EXHIBIT 10.58

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


                            ASSET PURCHASE AGREEMENT


                              Dated March 17, 1997,


                                  by and among


                                    PMI LP I,


                         GARNER SCOTT ENTERPRISE, INC.,


                                DONALD W. GARNER


                                       and


                                SHIRLEY A. GARNER



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


<PAGE>




                                TABLE OF CONTENTS

                                                                           Page
ARTICLE I.         Purchase and Sale                                          1
    Section 1.1.   Purchased Assets                                           1
    Section 1.2.   Excluded Assets                                            2

ARTICLE II.        Purchase Price                                             3
  Section 2.1      Purchase Price and Payment Method                          3
  Section 2.2      Seller's Right to Audit                                    5
  Section 2.3      Establishing and Resolving Disagreements                   5

ARTICLE III.       Assumption of Liabilities                                  6
    Section 3.1.   Assumed Liabilities                                        6
    Section 3.2.   Excluded Liabilities                                       6

ARTICLE IV.        Closing and Effective Time                                 6
    Section 4.1.   Closing; Closing Date; Effective Time                      6
    Section 4.2.   Closing Requirements                                       6

ARTICLE V.         Other Actions, Agreements and Covenants of the Parties     8
    Section 5.1.   Assignment of Contracts                                    8
    Section 5.2.   Delivery of Property Received After Effective Time         8
    Section 5.3.   Purchaser Appointed Attorney for Seller                    8
    Section 5.4.   Execution of Further Documents; Financial Statements       8
    Section 5.5.   Employment by Purchaser of Seller's Employees              9
    Section 5.6.   Noncompetition and Confidentiality Agreement               9
    Section 5.7.   IRS Form 8594                                              9
    Section 5.8.   COBRA and Other Compliance                                 9
    Section 5.9.   Rental of Carrollton Office                                9

ARTICLE VI.        Representations and Warranties by Seller and the Garners  10
    Section 6.1.   Corporate Existence and Qualification                     10
    Section 6.2.   Subsidiaries and Affiliates                               10
    Section 6.3.   Financial Statements                                      10
    Section 6.4.   Events Subsequent to Latest Seller Financial Statements   10
    Section 6.5.   Undisclosed Liabilities                                   12
    Section 6.6.   Tax Returns                                               12
    Section 6.7.   Real Property                                             12
    Section 6.8.   Personal Property - Owned                                 13
    Section 6.9.   Personal Property - Leased                                13
    Section 6.10.  Use and Condition of Property; Environmental Concerns     13
    Section 6.11.  Restrictive Covenants                                     14
    Section 6.12.  Intellectual Property Rights                              14
    Section 6.13.  Necessary Property                                        14
    Section 6.14.  No Breach, Default or Violation                           14
    Section 6.15.  Litigation and Claims                                     14
    Section 6.16.  Material Contracts                                        14
    Section 6.17.  Validity of Purchased Contracts                           15
    Section 6.18.  Powers of Attorney                                        15
    Section 6.19.  Insurance                                                 15
    Section 6.20.  Employment Matters; Employee Benefit Plans; ERISA 
                     Compliance                                              15
    Section 6.21.  Guaranties                                                16
    Section 6.22   Compliance With Laws; Licenses                            16
    Section 6.23.  Authorization of Agreement                                16
    Section 6.24.  All Material Information                                  17
    Section 6.25.  Material Adverse Contract                                 17
    Section 6.26.  Copies of Documents                                       17
    Section 6.27.  Shareholders                                              17
    Section 6.28.  Consents of Third Parties                                 17
    Section 6.29.  Other Approvals                                           17
    Section 6.30.  Customer Relations                                        18

ARTICLE VII.       Representations and Warranties by Purchaser               18
    Section 7.1.   Valid Existence and Qualification of Purchaser            18
    Section 7.2.   Authorization of Agreement by Purchaser                   18

ARTICLE VIII.      Indemnification                                           19
    Section 8.1.   Indemnification by Seller and the Garners                 19
    Section 8.2.   Indemnification by Purchaser                              19
    Section 8.3.   Survival of Covenants, Representations and Warranties     20
    Section 8.4.   Payment and Settlement of Amounts Due                     20

ARTICLE IX.        Change of Names; Use of Names by Purchaser                20

ARTICLE X.         Expenses of the Parties                                   21

ARTICLE XI.        Brokers' Commission                                       21

ARTICLE XII.       Miscellaneous                                             21
    Section 12.1.  Waivers and Amendments                                    21
    Section 12.2.  Entire Agreement                                          21
    Section 12.3.  Headings                                                  22
    Section 12.4.  Notices                                                   22
    Section 12.5.  Severability                                              22
    Section 12.6.  Governing Law                                             23
    Section 12.7.  Consent to Jurisdiction                                   23
    Section 12.8.  Third Parties                                             23
    Section 12.9.  Counterparts                                              24
    Section 12.10. Successors and Assigns                                    24


<PAGE>


                            ASSET PURCHASE AGREEMENT

         THIS ASSET PURCHASE  AGREEMENT  (this  "Agreement") is made and entered
into as of the 17th day of March, 1997,  effective as of 12:01 a.m. on March 17,
1997 (the  "Effective  Time"),  by and among  GARNER SCOTT  ENTERPRISE,  INC., a
Kentucky  corporation   ("Seller"),   DONALD  W.  GARNER,  a  Kentucky  resident
("Donald"), SHIRLEY A. GARNER, a Kentucky resident ("Shirley"), and PMI LP I, an
Indiana  limited  partnership  ("Purchaser").  Donald and Shirley are  sometimes
collectively referred to herein as the "Garners".

                              PRELIMINARY STATEMENT

         Seller  conducts a  temporary  staffing  business,  and  operates  such
business  out of offices in  Madison,  Indiana  and  Carrollton,  Kentucky  (the
"Business").  Seller  desires to sell to  Purchaser,  and  Purchaser  desires to
purchase from Seller,  substantially  all of the non-cash assets owned by Seller
that are used or useful by Seller in the operation of the Business, on the terms
and conditions  hereinafter set forth.  Donald and Shirley,  together with their
three  daughters  identified on Schedule  6.27, are the owners of 100 percent of
the outstanding capital stock of Seller.

         NOW,  THEREFORE,   in  consideration  of  the  mutual  representations,
warranties,  covenants and conditions  hereinafter set forth, the parties hereto
agree as follows:


                                    ARTICLE I
                                Purchase and Sale

         Section 1.1.  Purchased Assets.  Seller agrees to and does hereby sell,
transfer,  assign, convey and deliver to Purchaser,  and Purchaser hereby agrees
to and does hereby  purchase  and  acquire  from  Seller,  free and clear of all
liens, encumbrances,  claims, restrictions,  security interests, obligations and
liabilities  except as otherwise  expressly  provided herein,  all of the assets
that are owned by Seller and that are used or useful by Seller in the  operation
of the Business at the Effective Time except the Excluded Assets (as hereinafter
defined),  including in the assets being purchased and sold  hereunder,  without
limiting the generality of the foregoing, the following assets as the same shall
exist at the  Effective  Time  (which  assets  being  acquired  are  hereinafter
collectively called the "Purchased Assets"):

               1.1.1.   all   furniture,   furnishings,    fixtures,   leasehold
          improvements,  equipment  and other fixed assets,  including,  without
          limitation, the assets listed on Schedule 1.1.1;

               1.1.2. all of Seller's rights,  title, and interest in and to all
          software  owned by Seller  or  licensed  to  Seller by third  parties,
          including  all  documentation,  source  codes,  software  modules  and
          enhancements and software in development;

               1.1.3. all inventories  including marketing materials  (including
          video tapes, brochures, and the like), spare parts and supplies;

               1.1.4.  all  of  Seller's  rights  under  all  leases,  contracts
          (including  software license  agreements and maintenance  agreements),
          agreements,  and sales  orders,  including  but not  limited  to those
          leases,  contracts,  agreements,  and sales orders  listed on Schedule
          1.1.4 (the "Purchased Contracts");

               1.1.5.  all prepaid and deferred items including  prepaid rentals
          and deposits;

               1.1.6. all operating and financial data and information and books
          and  records  relating  to the  Purchased  Assets or the  business  or
          operations of Seller  (wherever  located and in every format and media
          whatsoever),  including without limitation software databases, written
          records,  personnel files (but only as to personnel hired by Purchaser
          and only with  their  knowledge),  files,  policies,  customer  lists,
          mailing lists,  supplier lists,  credit  information,  correspondence,
          designs,  slogans,  processes,  know-how,  trade  secrets,  and  other
          similar property;

               1.1.7.  all  intellectual  property  rights of Seller,  including
          Seller's  rights,  title and interest in and to all United  States and
          foreign patents (including all reissues, divisions,  continuations and
          extensions thereof), patent applications, patent disclosures docketed,
          copyrights,  trademarks,  trademark  rights,  trademark  applications,
          trade  names,  service  marks,  service  mark  rights,   service  mark
          applications and licenses;

               1.1.8. all registrations,  permits, licenses, consents, approvals
          and  qualifications  of  Federal,  State,  local or  other  government
          agencies  relating  to the  business  or  operations  of Seller or the
          Purchased Assets;

               1.1.9.  all rights to warranties  and  guarantees or other claims
          relating to any of the Purchased Assets,  including without limitation
          rights under agreements for the supply of equipment or leasehold
         improvements;

               1.1.10.  all rights to the use of Seller's  name and  derivatives
          thereof,  all past corporate names of Seller and all assumed  business
          names  or  other  names  used  or  previously  used by  Seller  or its
          predecessors in its business; and

               1.1.11. the goodwill relating to Seller's customers and business.

     Section  1.2.  Excluded  Assets.  Seller is  retaining  and is not selling,
transferring,  conveying,  assigning or  delivering  to Purchaser  the following
assets (hereinafter collectively called the "Excluded
Assets"):

               1.2.1. any cash and cash equivalents of Seller on hand or in bank
          accounts at the Effective Time;

               1.2.2. all accounts receivable of Seller for work performed prior
          to the Effective Time;

               1.2.3. all notes  receivable and marketable  securities of Seller
          at the Effective Time;

               1.2.4. all motor vehicles owned or leased by Seller; and

               1.2.5.  all assets of Seller  used  exclusively  in the  cleaning
          business operated by Seller.

                                   ARTICLE II
                                 Purchase Price

         Section 2.1.  Purchase  Price and Payment  Method.  The total  purchase
price  for the  Purchased  Assets  (the  "Purchase  Price")  shall be an  amount
determined and paid as follows:

                  2.1.1. Purchaser shall pay $250,000 to Seller at Closing.

                  2.1.2.  After the Closing  Purchaser  shall pay to Seller such
         sum or sums as shall be  determined  in  accordance  with the following
         provisions:

                                    (a) Within 100 days after the end of each of
                  Purchaser's fiscal years beginning with the fiscal year ending
                  October  31,  1997 and  ending  with the  fiscal  year  ending
                  October 31, 2001 (the "Earnout  Period"),  Purchaser shall pay
                  to Seller,  net of advances  received for  quarters  occurring
                  during such fiscal year (or, as the case may be,  Seller shall
                  pay to  Purchaser  any amounts owed to Purchaser by Seller due
                  to  aggregate  advances  received  by  Seller in excess of the
                  amount  payable by Purchaser for such fiscal year),  an amount
                  (the  "Earnout  Payment")  equal  to 33.3  percent  of the net
                  income  before  taxes,   goodwill  amortization  and  interest
                  expense of Purchaser  for such fiscal year from the  operation
                  of  the  Madison,  Indiana  and  Carrollton,  Kentucky  branch
                  offices acquired by Purchaser  pursuant to this Agreement (and
                  any  additional   offices  included   pursuant  to  subsection
                  2.1.2(c)  below).  Within 45 days after the end of each fiscal
                  quarter of Purchaser during the Earnout Period Purchaser shall
                  advance  to  Seller,  as  refundable  advances  to be  applied
                  against  the  Earnout  Payment  that  will  be  owed  for  the
                  applicable  fiscal  year,  an amount  reasonably  estimated by
                  Purchaser  to be the  Earnout  Payment  amount  that  will  be
                  attributable  to such fiscal  quarter  based on the results of
                  Purchaser's operations during such quarter.

                                    (b)  Within  100 days  after  the end of the
                  period beginning November 1, 2001 and ending February 28, 2002
                  (the "Stub  Period"),  Purchaser shall pay to Seller an amount
                  equal to 33.3 percent of the net income before taxes, goodwill
                  amortization  and interest  expense of Purchaser for such Stub
                  Period  from  the  operation  of  the  Madison,   Indiana  and
                  Carrollton,  Kentucky  branch  offices  acquired by  Purchaser
                  pursuant  to  this  Agreement  (and  any  additional   offices
                  included pursuant to subsection 2.1.2(c) below).

                                    (c)  For  purposes  of this  Agreement,  the
                  "Earnout   Territory"   means  and  includes  the   geographic
                  territory  within a 10-mile radius of Seller's office location
                  in Madison,  Indiana,  and within a 10-mile radius of Seller's
                  office  location in Carrollton,  Kentucky.  Purchaser shall be
                  free to  open,  close  and  relocate  offices  in the  Earnout
                  Territory,  and to  transfer  business  and  accounts  between
                  offices in the Earnout  Territory,  without the  necessity  of
                  obtaining  Seller's  approval  or consent  to do so.  With one
                  exception  noted below,  the Earnout Payment payable to Seller
                  shall be based on, and shall  include  Purchaser's  operations
                  and income from,  all offices  maintained  by Purchaser in the
                  Earnout  Territory  during  the  Earnout  Period  or the  Stub
                  Period,  as  applicable.  The  exception  is that if Purchaser
                  acquires any  additional  offices in the Earnout  Territory by
                  acquiring an existing  office or offices  from another  party,
                  the operations and income of those additional offices will not
                  be included in the  calculation of the Earnout Payment payable
                  to  Seller.  Purchaser  contemplates  that it might  close the
                  Carrollton,  Kentucky office,  in which event the business and
                  accounts will be transferred to the Madison, Indiana office.

                                    (d) Purchaser may from time to time maintain
                  an office or offices outside the Earnout Territory that could,
                  logistically speaking,  provide service to customer facilities
                  within the Earnout  Territory as efficiently  (or perhaps more
                  efficiently) than an office located in the Earnout  Territory.
                  Conversely,   an  office  in  the  Earnout   Territory   might
                  potentially be an appropriate  office to provide  service to a
                  facility  outside the Earnout  Territory.  Purchaser agrees to
                  make all decisions as to which office should provide  services
                  to a particular  customer facility,  whether located within or
                  outside  the  Earnout  Territory,  in the  ordinary  course of
                  Purchaser's  day-to-day  business operations based on the same
                  factors that  Purchaser  applies to such  decisions  generally
                  with  respect to all of its offices.  Additionally,  Purchaser
                  agrees that it will not fill orders for employees at locations
                  within  the  Earnout  Territory  from  offices  maintained  by
                  Purchaser   outside  the  Earnout   Territory   if  an  office
                  maintained by Purchaser in the Earnout Territory has qualified
                  employees available to fill such orders.

                                    (e) The  Earnout  Payment  (and the  various
                  components  thereof)  shall be determined  in accordance  with
                  generally accepted accounting principles.

         Section  2.2.  Seller's  Right  to  Audit.  Seller  and its  designated
representatives  shall be  entitled,  at Seller's  own expense and upon  advance
written request at all reasonable times, to audit, examine,  inspect and/or copy
Purchaser's  relevant  books,  records and other data or information  (including
computer  records and data or information in electronic form) for the purpose of
confirming  and/or  disproving the accuracy of Purchaser's  determinations as to
the amounts  owed from time to time to Seller as an Earnout  Payment;  provided,
however, that none of such inspection and/or information need be permitted by or
provided to Seller until after the financial  information for the fiscal year or
other period involved has been made public by Personnel Management, Inc. ("PMI")
in a filing with the  Securities  and Exchange  Commission;  provided,  further,
Seller will treat all such information  furnished to Seller acquired as a result
of such inspection by Seller as  confidential  and agree not to disclose same to
any other person or persons except as required by law or pursuant to court order
or as  necessary  in the course of any  disagreement  with  Purchaser  as to the
amount of any Earnout Payment owed to Seller.

         Section 2.3.  Establishing  and  Resolving  Disagreements.  The Earnout
Payment  paid to Seller with  respect to any fiscal year of  Purchaser  shall be
conclusively  presumed to be the correct  amount payable unless either Seller or
Purchaser,  on or before the end of the next following fiscal year of Purchaser,
notifies  the other party in writing of its  disagreement  with  respect to such
amount  paid (a  "Notice  of  Disagreement").  The party  providing  a Notice of
Disagreement  shall  include  therein or  therewith  the amount  that such party
believes to be the correct  amount of the Earnout  Payment that should have been
paid to Seller for such fiscal year in question and copies of relevant documents
or other data or information  underlying and supporting such party's calculation
of the Earnout Payment amount.  Seller and Purchaser  mutually agree to exchange
information and discuss the differences in their respective  calculations of the
amount of the Earnout Payment in hopes that they may be able to resolve any such
disagreement as to the correct amount thereof on a mutually  agreeable basis. If
any such  disagreement  has not been resolved by mutual  agreement  prior to the
expiration  of sixty  (60) days after the Notice of  Disagreement  with  respect
thereto was received by the party to whom it was provided, either party shall be
entitled to request  arbitration  to resolve  such  disagreement  by providing a
written request for arbitration to the other party. Any such  arbitration  shall
be  conducted by and in  accordance  with the  applicable  rules of the American
Arbitration  Association unless the parties mutually agree otherwise in writing.
Each  party  shall  bear its own  costs and  expenses  in  connection  with such
arbitration  except  that the fees and  expenses  payable to the  arbitrator  or
arbitrators  and/or to the American  Arbitration  Association shall be allocated
and  payable by either or both of the  parties in such  manner and amount as the
arbitrator or arbitrators  shall determine under the  circumstances  considering
the positions of the parties and the outcome of the arbitration.


                                   ARTICLE III
                            Assumption of Liabilities

         Section 3.1. Assumed  Liabilities.  Purchaser hereby assumes and agrees
to pay, perform or discharge,  to the extent not theretofore paid,  performed or
discharged, (i) Seller's liabilities and obligations arising after the Effective
Time under those Purchased Contracts, if any, listed on Schedule 1.1.4, and (ii)
if Purchaser,  in its sole discretion and at its option, elects in writing after
the Closing (as  hereinafter  defined) to assume  liabilities  or obligations of
Seller under any  Purchased  Contracts  not listed on Schedule  1.1.4,  Seller's
liabilities  and  obligations  arising after the Effective  Time under each such
nonlisted  Purchased Contract that is expressly assumed in writing by Purchaser,
excluding  with  respect  to  clauses  (i) and (ii) any  liability  for  default
thereunder   occurring  prior  to  the  Effective  Time  and,  with  respect  to
liabilities  for rent and taxes,  excluding  any liability as to periods of time
prior to the Effective Time.

         Section  3.2.  Excluded  Liabilities.  Except  as  otherwise  expressly
provided in Section 3.1,  Purchaser  does not assume and shall not be liable for
any of the liabilities or obligations of Seller, including,  without limitation,
Seller's  liabilities  or  obligations  which  are  known or  unknown,  fixed or
contingent, now existing or hereafter arising (which liabilities and obligations
not  assumed  by  Purchaser  are  hereinafter   referred  to  as  the  "Excluded
Liabilities").


                                   ARTICLE IV
                           Closing and Effective Time

         Section 4.1.  Closing;  Closing Date;  Effective Time. The execution of
this  Agreement  and the taking of various  actions in  connection  therewith as
provided  herein  with  respect to the  transactions  contemplated  hereby  (the
"Closing")  shall take place at a mutually  agreeable  location  in the State of
Indiana on March 17, 1997 (the "Closing  Date").  As provided in the preamble to
this Agreement,  the transactions  contemplated  hereby shall be effective as of
12:01 a.m.  (Indianapolis  time) on March 17, 1997 (as previously  defined,  the
"Effective Time").

     Section 4.2. Closing Requirements.  Seller, the Garners and Purchaser shall
take the following actions ("Closing  Requirements") at or prior to the Closing:
4.2.1.  Seller shall take such actions and execute and deliver to Purchaser such
bills  of sale,  certificates  of  title,  endorsements,  assignments,  or other
instruments, with all documentary or transfer taxes applicable thereto duly paid
or provided  for, as shall be necessary  to vest in  Purchaser at the  Effective
Time good and  marketable  title to the Purchased  Assets,  subject to no liens,
encumbrances, claims, restrictions, security interests, obligations, liabilities
or rights in any other party whatsoever, except for the Assumed Liabilities.

                  4.2.2.  Seller  shall have  delivered to Purchaser a certified
         copy  (certified  by the  Secretary  of State of  Kentucky) of Seller's
         Articles  of  Incorporation,   including  all  amendments  thereto  and
         restatements thereof.

                  4.2.3.  Seller  shall have  delivered to Purchaser a certified
         copy  (certified  by the  Secretary  or other  appropriate  officer  of
         Seller) of  Seller's  Bylaws,  including  all  amendments  thereto  and
         restatements thereof.

                  4.2.4.  Seller shall have  delivered  to  Purchaser  certified
         copies  (certified  by the  Secretary or other  appropriate  officer of
         Seller) of resolutions  and/or consents setting forth the authorization
         and approval of the Board of Directors  and  shareholders  of Seller of
         the execution, delivery and performance of this Agreement and all other
         agreements,   documents   and   transactions   pertaining   hereto   or
         contemplated hereby.

                  4.2.5.   Seller  and  the  Garners  shall  have  executed  and
         delivered to Purchaser the Noncompetition and Confidentiality Agreement
         (as hereinafter defined and in the form of Exhibit A hereto).

                  4.2.6.  Seller shall have delivered to Purchaser a certificate
         of the Secretary of Seller  certifying as to the incumbency of officers
         and Directors of Seller, dated the date hereof.

                  4.2.7.  Seller shall have delivered to Purchaser  certificates
         of public  officials  as of a current  date  evidencing  the  corporate
         existence of and compliance  with all reporting  requirements by Seller
         in the state of its  incorporation  and its  qualification as a foreign
         corporation to conduct  business in and  compliance  with all reporting
         requirements of each other state in which Seller maintains an office or
         conducts business.

                  4.2.8.  Purchaser  shall have  delivered  to Seller  certified
         copies (certified by the Secretary or other appropriate  officer of PMI
         Administration,  Inc.,  the  sole  general  partner  of  Purchaser)  of
         resolutions   and/or  consents  setting  forth  the  authorization  and
         approval of the Board of  Directors  of PMI  Administration,  Inc.,  as
         general   partner  of  Purchaser,   of  the  execution,   delivery  and
         performance of this Agreement and all other  agreements,  documents and
         transactions pertaining hereto or contemplated hereby.


                                    ARTICLE V
             Other Actions, Agreements and Covenants of the Parties

         Purchaser, the Garners and Seller covenant and agree as follows:

     Section 5.1.  Assignment of Contracts.  Seller hereby transfers and assigns
to Purchaser all of Seller's rights and benefits under the Purchased Contracts.

         Section 5.2.  Delivery of Property  Received After Effective Time. From
and after the Effective  Time (i) Seller  agrees that it will promptly  transfer
and deliver to Purchaser any cash or other property that Seller may receive from
time to time after the Effective Time relating to the Purchased Assets, and (ii)
Purchaser  agrees that it will  transfer and deliver to Seller any cash or other
property that  Purchaser may receive from time to time after the Effective  Time
relating to the Excluded Assets.

         Section 5.3.  Purchaser  Appointed  Attorney for Seller.  Seller agrees
that,  effective as of the Effective  Time, it hereby  constitutes  and appoints
Purchaser,   its  successors  and  assigns,   the  true  and  lawful  agent  and
attorney-in-fact  of Seller in the name of  Purchaser  or in the name of Seller,
but for the benefit and at the expense of Purchaser, its successors and assigns,
(i) to institute and prosecute all  proceedings  which Purchaser may deem proper
in order to collect,  assert or enforce any claim,  right,  title or interest of
any kind in or to the Purchased Assets; (ii) to defend or compromise any and all
actions,  suits or proceedings in respect of any of the Purchased Assets, and to
do all such acts and things in relation thereto as Purchaser,  its successors or
assigns, shall deem advisable; and (iii) to take all action which Purchaser, its
successors or assigns,  may reasonably deem  appropriate in order to provide for
Purchaser,  its  successors  or  assigns,  the  benefits  of or under any of the
Purchased  Assets  where any  required  consent of another  party to the sale or
assignment  thereof to Purchaser  pursuant to this Agreement shall not have been
obtained.  If  Purchaser,  in the  name of  Seller,  desires  to  institute  and
prosecute any action,  suit or proceeding,  or take any other action pursuant to
this Section 5.3,  Purchaser  shall give Seller 10 days' prior  written  notice.
Seller  acknowledges  that the  foregoing  powers and agency are coupled with an
interest and shall be irrevocable. Purchaser shall be entitled to retain for its
own account any amounts  collected  pursuant to the foregoing  powers and agency
which is attributable to its interest  hereunder,  including any amounts payable
as interest in respect thereof.

         Section 5.4.  Execution  of Further  Documents;  Financial  Statements.
After the Closing,  upon the reasonable request of Purchaser,  Seller shall take
such  additional  actions and execute,  acknowledge and deliver all such further
documents  and  instruments,   including  without   limitation  bills  of  sale,
assignments,  transfers,  conveyances, powers of attorney and assurances, as may
be  required  to  convey  and  transfer  to and vest in  Purchaser  and  protect
Purchaser's  right,  title and interest in and to all of the Purchased Assets or
as may be appropriate  otherwise to carry out the  transactions  contemplated by
this  Agreement.  Promptly  after  Closing  (or at such  later  date as shall be
acceptable to Purchaser if uncertainty exists as to whether Purchaser will waive
this  requirement  in whole or in part),  Seller shall  provide  Purchaser  with
independently  audited  financial  statements  of  Seller  for the  years  ended
December 31, 1995 and December 31, 1996,  prepared in accordance  with generally
accepted  accounting  principles  consistently  applied  and  reported  on by an
independent  certified  public  accountant  employed by Seller and acceptable to
Purchaser (this requirement for audited  financial  statements will be waived by
Purchaser  in  whole  or in  part  if  Purchaser's  limited  partner,  Personnel
Management, Inc., is not required to have audited financial statements of Seller
for its financial accounting and reporting purposes).

         Section 5.5. Employment by Purchaser of Seller's  Employees.  Purchaser
intends to hire all of Seller's  existing  employees  except Donald W. Garner (a
total of four employees to be hired by Purchaser) as new hires, and Seller shall
use  its  reasonable  efforts  to aid  Purchaser  in  engaging  such  employees.
Purchaser  agrees not to discharge any of those four employees  effective during
the ninety day period following the date of this Agreement.

         Section  5.6.   Noncompetition  and   Confidentiality   Agreement.   As
additional  consideration for Purchaser's agreement to buy the Purchased Assets,
Seller and the Garners shall each execute and deliver to Purchaser at Closing an
agreement not to compete with Purchaser for a term of five years,  commencing at
the Effective Time,  substantially in the form attached hereto as Exhibit A (the
"Noncompetition and Confidentiality Agreement").

         Section  5.7.  IRS Form  8594.  Seller  and  Purchaser  agree  that the
Purchase Price shall be allocated as set forth in Schedule 5.7 hereto,  and that
neither  party will report an  allocation  inconsistent  therewith  on Form 8594
subsequently filed with the Internal Revenue Service.

         Section 5.8. COBRA and Other Compliance.  Seller will honor all rights,
if any, of employees or former  employees of Seller not being hired by Purchaser
to continuation  under Seller's health coverage under the  Consolidated  Omnibus
Budget Reconciliation Act of 1985 ("COBRA").  Seller will comply in all material
respects with all laws and  regulations  which are applicable to Seller relating
to any of Seller's employees.

         Section 5.9. Rental of Carrollton  Office.  The Garners hereby agree to
rent to Purchaser the office space currently rented by Seller at 131 6th Street,
Carrollton,  Kentucky, on a month-to-month rental basis through May 31, 1997, at
a rent of $500 per month payable in advance on the 1st day of each month (with a
prorata rent amount  being  payable at the Closing for the month of March 1997).
The Garners  will pay all  utilities  except  long  distance  telephone  charges
incurred by Purchaser, which shall be paid by Purchaser. Purchaser shall have no
responsibility for maintenance or repairs of the rented premises.  Purchaser may
terminate  such tenancy as of the end of any month by oral or written  notice to
the Garners.  The Garners and  Purchaser  agree to negotiate in good faith as to
the rental terms  applicable  after May 31, 1997,  if Purchaser  intends for its
occupancy to extend beyond that date.


                                   ARTICLE VI
            Representations and Warranties by Seller and the Garners

         In order to  induce  Purchaser  to enter  into  this  Agreement  and to
consummate the transactions contemplated hereunder,  Seller and the Garners make
the following  representations,  warranties,  covenants and agreements,  each of
which shall be deemed to be independently  material and relied upon by Purchaser
regardless of any investigation made or information obtained by Purchaser:

         Section 6.1.  Corporate  Existence and  Qualification.  Seller (i) is a
corporation   duly  organized  and  validly  existing  under  the  laws  of  the
Commonwealth of Kentucky,  (ii) has all requisite  corporate power and authority
to own its properties and to carry on its business as it is now being conducted;
and (iii) is not  required to be  qualified  to  transact  business as a foreign
corporation in any jurisdictions except Indiana.  Copies of Seller's Articles of
Incorporation,  including all amendments thereto,  certified by the Secretary of
State of Seller's state of  incorporation,  and Seller's  Bylaws,  including all
amendments thereto, certified by the Secretary of Seller, have been delivered to
Purchaser, and such copies are true, complete and correct in every particular.

     Section 6.2.  Subsidiaries  and Affiliates.  Seller has no subsidiaries and
has no investment of any kind in any other corporation,  joint venture,  limited
liability company, partnership or other entity.

         Section 6.3. Financial Statements.  Attached hereto as Schedule 6.3 are
Statements of Assets,  Liabilities  and Equity -- Income Tax Basis for Seller at
December 31, 1996 and at December 31, 1995 and related  Statements of Revenues &
Expenses -- Income Tax Basis All  Departments  for Seller for each of its fiscal
years  then  ended  (which  balance  sheets  and  income  statements  are herein
collectively  referred  to as the  "Seller  Financial  Statements").  The Seller
Financial  Statements  (i)  are  complete,  true  and  correct  in all  material
respects,  (ii)  have  been  prepared  in  accordance  with the cash  method  of
accounting and sound  accounting  principles  applied on a basis consistent with
prior periods,  and (iii) present fairly the financial position of Seller at the
dates  indicated  and the  results  of  operations  of  Seller  for the  periods
indicated.  Whenever references are made throughout this Agreement to the Seller
Financial Statements,  it will be understood that all notes and exhibits thereto
are included therein.

         Section 6.4. Events  Subsequent to Latest Seller Financial  Statements.
Since December 31, 1996:  there have been no adverse changes in the condition of
the assets,  liabilities,  business,  operations,  prospects  or  properties  of
Seller,  or in the  financial  condition  or  earnings of Seller as shown in the
Seller  Financial  Statements,  other  than  changes in the  ordinary  course of
business of Seller which,  individually  or in the aggregate,  are not material;
Seller  has not  entered  into any  material  transaction  not in the  usual and
ordinary  course of its business;  and Seller's  assets,  business,  operations,
prospects or properties have not been adversely  affected in any material way as
a result of any fire, accident or other casualty or by any act of God.
Without limiting the generality of the foregoing, since December 31, 1996:

                  6.4.1.  Seller  has not done (or failed to do, as the case may
be) any of the following:

          (i) sold,  assigned,  transferred or otherwise disposed of, or removed
     or permitted to be removed from any Real Estate (as hereinafter defined) or
     any building or structure thereon,  any assets of Seller or any assets used
     or useful in its business or operations of the type that, but for such sale
     or other event described above, would have been includable in the Purchased
     Assets;

          (ii) waived or  cancelled  any rights of value or  amended,  modified,
     altered,  terminated,  cancelled  or  allowed  to  expire  (to  the  extent
     renewable) any lease, contract, agreement or understanding;

          (iii) made, accrued or become liable for any bonus,  profit sharing or
     incentive  payment or,  directly  or  indirectly,  increased  or granted an
     increase in the rate of  compensation  or any benefit  payable or to become
     payable by Seller to its employees, except for those payments,  liabilities
     or increases made, incurred or payable in the ordinary course of business;

          (iv) taken or permitted any act or omission  constituting  a breach or
     default under any contract, indenture,  agreement or understanding by which
     Seller or its properties is or was bound;

          (v)  failed to use  reasonable  efforts or to act in good faith (a) to
     preserve  the assets and  business  of Seller,  (b) to keep  available  the
     services of Seller's present employees, agents and representatives,  (c) to
     preserve  the  goodwill of Seller's  customers,  suppliers,  and all others
     having business with Seller,  (d) to conduct and operate Seller's business,
     and maintain Seller's books, accounts and records, in the customary manner,
     in a prudent and normal fashion, and in the ordinary course of business, or
     (e) to maintain the Purchased  Assets in the same  condition as such assets
     were in as of December 31, 1996 and preserve Seller's physical  properties,
     business  premises,  fixtures,  furniture and equipment,  ordinary wear and
     tear excepted;

          (vi)  made any  material  changes  in the  scope or  nature  of any of
     Seller's  business  activities  or engaged,  directly or  indirectly,  in a
     business substantially different from Seller's business on the date hereof;

          (vii) made any disclosure  regarding the transactions  contemplated by
     this Agreement without the prior approval of Purchaser;

          (viii) failed to maintain in effect (a) sufficient insurance to insure
     the  Purchased  Assets to their full  insurable  value,  and (b)  liability
     insurance  prudent and  appropriate  for  entities  of the size,  scope and
     nature of Seller's business; or

          (ix) failed to duly  comply in all  material  respects  with all laws,
     regulations, permits, permissions or authorizations which are applicable to
     Seller or to the conduct of Seller's business.

                  6.4.2.  Seller has conducted its business and kept its records
         in a manner  consistent  with its  practices at the time and during the
         periods reflected in the Seller Financial  Statements  without material
         change  of  practices,   policies  or  procedures,   including  without
         limitation  practices  in  connection  with the  treatment of expenses,
         receivables and reserves in respect thereof, and selling and purchasing
         policies.

         Section 6.5. Undisclosed Liabilities. Except as reflected on the Seller
Financial Statements, Seller has no liabilities or obligations, whether accrued,
absolute, contingent or otherwise, and whether due or to become due, and whether
known or  unknown,  and there is no basis for any claim  against  Seller for any
such liabilities or obligations,  except liabilities or obligations  incurred in
the ordinary course of business of Seller since December 31, 1996, including the
Assumed Liabilities,  none of which individually or in the aggregate will have a
material  adverse effect upon the Purchased Assets or the business or condition,
financial or otherwise, of Seller.

         Section  6.6.  Tax  Returns.  Seller  has  filed  with the  appropriate
agencies all tax returns and tax reports  required by law to be filed by or with
respect to Seller and has paid all taxes due, specifically including all returns
and taxes with respect to employment  matters,  and (i) no audit of any federal,
state,  county or municipal  returns or other tax returns  filed by Seller is in
progress or pending or  threatened,  (ii) there are no unpaid taxes which are or
will  become  a lien or  charge  on any of the  Purchased  Assets  or for  which
Purchaser  may  be  liable  and  there  are  no  known  or  proposed  deficiency
assessments  in respect of any Federal,  State,  county,  municipal or other tax
return  filed by Seller which might  adversely  affect the  Purchased  Assets or
Seller's  business or for which Purchaser may be liable;  and (iii) there are no
taxes,  penalties or interest assessed against, due and/or unpaid by Seller with
respect to the Purchased Assets or Seller's business.

         Section 6.7.  Real Property.

                  6.7.1.  Set forth in Schedule 6.7.1 is a list of the addresses
         of each parcel of real property leased or otherwise used by Seller (the
         "Real Estate").  Seller rents the space for Seller's office in Madison,
         Indiana,  from Winnie  Smith,  and the Garners  own, and Seller rents a
         portion thereof from the Garners, the property in which Seller's office
         in  Carrollton,  Kentucky,  is located.  In each case Seller  rents its
         office space on a month-to-month  oral rental  agreement,  the terms of
         which are  described  on Schedule 6.7  (collectively,  the "Real Estate
         Leases").

                  6.7.2. All Real Estate Leases are in full force and effect and
         there exists  thereunder  no event of default or event which,  with the
         giving of notice or passage of time or both,  would constitute an event
         of default by any party thereto,  and all of the Real Estate Leases are
         assignable  to  Purchaser  hereunder,   and  Seller  has  obtained  any
         necessary  consents to such  assignment.  There are no delinquencies or
         alleged delinquencies in the payment of rents or other amounts owed any
         landlords under any of the Real Estate Leases.

                  6.7.3. To the best of Seller's  knowledge all of the buildings
         and  improvements  on the  property  covered by the Real Estate  Leases
         comply  with  any  federal,   state  and  local  laws,  ordinances  and
         regulations and insurance requirements applicable to said buildings and
         improvements.

         Section 6.8. Personal Property - Owned.  Seller has good and marketable
title to all  personal  property  reflected on the Seller  Financial  Statements
(except any sold since the date  thereof in the  ordinary  course of  business),
free and clear of all mortgages,  liens,  security interests,  charges,  claims,
restrictions  and  other  encumbrances  of every  kind.  The  personal  property
utilized  in  Seller's  business  is  owned by  Seller  and may be used for such
purposes without conflict with the rights of others.

         Section  6.9.  Personal  Property  - Leased.  Seller has  disclosed  in
Schedule  1.1.4 all leases  under which Seller  leases  personal  property  from
others. Seller has furnished Purchaser with a true and complete copy of all such
leases.  The property  described  in such leases is presently  used by Seller as
lessee  under the terms of such  leases  and such  leases  are in full force and
effect, and no defaults exist under such leases and there exists no event which,
with the giving of notice or passage of time or both, would constitute a default
under such leases. All of such leases are assignable to Purchaser hereunder, and
Seller shall obtain all necessary consents to such assignment.

         Section 6.10.  Use and Condition of Property; Environmental Concerns.

                  6.10.1.  There are and have been no  violations  by Seller of,
         and  Seller  has not  received  notice of any  violation  of,  any law,
         statute,   ordinance,   regulation,   order,  rule,   judgment,   writ,
         injunction,  decree, permit, registration or other requirement relating
         or applicable to the Real Estate or any of Seller's  property,  assets,
         business or  operations  or the  Purchased  Assets,  including  without
         limitation  violations  relating to pollution  control or environmental
         contamination.  To the best of Seller's  knowledge there are no orders,
         rulings, decrees, injunctions, judgments or writs of any federal, state
         or local  government or of any court,  department,  commission,  board,
         bureau,  agency  or  other  instrumentality  thereof  known  to  Seller
         outstanding  against,  or  relating  or  applicable  to,  Seller or its
         properties, business or operations or the Real Estate.

                  6.10.2.  There  are no  facts  or  circumstances  that  Seller
         reasonably believes could form the basis for the assertion of any claim
         against  Seller in respect of the business,  operations,  activities or
         properties  of  Seller or the Real  Estate  relating  to  environmental
         matters.

                  6.10.3. There are no environmental  operating or other similar
         environmental  permits or authorizations  required for the operation of
         Seller's business or the Purchased Assets.

     Section 6.11.  Restrictive  Covenants.  Except for the  Noncompetition  and
Confidentiality  Agreement,  neither  the  Garners  nor Seller is subject to any
agreements not to compete or similar restrictive covenants.

         Section  6.12.  Intellectual  Property  Rights.  There are no  patents,
patent   applications,   inventions,   discoveries,   trade   secrets  or  other
intellectual property relating to or used in the business of Seller developed by
the Garners or any of the other  employees of Seller or any other party to which
Seller  has or may have a right of  ownership  or a right of use which  have not
been assigned to Seller.

         Section 6.13. Necessary Property. The Purchased Assets and the Excluded
Assets  constitute  all  of  the  property  necessary  for  the  conduct  of the
operations  and  business  of Seller in the manner  and to the extent  conducted
during all periods reflected in the Seller Financial Statements.

         Section 6.14. No Breach, Default or Violation. Seller is not in default
under or in breach or violation of the  provisions  of any franchise or license,
any provision of its Articles of Incorporation  or Bylaws,  any promissory note,
indenture or any evidence of  indebtedness or security  therefor,  or any lease,
contract,  purchase or other  commitment  or any other  agreement by which it is
bound,  which  individually or in the aggregate may result in a material adverse
effect on its business or condition,  financial or  otherwise,  or the Purchased
Assets.

         Section 6.15. Litigation and Claims. There is no action, suit, legal or
administrative  proceeding,  arbitration,  investigation  or other proceeding or
claim  pending  or, to the best  knowledge  of  Seller,  threatened,  against or
affecting  Seller,  and Seller is not a party  plaintiff  in any  action,  suit,
arbitration or proceeding.  No  unsatisfied  judgment,  order or decree has been
entered and remains in effect as to Seller.

         Section  6.16.  Material  Contracts.  Except as set  forth on  Schedule
1.1.4,  there are no  material  contracts,  agreements,  commitments,  licenses,
permits, plans,  instruments and binding arrangements to which Seller is subject
or by which Seller is bound,  oral or written,  expressed or implied,  including
without limitation all agreements and instruments relating to purchase orders or
commitments, supply or requirements contracts, employment agreements, agreements
with sales agents or representatives,  and franchise or license agreements.  For
the purposes of this Section  6.16,  "material"  shall not include any contract,
agreement or commitment which (i) does not involve future  commitments in excess
of $10,000 as to any single  contract or $50,000 in the aggregate as to all such
contracts or (ii) may be  terminated  without  premium or penalty on 30 days' or
less notice.

         Section 6.17. Validity of Purchased Contracts.  Each Purchased Contract
may be assigned to Purchaser without any restriction,  required consent or other
approval (except for such consents or approvals that Seller has obtained), is in
full force and effect and constitutes the valid,  legal and binding  obligations
of Seller and the other parties  thereto,  enforceable  in  accordance  with its
terms except that (i) such enforcement may be subject to bankruptcy, insolvency,
reorganization,  moratorium or similar laws now or hereafter in effect  relating
to creditors' rights, and (ii) the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to equitable  defenses and to
the discretion of the court before which any proceeding therefor may be brought;
Seller is not in  default  and to the best  knowledge  of Seller no other  party
thereto is in default (and no event has  occurred  which with notice or lapse of
time or both would  become a default)  or has an  accrued  right of  termination
thereunder;  and no such contract requiring the purchase by Seller of equipment,
furniture, fixtures, operating supplies or other properties or services is for a
quantity in excess of the normal requirements of Seller's business or at a price
in excess of the generally prevailing price for the item to be purchased.

     Section  6.18.  Powers  of  Attorney.  There are no  outstanding  powers of
attorney  granted by Seller with  respect to its business or  operations  or the
Purchased Assets.

     Section 6.19. Insurance. Schedule 6.19 is a true, correct and complete list
of all fire, theft,  casualty,  liability and other insurance  policies insuring
Seller  and  all  insurance  policies  maintained  for  any  of  its  employees,
specifying  the type of  coverage,  the amount of  coverage,  the  premium,  the
insurer and the  expiration  date of each such policy.  Seller is not in default
with respect to any provisions of any such policy, nor has Seller failed to give
any material notice or present any material claim known to Seller under any such
policy in due and timely fashion.

     Section 6.20. Employment Matters; Employee Benefit Plans; ERISA Compliance.

                  6.20.1.  None of the employees of Seller is employed  pursuant
         to a written  agreement  and all such  employees  may be  terminated at
         will. The hours worked by, payments made to and the working  conditions
         of the employees of Seller have not been in violation of the Fair Labor
         Standards  Act or any other  applicable  federal,  state or local laws,
         orders or regulations  relating to the payment of wages,  conditions of
         employment,  the employment of minors or similar matters; the practices
         of Seller in  respect to the  hiring,  working  conditions,  promotion,
         discharge,  discipline  and rates of pay of its employees have not been
         in violation of any federal,  state or local laws,  executive orders or
         regulations,   including   but  not   limited   to  those   prohibiting
         discrimination for any reason; and there are not as of the date of this
         Agreement  and  there  will not be as of the  Closing  Date  any  labor
         troubles of any kind or nature pending or threatened against Seller.

                  6.20.2.  Schedule  6.20  contains  a list of all  current  and
         former employee benefit plans and practices maintained by Seller within
         the past five years (whether funded or unfunded,  insured or uninsured)
         that  provide   retirement,   disability,   health  or  other  benefits
         (collectively, all such plans and practices are the "Plans"), including
         all such Plans that are either an "employee pension benefit plan" or an
         "employee  welfare  benefit  plan" as such  terms  are  defined  in the
         Employee  Retirement  Income  Security Act of 1974  (together  with all
         regulations  of  the  Internal  Revenue  Service,   the  United  States
         Department  of  Labor  and the  Pension  Benefit  Guaranty  Corporation
         thereunder,  "ERISA"), along with a notation thereon of "current" as to
         all  such  Plans  currently  maintained  by  Seller  and  the  date  of
         termination thereof as to all Plans that have been terminated.

                  6.20.3.  In connection  with the  administration  of the Plans
         (and each of them)  Seller has (i) timely  filed all  reports and other
         documents  that Seller was  required by ERISA to file with the Internal
         Revenue Service,  the United States  Department of Labor or the Pension
         Benefit  Guaranty  Corporation,  (ii)  timely  furnished  to  all  plan
         participants  and  beneficiaries  all reports and documents that Seller
         was  required  by ERISA to furnish to them,  and (iii)  complied in all
         other  respects with ERISA and other  applicable  law and  regulations.
         Seller has not been  notified or accused of any  violation  of ERISA or
         other  applicable  law or regulation  with respect to any of the Plans,
         and Seller has no  liability  with  respect to any of the Plans for any
         funding deficiency,  excise or other taxes, penalties,  fines, interest
         or other expense or damages of any kind whatsoever.

         Section  6.21.  Guaranties.  There are no contracts or  commitments  by
Seller guaranteeing the payment or performance by persons or entities other than
Seller or  whereby,  except for the  endorsement  of checks in the  regular  and
ordinary  course of its  business,  Seller in any way is or will be liable  with
respect to  obligations  of any other  person or entity,  and no other person or
entity has guaranteed or otherwise  become  contingently  liable with respect to
any indebtedness or obligations of Seller.

         Section  6.22.  Compliance  with  Laws;  Licenses.   The  business  and
operations of Seller are and have been in  compliance  in all material  respects
with all applicable laws,  rules and regulations of all authorities,  and Seller
has obtained all licenses,  permits, bonds, insurance and the like and have made
all  registrations  which are required for such  compliance.  Attached hereto as
Schedule  6.22 is a list of each state in which Seller is licensed or registered
to conduct  business as an  employment  agency,  an employee  leasing  agency or
similar business agency,  and attached to such list is a copy of each license or
registration listed.

         Section 6.23. Authorization of Agreement.  The execution,  delivery and
performance  of this Agreement by Seller and the  consummation  by Seller of the
transactions  contemplated  hereby have been duly and effectively  authorized by
all requisite corporate and other action and this Agreement constitutes a legal,
valid and binding obligation of Seller, enforceable against Seller in accordance
with  its  terms,   except  as  may  be  affected  by  bankruptcy,   insolvency,
reorganization,  moratorium or similar laws relating to or affecting  creditors'
rights generally or by equitable principles. Neither the execution,  performance
or  delivery  of  this  Agreement  nor  the  consummation  of  the  transactions
contemplated hereby will (i) violate, conflict with, or constitute a default (or
an event  which,  with  notice  or lapse of time or  both,  would  constitute  a
default) under, or result in the creation of a lien or encumbrance on any of the
Purchased Assets pursuant to any of the terms, conditions,  or provisions of the
Articles  of  Incorporation  or Bylaws of  Seller or any note,  bond,  mortgage,
indenture, deed of trust, license,  agreement, or other instrument or obligation
to  which  Seller  is a party  or is  bound,  or (ii)  violate  any  law,  rule,
regulation,  order,  writ,  injunction,  decree  or  statute  applicable  to the
business or operations of Seller or the Purchased Assets.

         Section 6.24. All Material  Information.  No representation or warranty
made by Seller in this  Agreement  or any  Schedule  delivered  pursuant to this
Agreement  (or any  statement  made to  Purchaser  by or on  behalf of Seller in
connection with the  transactions  contemplated by this Agreement)  contains any
untrue  statement  of a  material  fact or  omits  to state  any  material  fact
necessary to make such  representation,  warranty or statement,  in light of the
circumstances when made, not misleading. Seller has no knowledge of any existing
or  threatened  occurrence,  event  or  development  which,  as  far  as  can be
reasonably  foreseen on the basis of information  currently available to Seller,
has or would have a  material  adverse  effect  upon the  business,  operations,
prospects,  property,  assets or financial  condition of Seller or the Purchased
Assets.

         Section 6.25. Material Adverse Contracts.  Seller is not a party to any
contract,  agreement  or  arrangement,  oral or  written,  express  or  implied,
whatsoever which could  materially  adversely affect the use or operation of the
Purchased  Assets by Purchaser or which could  materially  adversely  affect the
value or prevent or hinder the sale of the Purchased Assets.

         Section 6.26. Copies of Documents. True, correct and complete copies of
the leases,  contracts and all other documents contained,  listed or referred to
in this  Agreement or in the Schedules to this  Agreement have been delivered to
Purchaser prior to the execution of this Agreement.

         Section  6.27.  Shareholders.  The  persons  listed  in  Schedule  6.27
constitute  all of the  beneficial  and record  holders of all of the issued and
outstanding  shares of capital stock of Seller,  each owning that  percentage of
shares  listed  in  Schedule  6.27  free  and  clear of any  options,  warrants,
restrictions,  pledges, liens, encumbrances,  claims,  restrictions and security
interests.

         Section 6.28.  Consents of Third  Parties.  All  necessary  consents or
approvals  of third  parties to the  transfer and  assignment  of the  Purchased
Assets, the absence of which would adversely affect Purchaser's rights hereunder
or its  utilization  of the  Purchased  Assets  or the  conduct  of the  related
businesses,   have  been  obtained  (and  shown  by  evidence   satisfactory  to
Purchaser),  including without limitation the consents and approvals referred to
in this Agreement.

         Section  6.29.  Other  Approvals.  All necessary  consents,  approvals,
authorizations  or other official actions of all governmental  authorities,  the
absence of which would materially affect  Purchaser's rights hereunder or to the
utilization  of the Purchased  Assets or conduct of the related  business,  have
been duly and validly  issued or granted and the period for  objection,  stay or
imposition of any other  impediment to the transactions  contemplated  hereby by
any such governmental authority has expired.

         Section 6.30. Customer  Relations.  Seller has no actual knowledge that
any person or  organization  that has been a material  customer of Seller during
all or any  portion of the period of time  encompassed  by the Seller  Financial
Statements  intends  or is likely  not to be a material  customer  of  Purchaser
within the twelve month period  following the Effective  Time, and Seller has no
knowledge of any facts, circumstances or conditions (other than general economic
conditions applicable generally to Seller's customers) that, either individually
or in the  aggregate,  would cause a reasonable  person to believe that any such
material customer of Seller will not, or likely will not, be a material customer
of Purchaser during the twelve month period following the Effective Time.


                                   ARTICLE VII
                   Representations and Warranties by Purchaser

         In order to induce Seller to enter into this  Agreement and  consummate
the  transactions   contemplated   hereunder,   Purchaser  makes  the  following
representations,  warranties,  covenants and agreements,  each of which shall be
deemed to be independently material and relied upon by Seller, regardless of any
investigation made or information obtained by Seller:

         Section 7.1. Valid Existence and Qualification of Purchaser.  Purchaser
is a limited  partnership  duly organized and validly existing under the laws of
the State of Indiana, has been admitted to transact business in the Commonwealth
of Kentucky as a foreign limited partnership,  and has all requisite partnership
power and authority to acquire and own the  Purchased  Assets,  to assume,  pay,
perform and discharge the Assumed  Liabilities,  and to perform its  obligations
under this Agreement.

         Section 7.2.  Authorization  of Agreement by Purchaser.  The execution,
delivery and performance of this Agreement by Purchaser and the  consummation by
Purchaser of the  transactions  contemplated  hereby have been authorized by all
requisite  partnership and other action and this Agreement  constitutes a legal,
valid and binding  obligation of  Purchaser,  enforceable  against  Purchaser in
accordance with its terms, except as may be affected by bankruptcy,  insolvency,
reorganization,  moratorium or similar laws relating to or affecting  creditors'
rights generally or by equitable principles. Neither the execution,  performance
or  delivery  of  this  Agreement  nor  the  consummation  of  the  transactions
contemplated hereby will (i) violate, conflict with, or constitute a default (or
an event  which,  with  notice  or lapse of time or  both,  would  constitute  a
default) under, any of the terms,  conditions,  or provisions of the Partnership
Agreement of Purchaser or any note, bond,  mortgage,  indenture,  deed of trust,
license,  agreement,  or other  instrument or obligation to which Purchaser is a
party or is bound,  or (ii)  violate any law,  rule,  regulation,  order,  writ,
injunction, decree or statute applicable to Purchaser.


                                  ARTICLE VIII
                                 Indemnification

         Section 8.1.  Indemnification by Seller and the Garners. Seller and the
Garners each hereby covenant and agree to indemnify Purchaser and its successors
and assigns against and hold them harmless from any and all liabilities, losses,
deficiencies,  damages,  expenses  and  costs  (including,  without  limitation,
reasonable  counsel fees and costs and expenses  incurred in the  investigation,
defense or  settlement  of any claims  covered by this  indemnity or incurred in
connection  with  successfully  asserting,   proving  and  collecting  indemnity
payments  pursuant to this Article  VIII with  respect to matters not  involving
defense of third-party  claims) accruing from or arising at any time as a result
of or out of:

                  8.1.1. Any inaccuracies in or breaches of the representations,
         warranties, covenants, obligations or agreements made or to be complied
         with or performed by the Garners or Seller  pursuant to this  Agreement
         or in any agreement,  schedule,  certificate or instrument delivered by
         or on  behalf  of the  Garners  or Seller  pursuant  hereto,  including
         without limitation the Noncompetition and Confidentiality Agreements;

               8.1.2. Any and all of Seller's liabilities other than the Assumed
          Liabilities;

               8.1.3.  Any claims for  brokerage  commissions  or  placement  or
          finders' fees in connection with the transactions contemplated by this
          Agreement  insofar  as such  claims  shall be  alleged  to be based on
          arrangements made by or on behalf of Seller; and

                  8.1.4. Any operations or business conducted,  commitment made,
         service  rendered or condition  existing or any action taken or omitted
         by or on behalf of Seller on or prior to the Effective Time, except for
         liabilities  expressly  assumed by  Purchaser  pursuant  to Section 3.1
         hereof.

         Section 8.2.  Indemnification  by Purchaser.  Purchaser shall indemnify
Seller and its  successors  and assigns  against and hold them harmless from any
and  all  liabilities,   losses,  deficiencies,   damages,  expenses  and  costs
(including,  without limitation,  reasonable counsel fees and costs and expenses
incurred in the  investigation,  defense or settlement of any claims  covered by
this indemnity or incurred in connection with  successfully  asserting,  proving
and collecting  indemnity payments pursuant to this Article VIII with respect to
matters not involving defense of third-party claims) accruing from or arising at
any time as a result of or out of:

               8.2.1.  Any claims for  brokerage  commissions  or  placement  or
          finders' fees in connection with the transactions contemplated by this
          Agreement  insofar  as such  claims  shall be  alleged  to be based on
          arrangements made by or on behalf of Purchaser;

               8.2.2. Any failure of Purchaser to pay,  discharge or perform the
          Assumed Liabilities;

               8.2.3. Any liabilities asserted by any third party arising out of
          any act or  failure  to act by  Purchaser  after the  Effective  Time,
          except  Excluded  Liabilities  and  liabilities  as to which Seller is
          obligated to indemnify Purchaser pursuant to Section 8.1; and

               8.2.4.  Any  inaccuracies in or breaches of the  representations,
          warranties,  covenants,  obligations  or  agreements  made  or  to  be
          complied with or performed by Purchaser pursuant to this Agreement.

         Section 8.3.  Survival of Covenants,  Representations  and  Warranties.
Each of the covenants, representations and warranties contained herein or in any
agreement,  schedule,  certificate or instrument delivered pursuant hereto shall
survive the Closing and remain in full force and effect indefinitely, regardless
of any investigation made by or on behalf of any party hereto.

         Section 8.4.  Payment and Settlement of Amounts Due.

                  8.4.1.  Any amount due to  Purchaser  from  Seller  and/or the
         Garners pursuant to any of the provisions of this Article VIII shall be
         paid to Purchaser by Seller and/or the Garners within 10 days of demand
         therefor. If such amounts are not paid to Purchaser when due, Purchaser
         shall be  entitled,  in addition to all other  available  remedies,  to
         offset  such  amounts  against  amounts  otherwise  payable  to  Seller
         pursuant to Section 2.1.

                  8.4.2. Any amount due to Seller from Purchaser pursuant to any
         of the  provisions  of this  Article  VIII  shall be paid to  Seller by
         Purchaser within 10 days of demand therefor.

                  8.4.3.   Any  amounts  not  paid  when  due  pursuant  to  the
         provisions  of this  Section 8.4 shall bear  interest  from the date of
         demand at the rate of 15 percent per annum.


                                   ARTICLE IX
                   Change of Names; Use of Names by Purchaser

         If  requested  to do so by  Purchaser  at any time  after the  Closing,
Seller shall  change its current  corporate  name to a name other than,  and not
similar to, its current  name and shall file  appropriate  documents  reflecting
such name change in Kentucky and in each state where qualified to do business as
a foreign  corporation.  Seller  shall  coordinate  any such name change and the
filings in  connection  therewith  with  Purchaser  and its  counsel in order to
ensure that  Purchaser  obtains all rights to the name in all  jurisdictions  in
which Seller has used such name.  From and after the  Effective  Time  Purchaser
shall have full right, power and authority to use, and Seller hereby consents to
the use by Purchaser or Purchaser's  designee of, the current  corporate name of
Seller and any abbreviations or combinations  thereof,  all past corporate names
of Seller and other names used or previously used by Seller or its  predecessors
in their  businesses,  including,  without  limitation,  the  name  Garner-Scott
Temporaries,  and any word or trade name used by Seller  prior to the  Effective
Time in the conduct of its  business,  without  restriction  or adverse claim of
Seller,  any of its  affiliates,  or any person  claiming  by,  through or under
Seller.  After the  Effective  Time,  Seller shall not use any such name without
Purchaser's written consent.

                                    ARTICLE X
                             Expenses of the Parties

         Each party shall pay its expenses,  including the expenses of its legal
and  accounting  representatives,  in connection  with the origin,  negotiation,
execution  and  performance  of this  Agreement,  except as  otherwise  provided
herein. Purchaser shall pay any and all sales and transfer taxes with respect to
the transactions  contemplated hereby.  Seller shall pay any and all federal and
state income or other taxes  attributable  to Seller  arising as a result of the
transactions contemplated hereby. Unless waived by Purchaser pursuant to Section
5.4,  Seller  shall pay any and all  costs,  fees and  expenses  of  independent
auditors in connection with the preparation of audited  financial  statements of
Seller for the years ended December 31, 1995 and December 31, 1996.


                                   ARTICLE XI
                               Brokers' Commission

         The parties  hereby agree and  represent and warrant to each other that
there are no claims for brokerage commissions,  or placement or finders' fees in
connection with the transactions contemplated by this Agreement.


                                   ARTICLE XII
                                  Miscellaneous

         Section 12.1. Waivers and Amendments.  This Agreement may be amended or
modified,  and  its  terms  or  conditions  may be  waived,  only  by a  written
instrument  executed by the parties hereto,  or in the case of a waiver,  by the
party  waiving  compliance.  The  failure  of any  party at any time or times to
require  performance of any provision hereof shall in no manner affect its right
at a later time to enforce the same. No waiver by any party of the breach of any
term or condition contained in this Agreement in any one or more instances shall
be deemed to be, or construed as, a further or continuing  waiver of any breach,
or a waiver of the breach of any other term or condition  contained herein.  The
parties reserve the right to amend or modify this Agreement,  or waive the terms
or  conditions  hereof,  without  the  consent of any third  person  (natural or
otherwise).

         Section 12.2. Entire  Agreement.  This Agreement (and the Schedules and
Exhibits  hereto which are hereby  incorporated  and made a part hereof) and all
certificates,  agreements, documents and instruments delivered contemporaneously
and in connection  herewith  constitute the entire  understanding of the parties
relative to the subject  matter hereof and supersede  all prior  agreements  and
undertakings  between or among any of the parties relating to the subject matter
hereof.  Any reference  herein to this Agreement  shall be deemed to include the
Schedules and Exhibits hereto.
         Section 12.3. Headings.  The table of contents and descriptive headings
in this Agreement and on the Schedules and Exhibits are inserted for convenience
only  and  shall  not   constitute   a  part  of,  nor  affect  the  meaning  or
interpretation of, this Agreement or any section or subsection hereof.

         Section  12.4.  Notices.  Any  notice,  election  or demand to be given
hereunder  to any of the parties by another  shall be in writing and  personally
delivered  or sent by prepaid  same day or overnight  courier or  registered  or
certified mail, return receipt requested, postage prepaid, addressed as follows:

       If to Purchaser,               Don R. Taylor, President
        addressed to:                 PMI Administration, Inc.
                                      1499 Windhorst Way, Suite 100
                                      Greenwood, IN 46143

       With a copy to:                David B. Millard, Esq.
                                      Leagre & Barnes
                                      9100 Keystone Crossing, Suite 800
                                      Indianapolis, IN 46240

       If to Seller or the Garners,   Garner Scott Enterprise, Inc.
        addressed to:                 and/or Donald W. Garner and/or Shirley A.
                                        Garner
                                      1759 Carlisle Road
                                      Carrollton, Kentucky 41008

       With a copy to:                G. Edward James, Esq.
                                      Crawford, Baxter & Jaines, P.S.C.
                                      523 Highland Avenue
                                      P.O. Box 353
                                      Carrollton, Kentucky 41008

Any party may change the address to which notices are to be sent to it by giving
written  notice of such  change of  address  to the other  parties in the manner
herein provided for giving notice.

         Section 12.5.  Severability.  In case any one or more of the provisions
contained in this Agreement shall for any reason be held to be invalid,  illegal
or   unenforceable   in   any   respect,   such   invalidity,   illegality,   or
unenforceability  shall not affect any other provision hereof and this Agreement
shall be construed as if such invalid,  illegal, or unenforceable  provision had
never been contained herein. Should any particular covenant in this Agreement be
held unreasonable or unenforceable for any reason,  including without limitation
the  time  period,  geographical  area,  or scope of  activity  covered  by such
covenant,  then such  covenant  shall be given  effect and  enforced to whatever
extent would be reasonable and enforceable.

     Section  12.6.  Governing  Law.  This  Agreement  shall be  governed by and
construed and interpreted in accordance with the laws of the State of Indiana.

     Section   12.7.   Consent  to   Jurisdiction.   Each  party  hereto  hereby
irrevocably:

                  12.7.1.  consents  to any  suit,  action  or  proceeding  with
         respect to this  Agreement  being  brought in the  Circuit or  Superior
         Court of the State of  Indiana  in  Johnson  County  and in the  United
         States District Court for the Southern District of Indiana;

                  12.7.2.  waives to the  fullest  extent  permitted  by the law
         governing  this  Agreement  any  objection  that it  might  have now or
         hereafter  to the  laying  of the  venue of any such  suit,  action  or
         proceeding  under Section  12.7.1 above in any such court and any claim
         that any such suit, action or proceeding under Section 12.7.1 above has
         been brought in an inconvenient forum;

                  12.7.3. acknowledges the competence of any such court, submits
         to the  jurisdiction  of any such  court in any such  suit,  action  or
         proceeding and agrees that the final judgment in any such suit,  action
         or  proceeding  brought in such court shall be  conclusive  and binding
         upon such party and may be enforced  in the courts of the  jurisdiction
         in which  such  party's  principal  office or  principal  residence  is
         located,  subject to any provision of the law of such  jurisdiction  of
         general applicability relating to enforcement proceedings, or in any of
         the courts specified in Section 12.7.1, a certified or exemplified copy
         of which shall be conclusive  evidence of the fact and of the amount of
         such party's obligation;  provided, that service of process is effected
         upon such party in the manner specified below or as otherwise permitted
         by law; and

                  12.7.4.  to the extent  that such party has or  hereafter  may
         acquire any immunity  from  jurisdiction  of any such court or from any
         legal process  therein,  waives such  immunity,  to the fullest  extent
         permitted  by law,  and agrees not to  assert,  by way of motion,  as a
         defense,  or otherwise,  in any such suit,  action or  proceeding,  any
         claim that (i) such party is not personally subject to the jurisdiction
         of the  above-named  courts,  (ii) such party is immune  from any legal
         process  (whether  through  service  or  notice,  attachment  prior  to
         judgment, attachment in aid of execution,  execution or otherwise) with
         respect  to such  party or the  property  of such  party or (iii)  this
         Agreement  or the  subject  matter  hereof may not be enforced in or by
         such courts.

     Section 12.8. Third Parties.  Except as otherwise provided herein,  nothing
herein  expressed or implied is intended or shall be construed to confer upon or
give to any person or entity other than the parties hereto and their  respective
successors  or  assigns,  any  rights  or  remedies  under or by  reason of this
Agreement.

     Section  12.9.  Counterparts.  This  Agreement  may be executed in multiple
counterparts, each of which shall be deemed an original.

     Section  12.10.  Successors  and  Assigns.  All the terms,  covenants,  and
conditions of this Agreement  shall be binding upon, and inure to the benefit of
and be  enforceable by the parties  hereto and their  respective  successors and
assigns.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

                                  PMI LP I, an Indiana Limited Partnership

                                 By: PMI ADMINISTRATION, INC.,
                                     its General Partner
   
                                 By /s/ Don R. Taylor                      
                                     Don R. Taylor, President

                                            "PURCHASER"


                                   GARNER SCOTT ENTERPRISE, INC., a Kentucky
                                      corporation


                                  By /s/ Donald W. Garner                  
                                     Donald W. Garner, President

                                             "SELLER"


                                     /s/ Donald W. Garner                 
                                     Donald W. Garner, Individually

                                                 "DONALD"


                                     /s/ Shirley A. Garner                  
                                     Shirley A. Garner, Individually

                                                "SHIRLEY"



<PAGE>


STATE OF INDIANA  )
                  )  SS:
COUNTY OF ________)

     Before me, a Notary  Public in and for said County and State,  on the _____
day of March,  1997,  personally  appeared Don R. Taylor,  the  President of PMI
Administration,  Inc.,  sole General Partner of PMI LP I, who  acknowledged  the
execution of the above and foregoing Asset Purchase  Agreement for and on behalf
of such corporation in its capacity as such General Partner.

     WITNESS my hand and Notarial Seal.


                                             ----------------------------------
                                                  NOTARY PUBLIC, a Resident of
                                                   ____________County, Indiana

                                           ------------------------------------
My Commission Expires:                               Name Printed

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



STATE OF INDIANA           )
                           )  SS:
COUNTY OF JEFFERSON        )

     Before me, a Notary  Public in and for said County and State,  on the _____
day of March,  1997,  personally  appeared  Donald W. Garner,  the  President of
Garner Scott  Enterprise,  Inc., who acknowledged the execution of the above and
foregoing Asset Purchase Agreement for and on behalf of such corporation.

     WITNESS my hand and Notarial Seal.

                                           ------------------------------------
                                                  NOTARY PUBLIC, a Resident of
                                                   ___________ County, Indiana

                                           ------------------------------------
My Commission Expires:                              Name Printed

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


<PAGE>


STATE OF INDIANA           )
                           )  SS:
COUNTY OF JEFFERSON        )

     Before me, a Notary  Public in and for said  County and State,  on the_____
day of March, 1997,  personally  appeared Donald W. Garner, who acknowledged the
execution  of  the  above  and  foregoing  Asset  Purchase  Agreement  to be his
voluntary act and deed.

     WITNESS my hand and Notarial Seal.


                                           ------------------------------------
                                                  NOTARY PUBLIC, a Resident of
                                                   ___________ County, Indiana
                                           ------------------------------------
My Commission Expires:                               Name Printed

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




STATE OF INDIANA           )
                           )  SS:
COUNTY OF JEFFERSON        )

     Before me, a Notary  Public in and for said  County and State,  on the_____
day of March, 1997,  personally appeared Shirley W. Garner, who acknowledged the
execution  of  the  above  and  foregoing  Asset  Purchase  Agreement  to be her
voluntary act and deed.

     WITNESS my hand and Notarial Seal.


                                           ------------------------------------
                                                  NOTARY PUBLIC, a Resident of
                                                  ___________ County, Indiana

                                           ------------------------------------
My Commission Expires:                               Name Printed

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



<PAGE>


                              LIST OF SCHEDULES TO
                            ASSET PURCHASE AGREEMENT


Schedule 1.1.1    Fixed Assets

Schedule 1.1.4    Purchased Contracts

Schedule 5.7      Allocation of Purchase Price

Schedule 6.3      Seller Financial Statements

Schedule 6.20     Employee Benefit Plans

Schedule 6.22     Licenses

Schedule 6.27     Shareholders

Schedule 6.7.1    Real Property -- Leased

Schedule 6.19     Insurance


<PAGE>


                               LIST OF EXHIBITS TO
                            ASSET PURCHASE AGREEMENT



Exhibit A  -- Form of Noncompetition and Confidentiality Agreement (Section 5.6)