EXHIBIT 10.59

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


                            ASSET PURCHASE AGREEMENT


                              Dated March 24, 1997,


                                among and between


                                    PMI LP I,


                           FIRST IN TEMPORARIES, INC.,



                                       and


                                FRANK L. HARTMAN



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


<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                                            3
    Section 2.2    Payment of Purchase Price                                 3

ARTICLE III.       Assumption of Liabilities                                 3
    Section 3.1.   Assumed Liabilities                                       3
    Section 3.2.   Excluded Liabilities                                      3

ARTICLE IV.        Closing and Effective Time                                3
    Section 4.1.   Closing; Closing Date; Effective Time                     3
    Section 4.2.   Closing Requirements                                      3

ARTICLE V.         Other Actions, Agreements and Covenants of the Parties    5
    Section 5.1.   Assignment of Contracts                                   5
    Section 5.2.   Delivery of Property Received After Effective Time        5
    Section 5.3.   Post-Closing Cooperation of Seller                        5
    Section 5.4.   Execution of Further Documents; Financial Statements      5
    Section 5.5.   Employment by Purchaser of Seller's Employees             6
    Section 5.6.   Noncompetition and Confidentiality Agreements             6
    Section 5.7.   Allocation of Purchase Price                              6
    Section 5.8.   COBRA and Other Compliance                                6

ARTICLE VI.        Representations and Warranties by Seller and Hartman      6
    Section 6.1.   Corporate Existence and Qualification                     6
    Section 6.2.   Subsidiaries and Affiliates                               7
    Section 6.3.   Financial Statements                                      7
    Section 6.4.   Events Subsequent to December 31, 1996                    7
    Section 6.5.   Undisclosed Expenses or Liabilities                       8
    Section 6.6.   Tax Returns                                               9
    Section 6.7.   Leased Office Space                                       9
    Section 6.8.   Environmental Matters                                     9
    Section 6.9.   Personal Property - Owned                                 9
    Section 6.10.  Personal Property - Leased                                9
    Section 6.11.  Restrictive Covenants                                     9
    Section 6.12.  Intellectual Property Rights                             10
    Section 6.13.  Necessary Property                                       10
    Section 6.14.  No Breach, Default or Violation                          10
    Section 6.15.  Litigation and Claims                                    10
    Section 6.16.  Material Contracts                                       10
    Section 6.17.  Validity of Purchased Contracts                          10
    Section 6.18.  Powers of Attorney                                       10
    Section 6.19.  Insurance                                                11
    Section 6.20.  Employment Matters; Employee Benefit Plans; ERISA 
                      Compliance                                            11
    Section 6.21.  Guaranties                                               12
    Section 6.22.  Compliance With Laws; Licenses                           12
    Section 6.23.  Authorization of Agreement                               12
    Section 6.24.  All Material Information                                 12
    Section 6.25.  Material Adverse Contract                                13
    Section 6.26.  Copies of Documents                                      13
    Section 6.27.  Shareholders                                             13
    Section 6.28.  Consents of Third Parties                                13
    Section 6.29.  Other Approvals                                          13
    Section 6.30.  Customer Relations                                       13

ARTICLE VII.       Representations and Warranties by Purchaser              14
    Section 7.1.   Valid Existence and Qualification of Purchaser           14
    Section 7.2.   Authorization of Agreement by Purchaser                  14

ARTICLE VIII.      Indemnification                                          14
    Section 8.1.   Indemnification by Seller and Hartman                    14
    Section 8.2.   Indemnification by Purchaser                             15
    Section 8.3.   Survival of Covenants, Representations and Warranties    15
    Section 8.4.   Payment and Settlement of Amounts Due                    16

ARTICLE IX.        Use of Names by Purchaser                                16

ARTICLE X.         Expenses of the Parties                                  16

ARTICLE XI.        Brokers' Commission                                      17

ARTICLE XII.       Miscellaneous                                            17
    Section 12.1.  Waivers and Amendments                                   17
    Section 12.2.  Entire Agreement                                         17
    Section 12.3.  Headings                                                 17
    Section 12.4.  Notices                                                  17
    Section 12.5.  Severability                                             18
    Section 12.6.  Governing Law                                            18
    Section 12.7.  Consent to Jurisdiction                                  18
    Section 12.8.  Third Parties                                            19
    Section 12.9.  Counterparts                                             19
    Section 12.10. Successors and Assigns                                   19


<PAGE>


                            ASSET PURCHASE AGREEMENT

         THIS ASSET PURCHASE  AGREEMENT  (this  "Agreement") is made and entered
into as of the 24th day of March, 1997,  effective as of 12:01 a.m. on March 24,
1997 (the "Effective  Time"),  among and between FIRST IN  TEMPORARIES,  INC., a
Florida   corporation   ("Seller"),   FRANK  L.  HARTMAN,   a  Florida  resident
("Hartman"), and PMI LP I, an Indiana limited partnership ("Purchaser").

                              PRELIMINARY STATEMENT

         Seller conducts an employment  staffing and placement  business from an
office at 173 Sears Avenue, Suite 281, Louisville,  Kentucky 40207. (Seller also
conducts  similar  businesses at other locations in other states,  none of which
are included in the transaction  contemplated by this Agreement.) Seller desires
to  sell  to  Purchaser,   and  Purchaser   desires  to  purchase  from  Seller,
substantially  all of the  non-cash  assets  owned by Seller and held or used by
Seller in connection with the operation of such business  conducted by Seller at
its Louisville  office,  subject to and on the terms and  conditions  herein set
forth. Hartman is the sole shareholder of Seller.

                                   AGREEMENTS

         NOW,  THEREFORE,  in  consideration  of the foregoing and 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 held or used by Seller in connection  with
the  operation  of Seller's  staffing  and  placement  business  conducted at or
through  Seller's office at 173 Sears Avenue,  Suite 281,  Louisville,  Kentucky
40207 (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 of the  Business  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  (including  an $825
     damage  deposit  under the Lease  described on Schedule  1.1.4),  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  (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 registrations,  permits, licenses,  consents, approvals and
     qualifications  of  Federal,  State,  local  or other  government  agencies
     relating to the Business or the Purchased Assets;

          1.1.8.  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;

          1.1.9. the goodwill relating to the 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 of Seller at the Effective Time; and

          1.2.4.  Seller's  assets not held or used by Seller in connection with
     Seller's operation of the Business, including, without limitation, Seller's
     assets held or used by Seller  exclusively in connection with the operation
     of other offices by Seller (other than the office in Louisville, Kentucky).


                                   ARTICLE II
                                 Purchase Price

     Section 2.1.  Purchase  Price.  The total  purchase price for the Purchased
Assets  (the  "Purchase  Price")  is the sum of Three  Hundred  Eleven  Thousand
Dollars ($311,000).


     Section 2.2.  Payment of Purchase  Price.  Purchaser shall pay the Purchase
Price in full to Seller at Closing by check.


                                   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,  Seller's  liabilities and  obligations  accruing or attributable to
events  occurring after the Effective Time under (i) those Purchased  Contracts,
if any, listed on Schedule 1.1.4, and (ii) any other Purchased  Contracts to the
extent (but only to the extent) expressly assumed by Purchaser in writing.

     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 to  consummate  the  transactions
contemplated  hereby  (the  "Closing")  shall take place on March 24,  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,  Indiana
time) on March 24, 1997 (as previously defined, the "Effective Time").

     Section 4.2. Closing Requirements. Seller, Hartman 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 and to assign to  Purchaser
         such leases with respect to real property and other Purchased Contracts
         as are being assumed by Purchaser in connection herewith, together with
         all necessary consents of third parties applicable thereto,  subject in
         each case 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  Florida)  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 Hartman 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  or other  appropriate  office  of  Seller  dated the
         Closing Date  certifying as to the incumbency of officers and Directors
         of  Seller,   the  accuracy  and   completeness   of  the  Articles  of
         Incorporation  and Bylaws of Seller,  the continuing  effectiveness  of
         Seller's  authorizing  resolutions,  and such additional matters as are
         customary for similar  transactions  and as Purchaser shall  reasonably
         request.

                  4.2.7.  Seller shall have delivered to Purchaser  certificates
         of public  officials as of a current date  evidencing (a) the corporate
         existence of and compliance  with all reporting  requirements by Seller
         in the State of Florida, and (b) Seller's  authorization to do business
         and good  standing  as a foreign  corporation  in the  Commonwealth  of
         Kentucky.

                  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.

                  4.2.9. Purchaser shall pay the Purchase Price to Seller.

                  4.2.10.  Seller  and  Purchaser  shall  mutually  execute  and
         deliver  such  other  agreements,  instruments,  certificates  or other
         documents  as shall be  reasonably  required or requested to effect the
         transactions contemplated hereby.


                                    ARTICLE V
             Other Actions, Agreements and Covenants of the Parties

         Purchaser, Hartman 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.  Post-Closing  Cooperation of Seller. Seller agrees that after
the  Effective  Time  Seller  will  cooperate  with  Purchaser,  to  the  extent
reasonably  requested  by  Purchaser,  and at  Purchaser's  expense,  to  enable
Purchaser by mutual  agreement  of Seller and  Purchaser  (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.  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.

     Section  5.5.  Employment  by  Purchaser  of  Seller's  Employees.   It  is
understood  and agreed that Purchaser is under no obligation to hire and provide
employment for any of Seller's existing employees,  it being Seller's obligation
to terminate such employees, if such is necessary. Purchaser, however, presently
intends to hire some of Seller's  existing  employees  as new hires,  and Seller
shall use their reasonable efforts to aid Purchaser in engaging such of Seller's
agents and employees as are presently engaged or employed by Seller as Purchaser
shall in its sole  discretion  determine.  For a period of five  years  from and
after the  Effective  Time,  neither  Seller  nor  Hartman  shall,  directly  or
indirectly,  solicit the employment of any person  presently  employed by Seller
who becomes employed by Purchaser.

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

     Section 5.7.  Allocation of Purchase Price. 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  to 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 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.


                                   ARTICLE VI
              Representations and Warranties by Seller and Hartman

     In order to induce Purchaser to enter into this Agreement and to consummate
the transactions  contemplated hereunder,  Seller and Hartman 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 State of
Florida,  (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 qualified to transact  business as a foreign  corporation in the Commonwealth
of Kentucky and in any other  jurisdictions  where  failure to so qualify  would
have a  materially  adverse  effect on  Seller's  business.  Copies of  Seller's
Articles of Incorporation  and Bylaws,  including all amendments  thereto,  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 is an
Income  Statement  of Seller  with  respect to the  Business  for the year ended
December  31, 1996 (the "Seller  Financial  Statements").  The Seller  Financial
Statements  (i) are complete,  true and correct in all material  respects,  (ii)
have been  prepared on an accrual  basis with prior  periods,  and (iii) present
fairly  the  results  of  operations  of the  Business  by Seller for the period
indicated.

     Section 6.4.  Events  Subsequent to December 31, 1996.  Since  December 31,
1995,  there  have been no  adverse  changes  in the  condition  of the  assets,
liabilities,  business, operations,  prospects or properties of the Business, or
in the  financial  condition  or earnings of the Business as shown in the Seller
Financial Statements, other than changes in the ordinary course of the operation
of the Business  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 the  operation of the  Business,  and the  Business  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, 1995:

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

               (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, 1995 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  the  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  Expenses or Liabilities.  There are no expenses,
nor are there any absolute or contingent  liabilities  or  obligations of Seller
which if paid by Seller would have been  reported as  expenses,  with respect to
Seller's  conduct  of the  Business  during  the  period  covered  by the Seller
Financial  Statements  except those expenses  reflected on the Seller  Financial
Statements.

     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, penalties or
interest which are or may 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.

     Section 6.7.  Leased  Office  Space.  Seller leases its office space at 173
Sears Avenue,  Suite 281,  Louisville,  Kentucky (the "Leased  Premises"),  from
Miraflores Center  ("Landlord")  pursuant to a Lease between Seller and Landlord
dated August 1, 1996 (the  "Lease"),  a complete and accurate  copy of which has
been provided by Seller to Purchaser and the remaining term of which  (excluding
option  periods)  expires  August 1,  1997.  Neither  Seller  nor,  to  Seller's
knowledge,  Landlord  is in  default  under or in  violation  of any term of the
Lease. Seller has no knowledge of any violations or alleged violations by Seller
or  Landlord  of any  applicable  law,  regulation,  code,  ordinance  or  other
applicable requirement of any governmental authority having jurisdiction thereof
(including,  without  limitation,  building  codes  and  environmental  laws  or
requirements)  with respect to the  condition of the Leased  Premises or the use
thereof by Seller.

     Section 6.8.  Environmental  Matters.  Seller has no knowledge or notice of
any contamination or pollution of the Leased Premises or the improvements and/or
real  estate in or upon which the Leased  Premises  is located by any  materials
that are known to Seller or Hartman to be regulated or classified as "hazardous"
(or the like) substances by any applicable environmental law or regulation.

     Section  6.9.  Personal  Property - Owned.  Seller has good and  marketable
title to all of the Purchased  Assets,  free and clear of all mortgages,  liens,
security  interests,  charges,  claims,  restrictions and other  encumbrances of
every kind.

     Section 6.10. Personal Property - Leased.  Seller has disclosed in Schedule
1.1.4 all leases under which Seller  leases  personal  property  utilized in the
Business 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 has  obtained all  necessary  consents to such
assignment.

     Section 6.11.  Restrictive  Covenants.  Except for the  Noncompetition  and
Confidentiality  Agreement,  neither  Hartman  nor  Seller  is  subject  to  any
agreements  not to compete or similar  restrictive  covenants  that  restrict or
limit their activities within the Commonwealth of Kentucky.

     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  developed by Hartman 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.  Except for the Excluded Assets listed in
Sections  1.2.1,  1.2.2 and 1.2.3,  the Purchased  Assets  constitute all of the
property  utilized by Seller in conducting the Business 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 the Business or the condition, financial or otherwise, of the Business
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 knowledge of Seller  threatened,  against or affecting
Seller or the Business, 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 pending or in effect as to Seller or the Business.

     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 the Business 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 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),  and
each Purchased  Contract is in full force and effect and  constitutes the valid,
legal and binding obligations of Seller and the other parties thereto.

     Section  6.18.  Powers  of  Attorney.  There are no  outstanding  powers of
attorney  granted by Seller  with  respect  to the  Business  or the  operations
thereof 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
the Business and all insurance  policies  maintained for any of the employees of
the  Business,  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 in respect of the Business 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 in respect of the Business 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 the Business 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 in
     respect of the Business.

          6.20.2.  Schedule  6.20  contains  a list of all  current  and  former
     employee benefit plans and practices maintained by Seller in respect of the
     Business 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  the
operations thereof 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.  A list of all states in
which  Seller is licensed or  registered  as an  employment  agency,  employment
leasing agency or similar  business,  and a copy of each license or registration
listed, is attached hereto as Schedule 6.22.

     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,  in any  Schedule  delivered  pursuant  to this
Agreement, or in any other agreement, instrument,  certificate or other document
executed or provided by Seller  pursuant to this Agreement or in connection with
the transaction contemplated hereby (or any statement made to Purchaser by or on
behalf  of Seller  in  connection  with the  transactions  contemplated  by this
Agreement), contains in any such case 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, the operations, prospects, property, assets or financial condition
of the Business 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  number or  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.  Other than the consent of the
Landlord to the assignment of the Lease,  Seller has no knowledge that there are
any  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 Business.

     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 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 the Business 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 the  Business  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 authorized 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  Hartman.  Seller and Hartman
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  Hartman  or Seller in,  under or  pursuant  to this
     Agreement or any agreement,  schedule,  certificate or instrument delivered
     by or on behalf of Hartman or Seller  pursuant hereto or in connection with
     the transactions  contemplated  hereby,  including  without  limitation the
     Noncompetition and Confidentiality Agreement;

          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 Hartman and their  respective  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  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 Hartman pursuant
     to any of the provisions of this Article VIII shall be paid to Purchaser by
     Seller and/or Hartman within 10 days of demand therefor.

          8.4.2. Any amount due to Seller and/or Hartman from Purchaser pursuant
     to any of the  provisions  of this  Article  VIII  shall be paid to  Seller
     and/or Hartman 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
                            Use of Names by Purchaser

     From and after the Effective  Time Purchaser  shall have full right,  power
and authority to the use for a period of up to 180 days in the  Commonwealth  of
Kentucky,  and  Seller  hereby  consents  to such use  therein by  Purchaser  or
Purchaser's  designee,  of the  name  "First  In  Temporaries,  Inc.,"  and  any
abbreviations  or combinations or derivatives  thereof,  without  restriction or
adverse claim of or use thereof by Seller, any of its affiliates,  or any person
claiming by, through or under Seller.  For a period of three years following the
Effective Time Seller shall not use such name, or authorize the use of such name
by any other party  (other than  Purchaser),  in the city limits of  Louisville,
Kentucky  (as  constituted  the date  hereof) or within a 30-mile  radius of the
office  location from which Seller has  conducted  the Business,  without in any
such case first  obtaining  Purchaser's  written  consent.  The foregoing is not
intended  and shall not be  construed as granting any license or other rights to
use or ownership  of the name "First in  Temporaries"  or any other  tradenames,
trademarks,  service marks or trade dress, and Purchaser covenants that it shall
at no time in any manner claim any rights in any such proprietary property.  All
use of the  name  First in  Temporaries  shall  be only in  connection  with the
temporary  services  business being  purchased under this Agreement and all uses
are subject to the reasonable approval of Seller.


                                    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.


                                   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 pursuant hereto or
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 Hartman,  First In Temporaries or Frank L. Hartman
        addressed to:            14310 North Dale Mabry Highway, Suite 380
                                 Tampa, Florida  33618

       With a copy to:           Robert Reid Haney
                                 Kalish & Ward, P.A.
                                 101 East Kennedy Boulevard
                                 P.O. Box 71
                                 Tampa, Florida  33601-0071

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.




<PAGE>


         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., an Indiana
                                              corporation, its General Partner

                                      By /s/ Don R. Taylor
                                         Don R. Taylor, President

                                                        "PURCHASER"


                                       FIRST IN TEMPORARIES, INC.

                                        By /s/ Frank L. Hartman             
                                           Frank L. Hartman, President

                                                         "SELLER"


                                      /s/ Frank L. Hartman                    
                                      Frank L. Hartman, Individually

                                                        "HARTMAN"







<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 6.19     Insurance

Schedule 6.20     Employee Benefit Plans

Schedule 6.22     Licenses

Schedule 6.27     Shareholders


<PAGE>


                               LIST OF EXHIBITS TO
                            ASSET PURCHASE AGREEMENT



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