
severally acknowledged and accepted, we hereby agree as follows:

         1. Cancellation of Preferred Stock. Simultaneously with the execution
of this letter agreement (the "Agreement"), and with a view towards resolving
the underlying issues, APEO and the three shareholders of APEO (the
"Shareholders") hereby consent to the cancellation and restoration to authorized
but unissued status of an aggregate of 406,667 issued and outstanding shares of
CSRV's Class B Preferred Stock. In lieu thereof, and pursuant to the agreement
annexed hereto as Exhibit "A" and hereby incorporated herein by reference, CSRV
caused the original issuance to the Shareholders of an aggregate of 850,000
shares of CSRV's common stock, $.001 par value per share;

         2. Cancellation of Indebtedness. Simultaneously with the execution of
this Agreement, the Shareholders hereby agree and consent to the cancellation of
an aggregate of $3,200,000 in debt obligations of CSRV represented by a
non-interest bearing promissory note dated November 21, 2002, a copy of which is
attached to this Agreement as Exhibit "B" and hereby incorporated herein by
reference;

         3. General Release. Solely by virtue of their respective execution
hereof, CSRV, APEO and the Shareholders agree and understand that this Agreement
shall supercede and replace all prior written and oral understandings,
agreements and negotiations among the parties; and shall be and be deemed to be
the legal equivalent of a general release between and among them;

           4. Miscellaneous. All notices that are required to be or may be sent
pursuant to the provision of this Agreement shall be sent by certified mail,
return receipt requested, or by overnight package delivery service, to the
address of the Parties appearing herein, and shall count from the date of
mailing or the day after the date of the air bill. This Agreement is binding
upon and shall inure to the benefit of and shall be enforceable against each of
the parties and their respective estates, heirs and personal representatives.
This Agreement shall not be amended or assigned without the prior written
consent of each of the parties. This Agreement is intended to and does contain
and embody herein all of the understandings and agreements of the parties, both
written or oral, with respect to the subject matter of this Agreement. There are
no representations, warranties or covenants other than those set forth herein.
This Agreement shall be governed and construed in accordance with the laws of
the State of New Jersey.

If the foregoing correctly sets forth our understanding and agreement, please
indicate your acceptance by signing the enclosed copy of this Agreement in the
indicated space and returning the same to the undersigned at your earliest
convenience.

Very truly yours,

The Cura Group, Inc.


By:  /s/ Danny L. Pixler
       Danny L. Pixler, President

                            AGREED TO AND ACCEPTED:

America's PEO Holdings, Inc.


By:  /s/ Adrienne Hopkins
       Adrienne Hopkins, President


/s/ Adrienne Hopkins
 Adrienne Hopkins, Shareholder


/s/ Thomas Cunningham
Thomas Cunningham, Shareholder


/s/ Neal Snyder
Neal Snyder, Shareholder