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                                                                    Exhibit 10.2

                            TEAM AMERICA CORPORATION

                         Executive Employment Agreement
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                  THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made
in Columbus, Ohio effective as of October 26, 1999 (the "Effective Date") by and
between TEAM AMERICA CORPORATION, an Ohio corporation (the "Company"), and KEVIN
T. COSTELLO, an individual residing in Dublin, Ohio (the "Executive"), who
hereby agree as hereinafter provided.

                  ss.1. Definitions. As used herein, the following terms shall
         have the meanings set forth below.

                  "Agreement" shall have the meaning set forth in the
         introductory paragraph hereof.

                  "Base Compensation" shall have the meaning set forth in ss.5
         (a).

                  "Beneficial Owner" shall have the meaning set forth in ss.10
         (e)(2).

                  "Benefit Plans" shall have the meaning set forth in ss.7 (a).

                  "Board of Directors" means the incumbent directors of the
         Company as of the point in time reference thereto is made in this
         Agreement.

                  "Cause" shall have the meaning set form in ss. 10 (b).

                  "Change in Control" shall have the meaning set forth in ss.10
         (e)(2).

                  "Common Shares" means the common shares, without par value, of
         the Company.

                  "Company" shall have the meaning set forth in the introductory
         paragraph of this Agreement, and shall include Subsidiaries where
         appropriate.

                  "Competitive Business" shall have the meaning set forth in
         ss.9 (a).

                  "Confidential Information" shall the meaning set forth in ss.9
         c.

                  "Disability" of the Executive means that, as a result of the
         Executive's incapacity due to physical or mental illness, the Executive
         shall have been absent from his duties on a full-time basis for six (6)
         consecutive months, or for an aggregate of nine (9) months in any
         consecutive 12-month period, and a physician selected by the Executive
         is of the opinion that (a) he is suffering from "total disability" as
         defined in the Company's disability insurance program or policy and (b)
         he will qualify for Social Security Disability Payments and (c) within
         30 days after written notice thereof is given by the Company to the
         Executive (which notice may be given at any time after the end of such
         six (6) or 12-month periods) the Executive shall not have returned to
         the performance of his duties on a full-time basis. (If the Executive
         is prevented from performing his duties because of Disability, upon
         request by the Company the Executive shall submit to an examination by
         a physician selected by the Company, at
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         the Company's expense, and the Executive shall also authorize his
         personal physician to disclose to the selected physician all of the
         Executive's medial records.)

                  "Effective Date" shall have the meaning set forth in the
         introductory paragraph of this Agreement.

                  "Employment Period" means the period commencing on the
         Effective Date and ending on the Employment Termination Date.

                  Employment Termination Date" means the date the Employment
         Period terminates as provided in ss.10.

                  "Executive" shall have the meaning set forth in the
         introductory paragraph of this Agreement.

                  "Fiscal Year" means the fiscal year of the Company.

                  "Good Reason" shall have the meaning set forth in ss.10 (e).

                  "Group" shall have the meaning set forth in ss.10 (e)(2).

                  "Incentive Bonus Compensation" shall have the meaning set
         forth in ss.5 (b).

                  "Notice of Termination" shall have the meaning set forth in
         ss.10 (a) (1).

                  "Part of a group" shall have the meaning set forth in ss.10
         (e)(2).

                  "Person" shall have the meaning set forth in ss.10 (e)(2).

                  "Restricted Period" shall have the meaning set forth in ss.9
         (a).

                  "Sales Commissions" shall have the meaning set forth in ss.5
         (c).

                  "Scheduled Employment Period" shall have the meaning set forth
         in ss.2.

                  "Scheduled Employment Termination Date" means the last day of
         the Scheduled Employment Period.

                  "Severance Payment" shall have the meaning set forth inss.10
         (f) (1) (c)

                  "Subsidiaries" means wholly-owned subsidiaries of the Company.


                  ss.2. Employment and Term. The Company hereby employs the
         Executive, and the Executive hereby accepts such employment by the
         Company, for the purposes and upon the terms and conditions contained
         in this Agreement. The term of such employment shall be for a period
         (the :Scheduled Employment Period") of three (3) years commencing on
         the Effective Date and, unless terminated in

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         accordance with the provisions of this Agreement, on the first day of
         each month during the term hereof, the remaining term of this Agreement
         shall be automatically extended for one additional month.

                  ss.3. Employment Capacity and Duties. The Executive shall be
         employed throughout the Employment Period as the President and Chief
         Executive Officer of the Company. The Executive shall have the duties
         and responsibilities incumbent with the positions of President and
         Chief Executive Officer of the Company. Accordingly, and not by way of
         limitation, as President and Chief Executive Officer of the Company,
         the Executive shall superintend and manage the business of the Company
         and coordinate and supervise the work of its other officers and employ,
         direct, fix the compensation of, discipline and discharge its
         personnel, employ agents, professional advisors and consultants and
         perform all functions of a general manager of the Company's business.
         The Company agrees that it will not, without the Executive's written
         consent, relocate its principal executive offices to a location outside
         the greater Columbus, Ohio area or require the Executive to be based
         anywhere other than the Company's principal executive offices, except
         for required travel on the Company's business to an extent
         substantially consistent with present travel obligations.

                  ss.4. Executive Performance Covenants. The Executive accepts
         the employment described in ss.3 and agrees to devote his full working
         time and efforts (except for absences due to illness and appropriate
         vacations) to the business and affairs of the Company and the
         performance of the aforesaid duties and responsibilities. Nothing in
         this Agreement, however, shall preclude the Executive from devoting a
         reasonable amount of his time and efforts to civic, community,
         charitable, professional and trade association affairs and matters.

                  ss.5. Compensation. The Company shall pay to the Executive,
         for his services hereunder, the compensation hereinafter provided in
         thisss.5. Such compensation shall be paid to the Executive at the times
         and in the manner as provided below.

                  (a)      Base Compensation. The Executive shall be paid "Base
                           compensation" for each Fiscal Year at an annual rate
                           of $215,000 in weekly equal installments. The Base
                           Compensation may be increased (but may not be
                           decreased) at any time or from time to time by action
                           of the Board of Directors. The Base compensation
                           shall be pro-rated for any Fiscal Year hereunder
                           which is less than a full Fiscal Year. Any increase
                           in the Base Compensation shall not serve to limit or
                           reduce any other obligation of the Company hereunder.

                  (b)      Incentive Bonus Compensation. The Executive shall be
                           paid "Incentive Bonus Compensation" for each Fiscal
                           Year in an amount to be determined by the Company's
                           Board of Directors based upon such factors as the
                           Board of Directors in its discretion shall deem
                           appropriate, including, without limitation, the
                           Company's results of operations and financial
                           condition and the Executive's performance during the
                           Fiscal Year.

                  (c)      Sales commissions. The Executive shall be paid "Sales
                           Commissions" monthly in arrears in an amount equal to
                           two and one-half per cent (2 1/2%) of the Company's
                           fee income from its offices in the Eastern region.

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                  ss.6. Reimbursement of Expenses.The Company shall reimburse
         the Executive for his reasonable expenses incurred in providing
         services to the Company, including expenses for travel, entertainment
         and similar items, in accordance with the Company's reimbursement
         policies as determined from time to time by the Board of Directors. If
         there is a dispute as to the eligibility of an expense for
         reimbursement in accordance with the company's reimbursement policies,
         then such expense shall be determined to be reimbursable if approved by
         a majority of the Board of Directors.

                  ss.7. Employee Benefits: Vacations; Retirement. During the
         Employment Period, the Executive shall receive the benefits and enjoy
         the perquisites described below:

                           (a) Benefit Plans. The Company shall continue in
         effect any perquisite, benefit or compensation plan (in addition to the
         compensation provided for in ss.5) including its 401(k) plan, medical
         insurance plan, life insurance plan, health and accident plan and
         disability plan in which the Executive is currently participating, or
         to maintain plans providing substantially similar benefits
         (collectively referred to as the "Benefit Plans"); provided, however,
         that the Company may make modifications in the Benefit Plans so long as
         such modifications (I) are generally applicable to all salaried
         employees of the Company and (ii) do not discriminate against the
         Executive or other highly-compensated employees of the Company.

                           (b) Vacations. The Executive shall be entitled in
         each Fiscal Year to a vacation of six weeks (30 working days), during
         which time his compensation shall be paid in full, and such holidays
         and other non-working days as are consistent with the policies of the
         Company for executives generally.

                           (c) Retirement. The Company agrees to maintain one or
         more life insurance policies on the life of the Executive in an
         aggregate amount sufficient to pay the Executive's heirs at least
         $110,000 per year for 15 years in the event that the Executive dies
         prior to his retirement. No such benefit will be paid in the event that
         the Executive dies after his retirement. In addition, upon the
         Executive's retirement on or after his sixty-fifth birthday, the
         Company shall pay the Executive an amount calculated to be equal to the
         maximum loan available from such insurance policy which will not cause
         such insurance policy to lapse prior to the Executive's life
         expectancy. Thereafter, such amount shall be recalculated on an annual
         basis and the Company will pay the Executive any increase in such
         amount.

                           (d) Country Club Membership. The Company agrees to
         maintain a country club membership for the Executive at The Country
         Club at Muirfield Village or at such other country club as the Company
         and the Executive shall mutually agree. Upon termination of this
         Agreement for any reason, the Company shall immediately assign and
         transfer the membership to the Executive.

                           (e) Company Car. The Company agrees to provide the
         Executive with the use of a leased luxury car of a current year model
         at the time the lease was entered into, and, upon the expiration of any
         such lease, to enter into a new lease for a comparable model and year
         as the expiring lease.

                           (f) Time Share Condominium The Company agrees to
         provide the Executive with use of its time share condominium located in
         Florida for a period of two (2) weeks each year.

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                  ss.8 Company Life Insurance. At any time during the Employment
         Period, the Company may, in its discretion, apply for and procure as
         owner and for its own benefit, life and/or disability insurance on the
         Executive, in such amounts and in such form or forms as the Company may
         determine. The Executive shall have no right to any interest in any
         such policy or policies, but he shall, at the request of the Company,
         submit to such medical examinations, supply such information and
         execute such applications, instruments and other documents as
         reasonably may be required by the insurance company or companies to
         whom the Company has applied for such insurance. All the costs and
         expenses of such medical examination shall be paid by the Company. The
         Executive shall be entitled to a copy of all reports and other
         information provided to the company in connection with any examination
         referred to in this ss.8. Any failure to pass any such medical
         examination or to meet any health criteria or medical standard shall
         not of itself be cause for termination of the Employment Period by the
         Company.


                  ss.9. Certain Company Protection Provisions. The below
         provisions apply for the protection of the Company.

                  (a) Non-competition. During the Restricted Period (as
         hereinafter defined), the Executive shall not directly or indirectly
         compete with the Company by owning, managing, controlling or
         participating in the ownership, management or control of, or be
         employed or engaged by or otherwise affiliated or associated with, any
         Competitive Business in any state from which the Company derives more
         than 10% or more of its total gross revenue at any time during the
         Employment Period. Ownership of not more than 10% of the stock of any
         publicly traded company shall not be deemed a violation of this
         provision. As used herein, the term "Restricted Period" means the
         Employment Period and a period of one (1) year thereafter. As used
         herein, a "Competitive Business" is any other corporation, partnership,
         proprietorship, firm, association or other business entity which is
         engaged in the business of arranging with one or more client employers,
         under written contract, to employ all or part of the work force for any
         such client employer and to place those workers on a permanent basis
         with the client employer.

                  (b) Non-Interference.During the Restricted Period, the
         Executive shall not induce or solicit any employee of the Company or
         any person doing business with the Company to terminate his or her
         employment or business relationship with the Company or otherwise
         interfere with any such relationship.

                  (c) Confidentiality. The Executive agrees and acknowledges
         that, by reason of the nature of his duties as an officer and employee,
         he will have or may have access to and become informed of confidential
         and secret information which is a competitive asset of the Company
         ("Confidential Information"), including without limitation any lists of
         client organizations or worksite employees, financial statistics,
         research data or any other statistics and plans contained in profit
         plans, capital plans, critical issue plans, strategic plans or
         marketing or operation plans or other trade secrets of the Company and
         any of the foregoing which belong to any person or company but to which
         the Executive has had access by reason of his employment relationship
         with the Company. The Executive agrees faithfully to keep in strict
         confidence, and not, either directly or indirectly, to make known,
         divulge, reveal, furnish, make available or use (except for use in the
         regular course of his employment duties) any such Confidential
         Information. The Executive acknowledges that all manuals, instruction
         books, price lists, information and records and other information and
         aids relating to the Company's

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         business, and any and all other documents containing Confidential
         Information furnished to the Executive by the Company or otherwise
         acquired or developed by the Executive, shall at all times be the
         property of the Company. Upon termination of the Employment Period, the
         Executive shall return to the Company any such property or documents
         which are in his possession, custody or control, but his obligation of
         confidentiality shall survive such termination of the Employment Period
         until and unless any such Confidential Information shall have become,
         through no fault of the Executive, generally known to the trade. The
         obligations of the Executive under this subsection are in addition to,
         and not in limitation or preemption of, all other obligations of
         confidentiality which the Executive may have to the Company under
         general legal or equitable principles.

                  (d) Remedies. It is expressly agreed by the Executive and the
         Company that these provisions are reasonable for purposes of preserving
         for the Company its business, goodwill and proprietary information. It
         is also agreed that if any provision is found by a court having
         jurisdiction to be unreasonable because of scope, area or time, then
         that provision shall be amended to correspond in scope, area and time
         to that considered reasonable by a court and as amended shall be
         enforced and the remaining provisions shall remain effective. In the
         event of any breach of these provisions by the Executive, the parties
         recognize and acknowledge that a remedy at law will be inadequate and
         the Company may suffer irreparable injury. The Executive acknowledges
         that the services to be rendered by him are of a character giving them
         peculiar value, the loss of which cannot be adequately compensated for
         in damages; accordingly, the Executive consents to injunctive and other
         appropriate equitable relief upon the institution of proceedings
         therefor by the Company in order to protect the Company's rights. Such
         relief shall be in addition to any other relief to which the company
         may be entitled at law or in equity.

                  (e) Termination. If the Executive's employment is terminated
         by the Company other than by reason for cause pursuant to ss.10 (b) or
         of his disability pursuant to ss.10(c), death pursuant to ss.10 (d) or
         voluntary resignation pursuant to ss.10(e) (2), the provisions of
         ss.9(a) shall also terminate.

                  ss.10. TERMINATION OF EMPLOYMENT.

                  (a) Notice of Termination: Employment Termination Date.

                           (1)      Any termination of the Executive's
                                    employment by the Company or the Executive
                                    shall be communicated by written Notice of
                                    Termination to the other party thereto. For
                                    purposes of this Agreement, a "Notice of
                                    Termination" shall mean a notice which shall
                                    indicate the specific termination provision
                                    in this Agreement relied upon and shall set
                                    forth in reasonable detail the facts and
                                    circumstances claimed to provide a basis for
                                    termination under the provision so
                                    indicated. Furthermore, either the Executive
                                    or the Company may give a Notice of
                                    Termination to the other party for the
                                    purpose of terminating this Agreement, as
                                    such, without terminating the Executive's
                                    employment with the Company, which Notice of
                                    Termination shall have the effect of
                                    terminating this Agreement on the Scheduled
                                    Employment Termination Date as in effect on
                                    the date of giving such Notice of
                                    Termination. From and after the giving of a
                                    Notice of Termination pursuant to thisss.10
                                    (a) (1) through the Scheduled Termination
                                    Date, all of the terms and provisions of
                                    this Agreement shall remain in full force
                                    and effect.

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                           (2)      "Employment Termination Date" shall mean the
                                    date on which the Employment Period and the
                                    Executive's right and obligation to perform
                                    employment services for the Company shall
                                    terminate effective upon the first to occur
                                    of the following, it being understood that
                                    in no event may the Employment Period be
                                    terminated other than as the result of one
                                    of the following events:

                           (A)      If the Executive's employment is terminated
                                    for Disability, the date which is thirty
                                    (30) days after Notice of Termination is
                                    given (provided that the Executive shall not
                                    have returned to the performance of his
                                    duties on a full-time basis during such
                                    thirty (30) day period):

                           (B)      If the Executive's employment is terminated
                                    by the Executive for Good Reason or
                                    otherwise by voluntary action of the
                                    Executive (see ss.10 (e), the date specified
                                    in the Notice of Termination, which date
                                    (except with the written consent of the
                                    Company to the contrary shall be not more
                                    than sixty (60) days after the date that the
                                    Notice of Termination is given;

                           (C)      The death of the Executive;

                           (D)      If the Executive's employment is terminated
                                    by the Company for Cause (seess.10 (b) (1)),
                                    the date on which a Notice of Termination is
                                    given; provided that if within thirty (30)
                                    days after any Notice of Termination is
                                    given the party receiving such notice of
                                    Termination notifies the other party that a
                                    dispute exists concerning the termination,
                                    the Employment Termination Date shall be the
                                    date on which the dispute is finally
                                    determined, either by mutual written
                                    agreement of the parties, by a binding and
                                    final arbitration award or by a final
                                    judgment, order or decree of a court of
                                    competent jurisdiction (the time for appeal
                                    therefrom having expired and no appeal
                                    having been perfected); and

                           (E)      If the Executive's employment is terminated
                                    by the Company other than for Cause,
                                    Disability or death of the Executive, the
                                    date specified in the Notice of Termination
                                    which date (except with the written consent
                                    of the Executive to the contrary) shall be
                                    at least three (3) years after the date that
                                    the Notice of Termination is given.

                  (b) Termination for Cause.

                           (1)      The Company may terminate the Executive's
                                    employment and the Employment Period for
                                    Cause. For the purposes of this Agreement,
                                    the Company shall have "Cause" to terminate
                                    employment hereunder only (A) if termination
                                    shall have been the result of an act or acts
                                    of misconduct materially injurious to the
                                    Company, monetarily or otherwise, or (B)
                                    upon the wilful and continued failure by the
                                    Executive substantially to perform his
                                    duties with the Company (other than any such
                                    failure resulting from incapacity due to
                                    mental or physical illness) after a demand
                                    in writing for substantial performance is
                                    delivered by the Board which

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                                    demand specifically identifies the manner in
                                    which the Board believes that the Executive
                                    has not substantially performed his duties,
                                    and such failure results in demonstrably
                                    material injury to the Company. The
                                    Executive's employment shall in no event be
                                    considered to have been terminated by the
                                    Company for Cause if such termination took
                                    place as the result of (I) bad judgment or
                                    negligence, or (ii) any act or omission
                                    without intent of gaining therefrom directly
                                    or indirectly a profit to which the
                                    Executive was not legally entitled, or (iii)
                                    any act or omission believed in good faith
                                    to have been in or not opposed to the
                                    interests of the Company, or (iv) any act or
                                    omission in respect of which a determination
                                    is made that the Executive met the
                                    applicable standard of conduct prescribed
                                    for indemnification or reimbursement or
                                    payment of expenses under the Amended Code
                                    of Regulations of the Company or the laws of
                                    the State of Ohio, in each case, as in
                                    effect at the time of such act or omission.
                                    The Executive shall not be deemed to have
                                    been terminated for Cause unless and until
                                    there shall have been delivered to him a
                                    copy of a resolution duly adopted by the
                                    affirmative vote of not less than three
                                    quarters of the entire membership of the
                                    Board of Directors at a meeting of the Board
                                    of Directors called and held for the purpose
                                    (after not less than 30 days' written notice
                                    to the Executive and an opportunity for him,
                                    together with his counsel, to be heard
                                    before the Board of Directors, such notice
                                    of meeting to indicate the specific
                                    termination provision of this Agreement
                                    relied upon and specify in reasonable detail
                                    the facts and circumstances claimed to
                                    provide a basis for termination under the
                                    provision so indicated), finding that in the
                                    good faith opinion of the Board of Directors
                                    the Executive was guilty of conduct set
                                    forth above in clauses (A) or (B) of the
                                    second sentence of this paragraph and
                                    specifying the particulars thereof in
                                    detail.

                           (2)      If the Executive's employment shall be
                                    terminated for Cause, the Company shall pay
                                    the Executive within ten (10) days of such
                                    termination, his unpaid Sales commissions
                                    and Base Compensation through the Employment
                                    Termination Date at the rate in effect at
                                    the time Notice of Termination is given.

         (c) Termination for Disability. The Company may terminate the
         Executive's employment because of the Disability of the Executive and
         thereafter shall pay to the Executive (or his successors) his unpaid
         Sales Commissions and Base Compensation through the sixth full month
         following the Employment Termination Date at the then effective rate.
         In addition, the Executive shall be entitled to the amounts and
         benefits specified in Paragraphs (2) and (3) of ss.10 (f) of this
         Agreement.

         (d) Termination Upon Executive's Death.In the event of the Executive's
         death, the Company shall pay to the Executive's estate any unpaid
         amount of Sales Commissions and Base Compensation through the date of
         death at the then effective rate.

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         (e) Termination of Employment by the Executive.

                  (1)      The Executive may terminate his employment for Good
                           Reason and receive the payments and benefits
                           specified in ss.10 (f) in the same manner as if the
                           Company had terminated his employment other than
                           pursuant to ss.10 (b), (c) or (d). For purposes of
                           this Agreement, "Good Reason" will exist if any one
                           or more of the following occur:

                  (A)      Failure by the Company to honor any of its
                           obligations under this Agreement, including, without
                           limitation, its obligations underss.3 (Employment
                           Capacity and Duties).ss.4 (Executive Performance
                           Covenants),ss.5 (Compensation).ss.6 (Reimbursement of
                           expenses),ss.7 (Employee Benefits, Vacations, Life
                           Insurance),ss.11 (Indemnification) andss.12
                           (Successors and Assigns); or

                  (B)      Any purported termination by the Company of
                           Executive's employment that is not effected pursuant
                           to a Notice of Termination satisfying the
                           requirements of ss.10 (a) above and, for purposes of
                           this Agreement, no such purported termination shall
                           be effective.

                  (2)      The Executive shall have the right voluntarily to
                           terminate his employment if there is a Change in
                           Control of the Company.

                           For purposes of Section 10 (e)(2), a "Change in
                           Control" of the Company shall be deemed to have
                           occurred as of the first day that any one or more of
                           the following conditions shall have been satisfied:

                  (A)      Any Person (other than a Person in control of the
                           Company as of the Effective date, or other than a
                           trustee or other fiduciary holding securities under
                           an employee benefit plan of the Company, or a company
                           owned directly or indirectly by the stockholders of
                           the Company in substantially the same proportions as
                           their ownership of voting securities of the Company)
                           becomes the Beneficial Owner, directly or indirectly,
                           of securities of the Company representing a majority
                           of the combined voting power of the Company's then
                           outstanding securities;

                  (B)      The stockholders of the Company approve: (i) a plan
                           of complete liquidation of the Company; or (ii) an
                           agreement for the sale or disposition of all or
                           substantially all the Company's assets; or (iii) a
                           merger, consolidation, or reorganization of the
                           Company with or involving any other corporation,
                           other than a merger, consolidation, or reorganization
                           that would result in the voting securities of the
                           Company outstanding immediately prior thereto
                           continuing to represent (either by remaining
                           outstanding or by being converted into voting
                           securities of the surviving entity) at least a
                           majority of the combined voting power of the voting
                           securities of the Company (or such surviving entity)
                           outstanding immediately after such merger,
                           consolidation, or reorganization; or

                  (C)      During any period of two consecutive years during the
                           term of this Agreement, individuals who at the
                           beginning of such period constitute the Company's
                           Board of Directors cease for any reason to constitute
                           at least a majority thereof, unless the election of
                           each director who was not a director at the beginning
                           of such period has been approved

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                           in advance by directors representing at least
                           two-thirds of the directors then in office who were
                           directors at the beginning of the period.

                  However, in no event shall a "Change in Control" be deemed to
                  have occurred, with respect to the Executive, if the Executive
                  is part of a purchasing group which consummates the Change in
                  Control transaction. The Executive shall be deemed "part of a
                  purchasing group" for purposes of the preceding sentence if
                  the Executive is an equity participant or has been identified
                  as a potential equity participant in the purchasing company or
                  group except for: (y) passive ownership of less than three
                  percent (3%) of the stock of the purchasing company; or (z)
                  ownership of equity participation in the purchasing company or
                  group which is otherwise not significant, as determined prior
                  to the Change in Control by a majority of the nonemployee
                  continuing directors.

                  For purposes of this definition of Change in Control, "Person"
                  shall have the meaning ascribed to such term in Section 3
                  (a)(9) of the Securities Exchange Act of 1934, and used in
                  Section 13 (d) and 14 (d) thereof, including a "group" as
                  defined in Section 13 (d) thereof, and "Beneficial Owner"
                  shall have the meaning ascribed to such term in Rule 13d-3 of
                  the General Rules and Regulations under the Securities
                  Exchange Act of 1934.

         (f) Compensation Upon Certain Terminations.

                  (1)      If the Company shall terminate the Executive's
                           employment other than pursuant to ss.10 (b), (c) or
                           (d), or if the Executive shall terminate his
                           employment for Good Reason pursuant to ss.10 (e)(1)
                           (but not a termination voluntarily by the Executive
                           other than for Good Reason under ss.10 (e)(2)), then:

                  (A)      The Company shall continue to pay the Executive his
                           Sales commissions and Base compensation through the
                           Scheduled Employment Termination Date at the then
                           effective rate;

                  (B)      The Company shall also pay all legal fees and
                           expenses incurred as a result of such termination
                           (including all such fees and expenses, if any,
                           incurred in contesting or disputing any such
                           termination, in seeking to obtain or enforce any
                           right or benefit provided by this Agreement, or in
                           interpreting this Agreement). The Company agrees, in
                           the event the Executive desires to relocate within
                           one (1) year after the Date of Termination, to pay
                           for (or reimburse) all reasonable moving expenses
                           incurred relating to a change of principal residence
                           in connection with such relocation and to indemnify
                           the Executive in connection with any loss he may
                           sustain in the sale of his primary residence;

                  (C)      The Company shall also pay the Executive a "Severance
                           Payment" equal to $750,000, which amount shall be
                           paid to him in one lump sum within 30 days of the
                           Scheduled Employment Termination Date; and

                  (D)      The Executive shall be under no obligation to seek
                           other employment and there shall be no offset against
                           any amounts due the Executive under this Agreement on
                           account of any

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<PAGE>   11
                           remuneration attributable to any subsequent
                           employment that the Executive may obtain (any amounts
                           due under this ss.10 (f) are in the nature of
                           severance payments, or liquidated damages, or both,
                           and are not in the nature of a penalty).

                  (2)      Unless the Executive is terminated for Cause, the
                           Company shall maintain in fullforce and effect, for
                           the Executive's continued benefit through the
                           Scheduled Employment Termination Date, all active and
                           retired Benefit Plans and other benefit programs or
                           arrangements in which he was entitled to participate
                           immediately prior to the Scheduled Employment
                           Terminate date (except as specified inss.7 (a) of
                           this Agreement), provided that continued
                           participation is possible under the general terms and
                           provisions of such plans and programs. In the event
                           that participation in any such plan or program is
                           barred, the company shall arrange to provide him with
                           benefits substantially similar to those which he is
                           entitled to receive under such plans and programs.
                           The Company shall transfer to the Executive any and
                           all life insurance and disability insurance policies,
                           provided, however, that the Executive assumes the
                           premiums on such insurance policies.

                  (3)      Unless the Executive is terminated for Cause, the
                           Company shall allow the Executive, at the Company's
                           expense, to continue to utilize the services of
                           Arthur Andersen LLP and/or another accountant or
                           attorney of his choice for assistance in enforcing
                           this Agreement and preparation of his tax returns for
                           the year following termination of employment.

                  (4)      In addition to the Executives rights under ss.10
                           (e)(2), if a "Change in Control" shall have occurred,
                           the Executive shall be entitled to the benefits
                           described below if his employment is terminated
                           following a Change in Control for Cause:

                           (A)      The Company shall maintain for the
                                    Executive's benefit until the later of (i)
                                    24 months after termination of employment
                                    following a Change in Control, or (ii) the
                                    Scheduled Employment Termination Date, all
                                    life insurance, medical, health and
                                    accident, and disability plans or programs
                                    and other perquisites listed inss.7 in which
                                    the Executive shall have been entitled to
                                    participate prior to termination of
                                    employment following a Change in Control,
                                    provided the Executive continued
                                    participation is permitted under the general
                                    terms of such plans and programs after the
                                    Change in Control. In the event the
                                    Executive's participation in any such plan
                                    or program is not permitted, the company
                                    will provide directly the benefits to which
                                    the Executive would be entitled under such
                                    plans and programs.


                           (B)      All outstanding stock options issued to the
                                    Executive shall become 100% vested and
                                    exercisable in accordance with such
                                    governing stock option agreements and plans.



         (g) Compensation Upon Disability. During any period that the Executive
         fails to perform his duties hereunder as a result of incapacity due to
         physical or mental illness, he shall continue to receive

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<PAGE>   12
         his full Sales Commissions and Base Compensation at the rate then in
         effect all until this agreement is terminated pursuant to ss.10 (c)
         hereof. Thereafter, his benefits shall be determined in accordance with
         the Company's Benefit Plans.

         ss.11.     Certain Tax Matters

         (a) Optional Right of Partial Disclaimer.

                  It is recognized that under certain circumstances:

                  (1) Payments or benefits provided to the Executive under this
                  Agreement and/or under the Company" 1996 Incentive Stock Plan
                  might give rise to an ""excess parachute payment: within the
                  meaning of Section 280G of the Internal Revenue Code of 1986,
                  or any successor provision thereof.

                  (2) It might be beneficial to the Executive to disclaim some
                  portion of the payment or benefit in order to avoid such
                  "excess parachute payment" and thereby avoid the imposition of
                  an excise tax resulting therefrom.

                  (3) Under such circumstances it would not be to the
                  disadvantage of the Company to permit the Executive to
                  disclaim any such payment or benefit in order to avoid the
                  "excess parachute payment" and the excise tax resulting
                  therefrom.

                  Accordingly, the Executive may, at the Executive's option,
exerciseable at any time or from time to time, disclaim any entitlement to any
portion of the payment or benefits arising under this Agreement which would
constitute "excess parachute payments," and it shall be the Executive's choice
as to which payments or benefits shall be so surrendered, if and to the extent
that the Executive exercises such option, so as to avoid "excess parachute
payments."

         (b) Additional Payments.

                  (1)      Anything in this Agreement to the contrary
                           notwithstanding, in the event it shall be determined
                           (as hereafter provided) that any payment or
                           distribution to or for the executive's benefit,
                           whether paid or payable or distributed or
                           distributable pursuant to the terms of this Agreement
                           or otherwise pursuant to or by reason of any other
                           agreement, policy, plan, program or arrangement
                           (including without limitation the 1996 Incentive
                           Stock Plan or other similar agreement)or similar
                           right (a "Payment"), would be subject to the excise
                           tax imposed by Section 4999 of the Internal Revenue
                           Code of 1986 (or any successor provision thereto), or
                           any interest or penalties with respect to such excise
                           tax (such excise tax, together with any such interest
                           and penalties, are hereafter collectively referred to
                           as the "Excise Tax"), then the Executive shall be
                           entitled to receive an additional payment or payments
                           (a "Gross-Up Payment") in an amount such that, after
                           payment by the Executive of all taxes (including any
                           interest or penalties imposed with respect to such
                           taxes), including any Excise Tax, imposed upon the
                           Gross-Up Payment, the Executive retains an amount of
                           the Gross-Up Payment equal to the Excise Tax imposed
                           upon the Payments.

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<PAGE>   13
                  (2)      Subject to the provisions ofss.11 (b) (5), all
                           determinations required to be made under this
                           Sectionss.11 (b), including whether an Excise Tax is
                           payable by the Executive, the amount of such Excise
                           Tax, whether a Gross-Up Payment is required, and the
                           amount of such Gross-Up Payment, shall be made by
                           Arthur Andersen LLP or another nationally recognized
                           accounting firm or law firm selected by the Executive
                           in the Executive's sole discretion (the "Firm"). The
                           Executive agrees to direct the Firm to submit its
                           determination and detailed supporting calculations to
                           both the Executive and the Company as promptly as
                           practicable. If the Firm determines that any Excise
                           Tax is payable by the Executive and that a Gross-Up
                           Payment is required, then the Company shall pay the
                           Executive the required Gross-Up Payment within ten
                           business days after receipt of such determination and
                           calculations. If the Firm determines that no Excise
                           Tax is payable by the Executive, then it shall, at
                           the same time as it makes such determination, furnish
                           the Executive with an opinion that the Executive has
                           substantial authority not to report any Excise Tax on
                           the Executive's federal income tax return. Any
                           determination by the Firm as to the amount of the
                           Gross-Up Payment shall be binding upon the Executive
                           and the Company. As a result of the uncertainty in
                           the application of Section 4999 of the Internal
                           Revenue Code of 1986 (or any successor provision
                           thereto) at the time of the initial determination by
                           the Firm hereunder, it is possible that Gross-Up
                           Payments which will not have been made by the Company
                           should have been made (an "Underpayment"). In the
                           event that the Company exhausts its remedies pursuant
                           toss.11 (b)(5) hereof and the Executive thereafter is
                           required to make a payment of any Excise Tax, the
                           Executive may direct the Firm to determine the amount
                           of the Underpayment (if any) that has occurred and to
                           submit its determination and detailed supporting
                           calculations to both the Executive and the Company as
                           promptly as possible. Any such Underpayment shall be
                           promptly paid by the Company to the Executive, or for
                           the executive's benefit, within ten business days
                           after receipt of such determination and calculations.

                  (3)      The Executive and the Company shall each provide the
                           Firm access to and copies of any books, records and
                           documents in the possession of the Company or the
                           Executive as the case may be, reasonably requested by
                           the Firm, and otherwise cooperate with the Firm in
                           connection with the preparation and issuance of the
                           determination contemplated by ss.11 (b) (2) hereof.

                  (4)      The fees and expenses of the Firm for its services in
                           connection with the determinations and calculations
                           contemplated by ss.11 (b) (2) hereof shall be borne
                           by the Company. If such fees and expenses are
                           initially paid by the Executive, then the Company
                           shall reimburse the Executive the full amount of such
                           fees and expenses within ten business days after
                           receive from the Executive of a statement therefor
                           and reasonable evidence of the Executive's payment
                           thereof.

                  (5)      The Executive agrees to notify the Company in writing
                           of any claim by the Internal Revenue Service that, if
                           successful, would require the payment by the Company
                           of a Gross-Up Payment. Such notification shall be
                           given as promptly as practicable but no later than
                           ten business days after the Executive actually
                           receives notice of such claim. The executive agrees
                           to further apprise the Company of the nature of such
                           claim and the date on which such claim is requested
                           to be paid (in each case, to the extent known by the
                           Executive). The Executive agrees not to pay such
                           claim prior to the earlier of (a) the expiration of
                           the 30-

                                       13
<PAGE>   14
                           calendar-day period following the date on which the
                           Executive gives such notice to the Company and (b)
                           the date that any payment with respect to such claim
                           is due. If the Company notifies the Executive in
                           writing at least five (5) business days prior to the
                           expiration of such period that it desires to contest
                           such claim, then the Executive agrees to:

                           (a)      provide the Company with any written records
                                    or documents in the Executive's possession
                                    relating to such claim reasonably requested
                                    by the Company;

                           (b)      take such action in connection with
                                    contesting such claim as the Company shall
                                    reasonably request in writing from time to
                                    time, including without limitation accepting
                                    legal representation with respect to such
                                    claim by an attorney competent in respect of
                                    the subject matter and reasonably selected
                                    by the Company;

                           (c)      cooperate with the Company in good faith in
                                    order effectively to contest such claim; and

                           (d)      permit the Company to participate in any
                                    proceedings relating to such claim;
                                    provided, however, that the Company shall
                                    bear and pay directly all costs and expenses
                                    (including interest and penalties) incurred
                                    in connection with such contest and shall
                                    indemnify and hold the Executive harmless,
                                    on an after-tax basis, from and against any
                                    Excise Tax or income tax, including interest
                                    and penalties with respect thereto, imposed
                                    as a result of such representation and
                                    payment of costs and expenses. Without
                                    limiting the foregoing provisions of
                                    thisss.11 (b) (5), the Company shall control
                                    all proceedings taken in connection with the
                                    contest of any claim contemplated by
                                    thisss.11 (b) (5) and, at its sole option,
                                    may pursue or forego any and all
                                    administrative appeals, proceedings,
                                    hearings and conferences with the taxing
                                    authority and all in respect of such claim
                                    (provided, however, that the Executive may
                                    participate therein at the Executive's own
                                    cost and expense) and may, at its option,
                                    either direct the Executive to pay the tax
                                    claimed and sue for a refund or contest the
                                    claim in any permissible manner, and the
                                    Executive agrees to prosecute such contest
                                    to a determination before any administrative
                                    tribunal, in a court of initial jurisdiction
                                    and in one or more appellate courts, as the
                                    Company shall determine; provided, however,
                                    that if the Company directs the Executive to
                                    pay the tax claimed and sue for a refund,
                                    the Company shall advance the amount of such
                                    payment to the Executive on an interest-free
                                    basis and shall indemnify and hold the
                                    Executive harmless, on an after-tax basis,
                                    from any Excise Tax or income tax, including
                                    interest or penalties with respect thereto,
                                    imposed with respect to such advance; and
                                    provided further, however, that any
                                    extension of the statue of limitations
                                    relating to payment of taxes for the
                                    Executive's taxable year with respect to
                                    which the contested amount is claimed to be
                                    due is limited solely to such contested
                                    amount. Furthermore, the Company's control
                                    of any such contested claim shall be limited
                                    to issues with respect to which a Gross-Up
                                    Payment would be payable hereunder and the
                                    Executive shall be entitled to settle or
                                    contest, as the case may be, any other issue
                                    raised by the Internal Revenue Service or
                                    any other taxing authority.

                  (6) If, after the receipt by the Executive of an amount
                  advanced by the Company pursuant to ss.11 (b) (5) hereof, the
                  Executive receives any refund with respect to such claim, the
                  Executive agrees (subject to the Company's complying with the
                  requirements of ss.11 (b) (5) hereof) to

                                       14
<PAGE>   15

                  promptly pay to the Company the amount of such refund
                  (together with any interest paid or credited thereon after any
                  taxes applicable thereto). If, after the Executive's receipt
                  of an amount advanced by the Company pursuant to ss.11 (b) (5)
                  hereof, a determination is made that the Executive is not
                  entitled to any refund with respect to such claim and the
                  Company does not notify the executive in writing of its intent
                  to contest such denial of refund prior to the expiration of 30
                  calendar days after such determination, then such advance
                  shall be forgiven and shall not be required to be repaid and
                  the amount of such advance shall offset, to the extent
                  thereof, the amount of Gross-Up Payment required to be paid
                  pursuant to this ss.11 (b).


         ss.12 Indemnification. As an employee, officer and director of the
Company, the Executive shall be indemnified against all liabilities, damages,
fines, costs and expenses by the Company in accordance with the indemnification
provisions of the Company's Amended Code of Regulations as in effect on the date
hereof, and otherwise to the fullest extent to which employees, officers and
directors of a corporation organized under the laws of Ohio may be indemnified
pursuant to Section 1701.13(E) of the Ohio Revised Code, as the same may be
amended from time to time (or any subsequent statue of similar tenor and
effect), subject to the terms and conditions of such statute.

         ss.13 Arbitration. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration in
Columbus, Ohio in accordance with the rules of the American Arbitration
Association then in effect; provided that all arbitration expenses shall be
borne by the Company. Notwithstanding the pendency of any dispute or controversy
concerning termination or the effects thereof, the Company will continue to pay
the Executive his full compensation in effect immediately before any Notice of
Termination giving rise to the dispute was given (including, but not limited to,
Base Salary, Sales Commissions and Incentive Bonus Compensation) and continue
him as a participant in all compensation, benefit and insurance plans in which
he was then participating, until the dispute is finally resolved. Judgment may
be entered on the arbitrators' award in any court having jurisdiction; provided,
however, that the Executive shall be entitled to seek specific performance of
his right to be paid until the Employment Termination Date during the pendency
of any dispute or controversy arising under or in connection with this
Agreement.

         ss.14. Successors and Assigns. Except as hereinafter expressly
provided, the agreements, covenants, terms and provisions of this Agreement
shall bind the respective heirs, executors, administrators, successors and
assigns of the parties. Specifically, and not by way of limitation of the
foregoing, the Executive shall be bound by the terms and conditions of this
Agreement to any successor assignee of the Company's rights and obligations
hereunder as a result of any merger, consolidation or sale or lease of all or
substantially all of the Company's business and assets. If any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Company fails,
concurrently with the effectiveness of any such succession, to agree in writing
in form and substance reasonably satisfactory to the Executive expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession had
taken place, then the Executive shall have the right, effected by notice to such
successor not later than ninety (90) days after the effectiveness of such
succession, to terminate the Employment Period under ss.10 (e) as though such
failure was an uncured breach by the Company of a material covenant or agreement
of the Company contained in this Agreement.

                                       15
<PAGE>   16
         If the executive should die while any amounts are payable to him
hereunder, or if by reason of his death payments are to be made to him
hereunder, then this Agreement shall inure to the benefit of and be enforceable
by the Executive's executors, administrators, heirs, distributees, devisees and
legatees and all amounts payable hereunder shall then be paid in accordance with
the terms of this Agreement to the Executive's devisee, legatee or other
designee or, if there is no such designee, to his estate.

         This Agreement is personal in nature and neither of the parties hereto
shall, without the consent of the other, assign or transfer this Agreement or
any rights or obligations hereunder, except as hereinbefore provided in this
ss.14. Without limiting the foregoing, the Executive's right to receive payments
hereunder shall not be assignable or transferable, whether by pledge, creation
of a security interest or otherwise, other than a transfer by his will or by the
laws of descent or distribution, and in the event of any attempted assignment or
transfer contrary to this paragraph the Company shall have no liability to pay
to the purported assignee or transferee any amount so attempted to be assigned
or transferred.

         As used in this Agreement, the "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which executes and delivers the agreement provided for in the first
paragraph of this ss.14 or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law.

         ss.15 Notices. Any notice or other communication required or desired to
be given hereunder shall be in writing and shall be deemed sufficiently given
when personally delivered or when mailed by first class certified mail, return
receipt requested and postage prepaid, addressed to the parties at their
respective addresses set forth under their respective signatures below or such
other person or addresses as shall be given by notice of any party.

         ss.16. Waiver: Remedies Cumulative. No waiver of any right or option
hereunder by any party shall operate as a waiver of any other right or option,
or the same right or option as respects any subsequent occasion for its
exercise, or of any legal remedy. No waiver by any party of any breach of this
Agreement or of any agreement or covenant contained herein shall be held to
constitute a waiver of any other breach or a continuation of the same breach.
All remedies provided by this Agreement are in addition to all other remedies by
it or the law provided.

         ss.17. Governing Law: Severability. This Agreement is made and is
expected to be performed in Ohio, and the various terms, provisions, covenants
and agreements, and the performance thereof, shall be construed, interpreted and
enforced under and with reference to the laws of the State of Ohio. It is the
intention of the Company and the Executive to comply fully with all laws and
matters of public policy relating to employment agreements and restrictive
covenants, and this Agreement shall be construed consistently with such laws and
public policy to the extent possible. If and to the extent any one or more
covenants, agreements, terms and provisions of this Agreement or any portion or
portions thereof shall be held invalid or unenforceable by a court of competent
jurisdiction, then such covenants, agreements, terms and provisions (or portions
thereof) shall be deemed separable from the remaining covenants, agreements,
terms and provisions of this Agreement and such holding shall in no way affect
the validity or enforceability of any of the other covenants, agreements, terms
and provisions hereof.

                                       16
<PAGE>   17
         ss.18. Miscellaneous. This Agreement constitutes the entire
understanding of the parties hereto with respect to the subject matter hereof.
This Agreement may not be modified, changed or amended except in a writing
signed by each of the parties hereto. This Agreement may be signed in multiple
counterparts, each of which shall be deemed an original hereof. The captions of
the several sections and subsections of this Agreement are not a part of the
context hereof, are inserted only for convenience in locating such sections and
subsections and shall be ignored in construing this Agreement.


         IN WITNESS WHEREOF, the Company and the Executive have executed
multiple counterparts of this Agreement.

COMPANY:                                 EXECUTIVE:
--------                                 ----------

TEAM AMERICA CORPORATION
110 E. Wilson Bridge Road
Worthington, Ohio   43085


By: /s/ William W. Johnston              /s/ Kevin T. Costello
    ------------------------------       ----------------------------------
William W. Johnston                      KEVIN T. COSTELLO, individually
Chairman of the Board of Directors       Address:  5352 Dunniker Park Drive
                                         Dublin, Ohio  43017

                                       17