Trans Global Services, Inc. Form 10-K 12/31/01
                               Form 10-K 12/31/01

                      SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                -------------------
                                     FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ________

                       Commission File No. 0-23382
                       Trans Global Services, Inc.
            (Exact name of Company as Specified in its Charter)

     Delaware                                                62-1544008
(State or other jurisdiction of                          I.R.S. employer
incorporation or organization)                           identification no.)

1393 Veterans Memorial Hwy.,
   Hauppauge, New York                            11788
(Address of principal executive offices)        (Zip Code)

Issuer's telephone number, including area code:  (631) 724-0006

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
        Title of Each Class
Common  Stock,  par value .01 per share

Indicate by a check mark whether the Company (1) has filed all reports  required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  twelve  months (or such  shorter  period  that the  Company  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No

Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Company's  knowledge,  in  definitive  proxy or  information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked prices of such stock as of March 19, 2002: $460,768

State the  number of shares  outstanding  of each of the  Company's  classes  of
common stock as of March 19, 2002:  5,481,295  shares of Common Stock, par value
$.01 per share.


DOCUMENTS INCORPORATED BY REFERENCE: None





















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<PAGE>   2

                         PART I

Item 1. Business

Trans Global Services,  Inc. provides technical temporary staffing services.  In
performing  such  services,  we  provide  engineers,   designers  and  technical
personnel on a temporary  contract  assignment  basis pursuant to contracts with
major corporations. The engagement may relate to a specific project or may cover
an extended  period  based on the  client's  requirements.  We believe  that the
market for technical temporary staffing services,  such as those which we offer,
results from the trend in employment practices by major corporations principally
in the aircraft and  aerospace  industries as well as the  electronics,  energy,
telecommunications,  computer science and public utilities  industries to reduce
their  permanent  employee  staff and to supplement  their staff with  temporary
personnel on an as-needed  basis. We seek to offer our clients a  cost-effective
means  of work  force  flexibility  and  the  elimination  of the  inconvenience
associated  with the  employment of temporary  personnel,  such as  advertising,
initial interviewing, fringe benefits and record keeping. Although the employees
provided by the Company are on temporary contract assignment, they work with the
client's permanent employees;  however, they may receive different  compensation
and benefits than permanent employees.

In providing our services, we engage the employees,  pay the payroll and related
costs,  including  FICA,  worker's  compensation  and similar  Federal and state
mandated  insurance  and related  payments.  We charge our clients for  services
based upon the hourly  payroll cost of the personnel.  Each  temporary  employee
submits to us a weekly time sheet with work hours  approved  by the client.  The
employee is paid on the basis of such hours,  and the client is billed for those
hours at agreed upon billing rates.

Our strategy has been  directed at  increasing  our customer  base and providing
additional  services,  such as  integrated  logistics  support,  to our existing
customer base. We believe that the key to profitability is to provide a range of
services to an increased  customer base. In this  connection,  we are increasing
our marketing  effort both through our own  personnel  and in marketing  efforts
with other companies that offer complementary services.























<PAGE>  3
Item 1. Business [Continued]

Our Organization

We are a Delaware  corporation  incorporated  in  September  1993 under the name
Concept  Technologies  Group,  Inc.,  which  name was  changed  to Trans  Global
Services,  Inc. in 1995.  Our  executive  offices  are located at 1393  Veterans
Memorial Hwy., Hauppauge, New York 11788, telephone (631) 724-0006.

Our operations are conducted through our three subsidiaries, Resource Management
International, Inc., Avionics Research Holdings, Inc. and Truecom, Inc.

References to us refer to us and our subsidiaries, unless the context indicates
otherwise.

Forward-Looking Statements

Statements in this Form 10-K annual report may be  "forward-looking  statements"
within the  meaning of the  Private  Securities  Litigation  Reform Act of 1995.
Forward-looking  statements  include,  but are not limited to,  statements  that
express our intentions,  beliefs, expectations,  strategies,  predictions or any
other  statements  relating to our future  activities  or other future events or
conditions.  These statements are based on current  expectations,  estimates and
projections   about  our  business  based,  in  part,  on  assumptions  made  by
management.  These  statements  are not  guarantees  of future  performance  and
involve  risks,  uncertainties  and  assumptions  that are difficult to predict.
Therefore, actual outcomes and results may, and probably will, differ materially
from what is expressed or forecasted in the  forward-looking  statements  due to
numerous factors, including those described above and those risks discussed from
time to time in this Form 10-K  annual  report,  including  the risks  described
under "Risk  Factors"  and  "Management's  Discussion  and Analysis of Financial
Condition and Results of Operations"  and in other  documents which we file with
the Securities and Exchange  Commission.  In addition,  such statements could be
affected by risks and uncertainties related to our financial condition,  factors
which  affect  the  aircraft  and  aerospace  industries,  market  and  customer
acceptance, competition, government regulations and requirements and pricing, as
well as general  industry and market  conditions  and growth rates,  and general
economic conditions. Any forward-looking statements speak only as of the date on
which  they are made,  and we do not  undertake  any  obligation  to update  any
forward-looking  statement to reflect events or circumstances  after the date of
this Form 10-K.

Risk Factors

Our  financial  position  is  impairing  our  ability to attract new clients and
retain existing clients.

Most of our  revenue  is  derived  from  major  companies  in the  aircraft  and
aerospace industries.  These companies review, on a regular basis, our financial
statements  to  determine  whether they  believe we have  adequate  resources to
insure that we will be able to perform our obligations under our agreements. One
of our major customers, The Boeing Company, has discontinued engaging us for new
assignments  because of our weak financial position although it is continuing to
use our  personnel  on  existing  engagements.  We can not assure you that other
clients  will not reduce or  discontinue  the use of our services as a result of
our financial condition or for any other reasons.







<PAGE> 4
Item 1. Business [Continued]

Because our major  clients are in the aircraft  and  aerospace  industries,  our
business is affected by the economic conditions for these industries.

Our  largest  clients  for 2001  and 2000  were in the  aircraft  and  aerospace
industries,  accounting for revenue of  approximately  $20.0 million,  or 74% of
revenue, in 2001, and $15.6 million, or 67% of revenue, in 2000. We have, in the
past, incurred  significant drops in revenue and increased losses as a result of
economic  conditions  in these  industries,  and we were not able to offset  the
decreased revenue with revenue from new clients in other  industries.  We cannot
assure you that the aircraft and aerospace  industries will not suffer slowdowns
in the future or that we will be able to develop  any  significant  client  base
outside these industries.

We have a working capital  deficiency which could impair our ability to continue
in business.

At December 31, 2001,  we had a deficiency in working  capital of  approximately
$365,000.  Presently, our primary source of funds is our line of credit from our
asset-based  lender. We have had limited success in raising funds and we believe
that,  because of our financial  condition and stock price,  we will continue to
have  difficulty  in raising  funds.  The  failure to raise funds may affect our
ability to continue in business.

We  incurred  losses  during  each of the past three  years,  and our losses are
continuing.

We sustained a loss of $1.6  million,  or $.47 per share (basic and diluted) for
2001.  We cannot  assure  you that we will be able to  generate  profits  in the
future, and our failure to generate profits could affect our ability to continue
our operations.

Our credit  agreement  expires in October 2002,  and we may not be able to renew
the line or obtain an alternative facility.

Our  principal  source of cash  during  2001 was our  credit  facility  with our
asset-based  lender. This facility expires on October 16, 2002, subject to a one
year renewal  option if mutually  agreed.  We require this  facility in order to
meet our  payroll  obligations  since we pay our  employees  before  we  receive
payment from our customers.  We will not be able to continue in business  unless
we are  able to  extend  our  credit  facility  or  otherwise  obtain  necessary
financing,  and the terms of any financing  which is available to us may be less
favorable to us than the terms of our present credit arrangement, and any equity
financing would result in substantial dilution to our stockholders.

Because of our financial position, we may have difficulty generating business in
a highly competitive industry.

The technical  temporary staffing business is highly competitive with respect to
both clients and employees.  In order to attract both clients and employees,  we
must show that we have the financial  capability to meet our  obligations and we
must offer employees benefits that our competitors offer. Our financial position
has in the past  limited our ability to grow.  Our current  financial  position,
particularly  our lack of working  capital,  may increase the difficulty in both
retaining existing clients and obtaining new clients.




<PAGE> 5
Item 1. Business [Continued]

We need to offer direct payroll deposit to our employees.

At present,  because of our financial position,  we do not offer our employees a
direct deposit payroll  program by which we deposit the employees'  compensation
directly  into  their  bank  accounts  so  that  the  employee's  money  will be
immediately  available.  Employees  believe  that direct  payroll  deposit is an
important element to consider in evaluating employment  opportunities.  In order
to offer this service, we require significant  additional funds, and these funds
are not  available to us. We believe  that our ability to attract new  employees
will continue to be impaired by our inability to offer employees  direct payroll
deposit.

Our business may be impaired by any trends in employment  practices which result
in temporary staffing employees being treated the same as permanent employees.

Our  temporary  staffing  business is based in part on providing  employees at a
lower cost than employers would pay permanent  employees.  Many of the temporary
employees work with permanent employees and perform similar duties. Our business
would be  impaired  if  temporary  employees  are  required  to be treated  like
permanent  employees,  whether  as a  result  of  labor  negotiations,  court or
administrative decisions, legislation or regulation, or other factors outside of
our control.

We need to attract qualified employees to service our clients.

We are dependent  upon both our ability to obtain  contracts with clients and to
provide  those  clients  with  qualified  employees.  The market  for  qualified
personnel  is  highly  competitive,  and we  compete  with  other  companies  in
obtaining  contracts with  potential  clients and in attracting  employees.  Our
financial condition impairs our ability to attract qualified employees.

We may be held liable for the actions of our employees when on assignment.

Although our client agreements  disclaim  responsibility  for the conduct of our
employees,  we may be exposed to liability  with respect to actions taken by our
employees while on assignment, such as damages caused by their errors, misuse of
client proprietary  information or theft of client property.  We do not maintain
insurance  coverage against this risk. Due to the nature of our assignments,  we
cannot  assure you that we will not be exposed to  liability  as a result of our
employees being on assignment.

We are dependent upon our management.

Our business is dependent upon our senior  executive  officers,  principally Mr.
Joseph G. Sicinski,  president and chief executive  officer,  who is responsible
for the Company's  operations,  including  marketing  and business  development.
Although we have an employment  agreement with Mr. Sicinski,  the agreement does
not guarantee that he will continue in his employment  with us. Our business may
be adversely affected if any of our key officers left our employ.











<PAGE>  6
Item 1. Business [Continued]


We may consider a merger or acquisition.

We are seeking to address our lack of liquidity through a merger or acquisition.
Any such transaction may result in a change of control and substantial  dilution
to our  stockholders.  In  addition,  such  transaction  may  also  result  in a
significant change in our business. We cannot assure you that we will be able to
complete  any  such  transaction  on  terms  that  are  favorable  to us or  our
stockholders or will result in increased liquidity or profitable operations.

We do not anticipate paying dividends on our common stock.

The  rights of the  holders of common  stock may be  impaired  by the  potential
issuance of preferred stock.

Our  certificate  of  incorporation  gives our board of  directors  the right to
create new series of preferred  stock. As a result,  the board of directors may,
without  stockholder  approval,  issue  preferred  stock with voting,  dividend,
conversion,  liquidation or other rights which could adversely affect the voting
power and equity interest of the holders of common stock.  The preferred  stock,
which could be issued  with the right to more than one vote per share,  could be
utilized  as a method  of  discouraging,  delaying  or  preventing  a change  of
control.  The possible impact on takeover  attempts could  adversely  affect the
price of our common stock.

Our common stock is subject to the SEC's penny-stock rules.

Our  common  stock is  subject  to the SEC's  penny-stock  rules,  which  impose
additional sales practice requirements on broker-dealers which sell our stock to
persons other than established customers and institutional accredited investors.
These rules may affect the ability of  broker-dealers  to sell our common  stock
and may affect the ability of our stockholders to sell any common stock they may
own.

Shares may be issued pursuant to options and warrants.

We may issue  stock  upon the  exercise  of options  granted up to an  aggregate
110,809  shares of common stock  pursuant to our long-term  incentive  plans and
warrants to purchase an aggregate of 738,150 shares.

Markets and Marketing

The  market  for  our  services  is  comprised  of  major  corporations  in such
industries as aircraft, aerospace,  electronics,  energy, engineering,  computer
services and  telecommunications,  where the use of technical temporary staffing
has become an important  method of cost  reduction.  Typically,  a client enters
into an  agreement  with one or a small number of companies to serve as employer
of record for its temporary  staff,  and its  agreements  are  terminable by the
client without significant notice.

We maintain a  computerized  data base of technical  personnel  based upon their
qualifications  and experience.  The data base, which contains more than 100,000
names, is generated through employees  previously  employed by us, referrals and
responses to  advertisements  placed by us in the media,  including  newspapers,
yellow pages, magazines and trade publications. Part of






<PAGE>  7

Item 1. Business [Continued]


our   responsibilities  for  any  engagement  is  the  recruitment  and  initial
interviewing  of  potential  employees,  with the  client  conducting  any final
interviews it deems  necessary.  The majority of work performed by our employees
is performed at the client's premises and under the client's direction, although
we are the employer of record.

We also conduct an ongoing program to survey and evaluate the clients' needs and
satisfaction with our services, which we use as part of our marketing effort.

Although we have four  offices,  including  our main office in Long Island,  New
York,  throughout the United States, there are no limited geographic markets for
our services.  We have in the past established  offices in new locations when we
receive a contract in the area and we cannot  effectively  service such contract
from our existing  offices.  We intend to continue to  establish  new offices as
necessary to meet the needs of our customers.

A client will utilize technical temporary staffing services, such as those which
we provide,  when it  requires a person with  specific  technical  knowledge  or
capabilities  which are not available  from the client's  permanent  staff or to
supplement  its  permanent  staff for a  specific  project  or to meet peak load
requirements. When the client requires personnel, it provides us with a detailed
job description. We then conduct an electronic search in our computerized resume
data base for candidates matching the job description.  In addition, each branch
office  maintains a file of active local  resumes for  candidates  available for
assignment  in the  vicinity  of the  branch  office.  The  candidates  are then
contacted by telephone by our recruiters,  who interview interested  candidates.
If a candidate is acceptable to us and interested in the position,  we refer the
candidate to the client.  An  employment  agreement is executed with us prior to
the commencement of employment.

We  serve  primarily  the  aircraft  and  aerospace  industries  as  well as the
electronics, energy, telecommunications,  computer science and public utilities.
We are seeking to expand our efforts to address the general  trend of  temporary
staffing by major  corporations on a national basis.  However,  we have not been
successful in developing any significant new clients.

Our contracts are generally terminable by the client on short notice.

The  following  table shows the revenue and the  percentage of our total revenue
from those clients that accounted for at least 5% of our revenue in 2001:

Client                                  Revenue          Percent
Lockheed-Martin                      $ 7.9 million        29.2%
Boeing                                 4.6 million        17.0%
Bell Helicopter Textron                4.2 million        15.5%
Gulfstream Aerospace                   3.3 million        12.2%












<PAGE>  8
Item 1.  Business [Continued]


The  following  table shows the revenue and the  percentage of our total revenue
from our largest clients in 2000:

Client                        Revenue             Percent
Lockheed-Martin           $5.7 million             24.5%
Bell Helicopter Textron    4.1 million             17.6%
Boeing                     3.6 million             15.5%
Gulfstream Aerospace       2.2 million              9.4%

Because  of our  financial  position,  Boeing  is no  longer  giving  us any new
assignments,  although  it is  continuing  to  use  our  personnel  on  existing
engagements.

Competition

The business of providing  employees on either a permanent or temporary basis is
highly  competitive and is typically  local in nature.  We compete with numerous
technical  service  organizations,  a number  of which are  better  capitalized,
better  known,  have more  extensive  industry  contacts  and conduct  extensive
advertising  campaigns  aimed at both employers and job applicants than we have.
We believe  that the  ability to  demonstrate  a pattern of  providing  reliable
qualified  employees  is an  important  aspect of  developing  new  business and
retaining  existing  business.  Furthermore,  our ability to generate revenue is
dependent not only upon our ability to obtain  contracts with clients,  but also
to provide  these  clients with  qualified  employees.  The market for qualified
personnel  is  highly  competitive,  and we  compete  with  other  companies  in
attracting employees. Our ability to increase our business with existing clients
or  to  attract  other  clients  will  be  affected  by  our  working   capital.
Accordingly,  our  failure  to  increase  our  working  capital  has been and is
continuing  to effect our  ability  to expand our  business.  In  addition,  our
failure to offer  employees the direct deposit of their payroll may affect their
willingness to be employed by us especially in light of our financial condition.

Government Regulations

The technical  temporary  staffing industry,  in which we are engaged,  does not
require  licensing as a personnel or similar agency.  However,  as a provider of
personnel  for  other  corporations,   we  are  subject  to  Federal  and  State
regulations concerning the employment relationship,  including those relating to
wages and hours and  unemployment  compensation.  We also maintain a 401(k) plan
for our employees and we are subject to regulations concerning such plan.


We do not have  contracts  with any government  agencies.  However,  our clients
include major defense contractors, that have contracts with government agencies.

Our  contracts  with our  clients  are  based on hourly  billing  rates for each
technical  discipline.  Many of the clients' contracts with government  agencies
are  subject  to  renegotiation  or  cancellation  for  the  convenience  of the
government.  Since the  staffing  needs of each of our  clients are based on the
clients own requirements and the clients' needs are affected by any modification
in  requirements,   any  reduction  in  staffing  by  a  client  resulting  from
cancellation or modification of government  contracts could adversely impact our
business.



<PAGE>  9
Item 1.  Business [Continued]

Employees

At December 31, 2001, we had 281 employees,  257 of which were contract  service
employees who performed  services on the clients' premises and 24 were executive
and administrative  employees.  Each of our offices is staffed by recruiters and
sales managers.  Each contract  service  employee enters into a contract with us
which sets forth the client for whom and the  facility  at which the  employee's
services  are to be performed  and the rate of pay. If an employee  ceases to be
required by our clients for any  reason,  we have no further  obligation  to the
employee.  Although  assignments  can be for as short as 90 days, in some cases,
they have been for several years. The average  assignment is in the range of six
to nine months.  The majority of our  employees are not  represented  by a labor
union, and we consider our employee relationships to be good.


Executive Officers of the Company

Information  concerning  our  officers  and  directors  is included in "Item 10.
Directors and Executive Officers of the Registrant".

Item 2. Description of Property.

We lease approximately 7,500 square feet of office facilities in Hauppauge,  New
York, where we maintain our executive offices.  We also rent modest office space
in Phoenix Arizona,  Arlington Texas, and Orlando Florida.  Our aggregate annual
rent is approximately $200,000, which is subject to annual increases. We believe
that our  present  office  space is  adequate  for our  present  needs  and that
additional office space is readily available on commercially reasonable terms.

Item 3. Legal Proceedings.

In November  1997,  an action was commenced in the Supreme Court of the State of
New York,  County of Suffolk,  by Ralph Corace against our subsidiary,  Resource
Management International, Inc. seeking damages of approximately $1.1 million for
an alleged  breach of contract by us. Mr.  Corace was the  president of Job Shop
Technical   Services,   Inc.,  from  which  we,  through   Resource   Management
International,  Inc.,  purchased  assets in November  1994.  We believe that the
action is  without  merit,  we are  contesting  this  matter  and we have  filed
counterclaims against Mr. Corace.



Item 4.  Submission of Matters to a vote of Security Holders.

         No matters were voted upon during the fourth quarter of 2001.











<PAGE>  10

                            PART II
Item 5. Market for Common Equity and Related Stockholder Matters.

Our common  stock is traded on the OTC  Bulletin  Board  under the symbol  TGSI.
Prior to March 16,  2000,  our common  stock was  traded on the Nasdaq  SmallCap
Market.

The high and low closing price for the Company's Common Stock since January 2000
are as follows:
                                                      Common Stock
                                                    ---------------
                                                      High      Low
2002
  First Quarter (through March 19,2002)               .99       .10

2001
  First Quarter                                       .44       .13
  Second Quarter                                      .29       .10
  Third Quarter                                       .14       .05
  Fourth Quarter                                      .50       .05

2000
  First Quarter                                      2.63       .56
  Second Quarter                                     1.19       .75
  Third Quarter                                       .75       .13
  Fourth Quarter                                      .45       .13


The  closing  price per share for our common  stock on March 19,  2002 was $.10.
These quotations reflect inter-dealer prices, without retail mark-up,  mark-down
or commission and may not represent actual transactions.

As of March 19, 2002, we believe that there were approximately  1,500 beneficial
holders of our common stock.

We have not paid  dividends on our common stock since  inception,  and we do not
expect to pay any dividends for the foreseeable future.

During 2001 and 2000, we issued the following equity securities.

Pursuant to an agreement dated November 15, 2001, we issued  5,000,000 shares of
common  stock to The Finx  Group,  Finx issued  2,500,000  shares of Finx common
stock to us, and Finx  agreed to invest  $1,000,000,  for which we were to issue
shares of preferred stock which were convertible into 3,000,000 shares of common
stock.  In December 2001,  Finx invested  $250,000 and received  preferred stock
convertible  into 750,000  shares of common stock.  In March 2002, the agreement
was  terminated,  Finx  returned  to us  4,000,000  shares of common  stock,  we
returned  to Finx the  2,500,000  shares  of Finx  common  stock  and all of the
preferred stock which was issued and issuable pursuant to the November agreement
was  cancelled.  The net effect of the  transaction  was the  issuance  by us of
1,000,000  shares  of  common  stock  to  designees  of Finx for  $250,000.  The
1,000,000 shares are held by designees of Finx,  including Mr. Lewis S. Schiller
and members of his family.  Mr. Schiller was our chief  executive  officer and a
director from December 2001 until March 2002.


<PAGE>  11

Item 6.  Selected Financial Data.

                             TRANS GLOBAL SERVICES, INC.
                              SELECTED FINANCIAL DATA
                        (In thousands, except per share amounts)

Set forth below is selected  financial  data with respect to the Company for the
years ended December 31, 2001, 2000, 1999, 1998,and 1997. The selected financial
data for the years ended December 31, 2001, 2000 and 1999 have been derived from
the financial statements which appear elsewhere in this Report. The data for the
years  ended  December  31,  1998 and 1997 have been  derived  from our  audited
financial  statements which are not included in this report. This data should be
read in conjunction with the financial statements of the Company and the related
notes which are included elsewhere in this Report.

Statement of Operations Data:
------------------------------
                                 Year Ended December 31,

                     -------------------------------------------------------
<TABLE>
<CAPTION>
<S>                               <C>          <C>        <C>       <C>       <C>

                                     2001        2000        1999       1998     1997
 Revenue                          $ 27,127    $ 23,325    $ 36,015   $67,244  $75,725
Net (loss)income                    (1,816)     (1,923)    ( 1,853)      805    1,023
Net (loss)income per share
of common stock (basic)             (  .54)     (  .67)    (   .61)      .21      .27
Weighted average number of
shares of common stock
outstanding                          3,387       2,861       3,048     3,820    3,820
Net (loss) income per
share of common
stock (diluted)                     (  .54)      ( .67)     (  .61)      .21      .26
Weighted average number of
shares of common stock
outstanding                          3,387       2,861       3,048     3,831    3,889

</TABLE>

Balance Sheet Data:
                                                      December 31,
                        -----------------------------------------------------
                              2001      2000      1999        1998      1997
Working capital
(deficiency)                 $ (365)  $  102   $(  156)     $  972    $  257
Total assets                  3,898    4,794     7,365      12,597    13,942
Total liabilities             2,616    1,960     2,818       3,630     5,943
Accumulated deficit          (9,551)  (7,735)   (5,813)     (3,959)   (4,765)
Stockholders' equity          1,282    2,834     4,547       8,967     7,999














<PAGE> 12
Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.

Results of Operations

Years ended December 31, 2001, 2000, and 1999

Revenue from technical  temporary  staffing services is based on the hourly cost
of payroll plus a percentage.  The success of our business is dependent upon our
ability to generate sufficient revenue to enable us to cover our fixed costs and
other operating expenses, and to reduce our variable costs. Under our agreements
with our clients,  we are required to pay our employees  and pay all  applicable
Federal and state  withholding and payroll taxes prior to the receipt of payment
from the clients.  Furthermore, our payments from our clients are based upon the
hourly  rate paid to the  employee,  without  regard to when  payroll  taxes are
payable with respect to the employee.

Accordingly, our cost of services are greater during the first part of the year,
when Federal  Social  Security taxes and state  unemployment  and related taxes,
which are based on a specific level of  compensation,  are due.  Thus,  until we
satisfy  our  payroll tax  obligations,  we will have a lower gross  margin than
after  such  obligations  are  satisfied.  Furthermore,  to the  extent  that we
experience  turnover in employees,  our gross margin will be adversely affected.
For example,  in 2001, Social Security taxes are payable on the first $80,400 of
compensation.  Once  that  level of  compensation  is paid with  respect  to any
employee,  there is no further requirement for us to pay Social Security tax for
such employee.  Since many of our employees  receive  compensation  in excess of
that amount,  our costs with respect to any  employee are  significantly  higher
during the period when we are required to pay Social  Security  taxes than it is
after such taxes have been paid.

Our revenue is derived  principally from the aircraft and aerospace  industries.
In 2001 revenue totaled approximately $27 million. This reflected an increase of
16.3% from the revenue in 2000. In 2000 we experienced a 35.2% decrease from the
revenue in 1999.  The changes  over the past two years  continues to be directly
related to the  fluctuations  in the aircraft and aerospace  industries  and the
continuing  delay of requests for  personnel by the  multi-national  fortune 500
clients we serve. During 2001, approximately $20 million, or 74% of our revenue,
was generated from our four largest  clients,  Lockheed-Martin,  Bell Helicopter
Textron,   The  Boeing   Companies  and  Gulfstream   Aerospace.   During  2000,
approximately  $15.6  million,  or 67% of our revenue was derived  from our four
largest clients, Lockheed-Martin,  Bell Helicopter Textron, The Boeing Companies
and Gulfstream  Aerospace.  In 1999,  approximately $17 million,  or 47%, of our
revenue was derived from our three largest clients, Boeing,  Lockheed-Martin and
Northrop-Grumman,  and 69.5% of our revenue was  generated  from our six largest
clients.  The  fluctuation  in  business  from these  clients has had a material
impact on our  business.  In the first quarter of 2002,  we are  experiencing  a
moderate decrease in revenue compared to the fourth quarter of 2001.

In the first quarter of 2002, Boeing advised us that it is no longer engaging us
for new  assignments,  although it is  continuing to use us for personnel who we
have already placed with Boeing.  Since Boeing was one of our largest clients in
each of the past four years,  the loss of  potential  new  business  from Boeing
could have an adverse effect upon our ongoing  business.  We believe this action
by  Boeing  is  based  on our  financial  condition  and our  failure  to  raise
additional  funding.  We cannot assure you that other clients will not reduce or
discontinue our services for the same reason.




<PAGE> 13
Item 7. Management's  Discussion and Analysis of Financial Condition and
        Results of Operations [Continued].

Our gross  margins were 8.9% for 2001,  10.1% for 2000,  and 8.2% for 1999.  The
decrease in the gross margin from 2000 to 2001  reflects the loss of some of our
higher gross margin  business.  The increased gross margin from 1999 to 2000 can
be attributed  to the  reduction in business  with some of the  Company's  lower
margin aircraft and aerospace clients combined with a slight increase in revenue
from clients in other industries.

Selling,  general and administrative  expenses in 2001,  decreased by 11.9% from
2000 which was a decrease of 21.6% from those expenses in 1999 excluding related
party expenses.  Selling,  general and administrative expenses were $2.8 million
in 2001,  $3.2  million in 2000 and $4.1 million in 1999.  The decline  reflects
principally  the  effects of our cost  reduction  programs  necessitated  by the
significant drop in revenue.

In 2001 we wrote off goodwill of approximately $581,000, related to the purchase
of  our  major  subsidiary  in  1994,  and  we  increased  our  amortization  of
intangibles by approximately  $210,000 to reflect a decrease in the value of our
customer lists, reflecting in part the action taken by the Boeing Company in not
engaging us in new assignments.

As a result of the  decrease in gross profit in 2001 and the decrease in revenue
and gross  profit in 2000,  our gross  profit  was not  sufficient  to cover our
selling, general and administrative  expenses,  resulting in operating losses of
$1.3 million in 2001 and $1.1 million in 2000.

Interest  expense  for 2001,  which was  $312,000,  decreased  by  approximately
$160,000,  or 33%,  over interest  expenses of $472,000 for 2000.  Approximately
$210,000 of the interest  expense in 2000 is attributable to the amortization of
non-cash  debt finance  costs  associated  with the 575,000  warrants  issued in
January 2000 in  connection  with the $1.0 million of debt  financing  raised at
that time.  Exclusive of this  non-cash  debt  finance  cost,  interest  expense
increased by approximately $50,000 over that of 2000 due to increased borrowings
and higher  rates  charged by our  current  asset-based  lender  pursuant to the
credit agreement (effective October,  2001). Interest expense for 2000 increased
by 83% from $257,000 in 1999 primarily as a result of the $210,000 non-cash debt
financed cost.

Interest  and other  income  decreased by  approximately  $195,000 in 2001,  due
primarily to the collection in 2000 of the note issued by Arc Networks. Interest
and other income increased by  approximately  $130,000 in 2000 compared to 1999.
Approximately  $80,000  of this  increase  is  attributable  to fees paid by Arc
Networks in connection with our agreement to extend the Arc Networks' note.

Our net loss before  income taxes was $1.8 million in 2001  compared  with a net
loss before  income  taxes of $1.4  million in 2000 and net loss  before  income
taxes of $1.6  million for 1999.  In 2001 the net loss was $1.8  million or $.54
per share (basic and diluted),  in 2000 our net loss was $1.9  million,  or $.67
per share (basic and  diluted),  and in 1999 the net loss was $1.9  million,  or
$.61 per share (basic and diluted).

Revenue has decreased in the first  quarter of 2002,  and we continue to operate
at a loss.  We  anticipate  that we will  incur a loss at least  into the  third
quarter of 2002. We can not predict when or whether we will operate profitably.

Liquidity and Capital Resources

At December 31, 2001,  we had a deficiency in working  capital of $365,000.  Our
working capital is barely  sufficient to meet our most immediate  needs, and our
failure to increase our working capital is impairing our ability to continue our
operations.

<PAGE> 14

Item 7. Management's  Discussion and Analysis of Financial Condition and
        Results of Operations [Continued].

During 2001, our operations utilized cash flow of $996,000. Our principal source
of cash during 2001 was our credit  facility with our asset-based  lender.  This
facility  expires,  unless  renewed,  in October 2002. In addition,  in December
2001, we received $250,000 from the private sale of securities.

Pursuant  to our  credit  agreement,  we can  borrow up to 85% of our  qualified
accounts  receivables at an interest rate of prime plus 2.5% and a fee of .7% of
the receivables  financed.  The maximum  availability on the credit agreement is
$2.5 million.  The maximum  available under our borrowing formula was $1,621,000
at December 31, 2001 and $1,638,000 at February 28, 2002. We will not be able to
continue  in  operations  if we are not able to extend  or  replace  our  credit
agreement.

Because of our present stock price,  it is highly  unlikely that we will be able
to raise funds  through  the sale of our equity  securities,  and our  financial
condition prevents us from issuing debt securities.

We will consider a merger or an acquisition if we believe that the company would
provide us with adequate  financial  resources.  Any such  transaction will most
likely  result  in  a  change  of  control  and  substantial   dilution  to  our
stockholders. Although we have engaged in negotiations in the past, none of such
negotiations have resulted in an agreement.

Financial  Reporting Release No. 60, which was recently issued by the Securities
and Exchange  Commission  ("SEC"),  requires all registrants to discuss critical
accounting policies or methods used in the preparation of financial  statements.
Note 2 to the  consolidated  financial  statements  includes  a  summary  of the
significant  accounting  policies  and methods  used in the  preparation  of the
Company's consolidated financial statements.  In the opinion of management,  the
Company does not have any individual  accounting policy which is critical to the
preparation of its consolidated  financial  statements.  In most instances,  the
Company must use an accounting policy or method because it is the only policy or
method permitted under accounting principles generally accepted in the
United States of America ("U.S. GAAP").

Item 7A.   Quantitative and Qualitative Disclosure About Market Risk.
           Not Applicable.


Item 8. Financial Statements.

The Financial Statements begin on Page F-1.



Item 9. Changes In and Disagreements With Accountants on Accounting and
        Financial Disclosure.

        None









<PAGE> 15
PART III

Item 10.  Directors and Executive Officers of the Company

The following table sets forth certain information concerning the directors and
the executive officers of the Company as of March 31, 2002:

Name                       Age             Position with the Company

Joseph G. Sicinski         70    President, Chief Executive Officer and
                                 director
Joseph E. Link             60    Chief Financial Officer, Secretary, Treasurer
                                 and director

Mr. Joseph G. Sicinski has been  president and a director of the Company and its
predecessor  since  September 1992 and our chief  executive  officer since April
1998. For more than eight years prior  thereto,  he was executive vice president
of corporate  marketing for  Interglobal  Technical  Services,  Inc.,  which was
engaged in providing technical temporary staffing services. Mr. Sicinski is also
a director of Netsmart Technologies,  Inc., a publicly-held company that markets
medical information systems.

Mr. Joseph E. Link has been chief financial  officer,  secretary,  and treasurer
since  February  2002 and a director  since March 2002.  From 1995 to  February,
2002,  Mr. Link was director of mergers and  acquisitions  and controller of the
Company.

In 1999, the board of directors created an audit committee. We no longer have an
audit committee following the resignations of our independent directors.

Directors  are  elected for a term of one year.  During  2001 and 2000,  we paid
directors who are not also employees a fee of $500 per month.

None of the Company's officers and directors are related.

The Company's  Certificate of Incorporation  provides that to the fullest extent
provided by Delaware  law, a director  shall not be liable to the Company or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director.
The Certificate of Incorporation also contains broad indemnification provisions.
These  provisions do not affect the  liability of any director  under Federal or
applicable state securities laws.

On November 12, 2001,  just prior to the  November 15, 2001  agreement  with the
Finx Group, Messrs.  Edward D. Bright and James L. Conway resigned as directors.
In February 2002, Mr. Glen R. Charles resigned as a director and chief financial
officer.

Messrs.  Lewis S.  Schiller,  Lee  Wingeier  and Storm  Morgan  were  elected as
directors in December 2001, and Mr. Schiller was also elected as chief executive
officer at that time.  Messrs.  Wingeier and Morgan resigned in January 2002 and
Mr.  Schiller  resigned in March 2002 as part of the termination of the November
15, 2001  agreement with the Finx Group.  Mr.  Schiller owns more than 5% of our
common stock. Messrs. Wingeier, Morgan and Schiller did not file a Form 3.









<PAGE>  16

PART III Continued

Item 11.  Executive Compensation

Set forth below is information  with respect to compensation  paid or accrued by
us for 2001,  2000,and 1999 to our chief executive officer. No other officer had
compensation of $100,000 or more for 2001.

                           SUMMARY COMPENSATION TABLE
                         Annual Compensation   Long-Term
                                               Compensation        (Awards)
Name and Principal                             Restricted Stock  Options,SARS
  Position           Year   Salary    Bonus    Awards (Dollars)    (Number)

Joseph G. Sicinski,
 president and chief
 executive officer  2001   $266,847   --         --                  --
                    2000    268,038   --         --                  --
                    1999    265,957   --         --                  85,000

Mr. Lewis S. Schiller was chief  executive  officer from December 21, 2001 until
March 4, 2002, for which he received no compensation.

On January 10, 2001, the exercise price of the  outstanding  options held by our
officers,  directors and  employees,  including the options to purchase  368,333
shares at $.53 per share held by Mr.  Sicinski were repriced at $.125 per share,
which was the fair market value of our common  stock on that day. In  connection
with the  repricing,  we agreed that payment of the exercise price could be made
by issuance  of a  non-interest  bearing  non-recourse  promissory  note due the
earlier of January  2006 or the date the  shares are sold by the  employee.  The
shares are held by us as  security  for payment of the notes.  On  February  28,
2001,  Mr.  Sicinski  exercised his option to purchase  368,333 shares of common
stock at $.125 per share, for which he issued a promissory note in the principal
amount of  $46,041.63.  In January 2002, Mr.  Sicinski  applied a portion of his
accrued but unpaid salary to pay his note.

Employment Contracts,  Compensation Agreements and Termination of Employment and
Change in Control Arrangements

In October  1997,  Mr. Joseph G.  Sicinski  entered into a five-year  employment
agreement with us pursuant to which he received  minimum annual  compensation of
$260,000,  subject to an annual increase equal to the greater of the increase in
the cost of living  index or 5%. In March 1999,  the term of the  agreement  was
extended until  September 30, 2005. In addition,  Mr.  Sicinski is entitled to a
bonus of 5% of the Company's income before taxes,  all non-cash  adjustments and
all payments to our former  parent,  provided,  that his maximum  bonus does not
exceed  200%  of his  annual  salary.  We  also  provide  Mr.  Sicinski  with an
automobile  allowance for the use of his personal  automobile.  Mr.  Sicinski is
also  entitled  to  severance  payments  in the  event of a  termination  of his
employment following a change of control,  which would equal the greater of five
times his annual  compensation  or his  annual  compensation  multiplied  by the
number of years remaining in the term.








<PAGE> 17
Item 11.  Executive Compensation [Continued]

In June 2000,  Mr.  Sicinski  agreed to defer a portion of his salary until such
time as the board of directors of the Company shall  determine  that  sufficient
working capital is available to the Company to reinstate his agreed upon salary.
The amount shown in the Summary  Compensation Table reflects the reduced rate of
compensation for 2001 and 2000.

Option Exercises and Outstanding Options

The following  table sets forth  information  concerning the exercise of options
during 2001 and the year-end  value of options and warrants held by our officers
named in the Summary  Compensation Table. No stock appreciation rights have been
granted.

Aggregate Option Exercises in Last Year and Year-End Option Value

                                           Number of
                                           Securities        Value of
                                           Underlying        Unexercised In-
                                           Unexercised       the- Money
                                           Options at Fiscal Options at Fiscal
                                           Year End -1       Year End-2

                 Shares Acquired  Value    Exercisable/      Exercisable/
Name             Upon Exercise   Realized  Unexercisable     Unexercisable
----              -------------  --------  -------------     -------------
Joseph G. Sicinski      368,333   46,042        --/--          --/--

Options are  considered in the money if their  exercise  price was less than the
last  reported  sales price of our common stock on December 31, 2001,  which was
$.43 per share.

We have three long-term  incentive plans,  pursuant to which options to purchase
an  aggregate of 895,388  shares of common stock may be issued.  At December 31,
2001, we had issued on aggregate of 784,579 shares of common stock,  and 110,809
shares of common stock, were available for grant. At December 31, 2001,  options
to acquire 20,000 shares of stock were outstanding under the plans.

The board of  directors  or a stock  option  committee,  if  appointed,  has the
authority  to grant  the  following  types of  awards  under  the  option  plan:
incentive or non-qualified stock options; stock appreciation rights;  restricted
stock;  deferred stock;  stock purchase rights and/or other stock-based  awards.
The option  plans are  designed  to provide  us with broad  discretion  to grant
incentive  stock-based  rights. All officers,  including Mr. Joseph G. Sicinski,
who is also a director, are eligible for awards under the option plans. On April
1 of each year,  all outside  directors  are awarded  options to purchase  5,000
shares of common stock at the fair market value on that date.













<PAGE> 18

Item 11.  Executive Compensation [Continued]

Tax  consequences  of awards  provided under the option plans are dependent upon
the type of award  granted.  The grant of an  incentive or  non-qualified  stock
option does not result in any taxable  income to the  recipient  or deduction to
us. Upon  exercise of a  non-qualified  stock option,  the recipient  recognizes
income  in the  amount by which the fair  market  value on the date of  exercise
exceeds the exercise  price of the option,  and we receive a  corresponding  tax
deduction.  In the case of an incentive stock option, no income is recognized by
the  employee,  and no  deduction  is  available to us, if the stock issued upon
exercise  of the  option is not  transferred  within  two years from the date of
grant or one year from the date of exercise,  whichever  occurs later.  However,
the exercise of an incentive stock option may result in additional taxes through
the application of the alternative  minimum tax. In the event of a sale or other
disqualifying  transfer of stock  issued upon  exercise  of an  incentive  stock
option, the employee realizes income,  and we receive a tax deduction,  equal to
the amount by which the lesser of the fair market  value at the date of exercise
or the proceeds from the sale exceeds the exercise price.  The issuance of stock
pursuant to a stock grant results in taxable income to the recipient at the date
the rights to the stock  become  nonforfeitable,  and we receive a deduction  in
such  amount.  However,  if the  recipient  of the award  makes an  election  in
accordance with the Internal Revenue Code of 1986, as amended, the amount of his
or her income is based on the fair market value on the date of grant rather than
the  fair  market  value  on the date the  rights  become  nonforfeitable.  When
compensation is to be recognized by the employee,  appropriate  arrangements may
be made with respect to the payment of withholding tax.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

Set forth below is  information  as of March 19, 2002 as to our chief  executive
officer,  each  director,  each person owning of record or known by us, based on
information  provided  to  the  Company  by  the  persons  named  below,  to own
beneficially at least 5% of the Company's  Common Stock and for all officers and
directors as a group.

                                                       Percent of Outstanding
Name and Address                    Shares             Common Stock
--------------------              ----------          -----------------------

Joseph G. Sicinski
1393 Veterans Memorial Hwy.
Hauppauge, NY 11788                  626,666                 11.4%

Lewis S. Schiller
21634 Club Vista Terrace
Boca Raton, FL 33433                 562,500                 10.3%

All directors and officers
as a group (two individuals)         646,666                 11.8%


The  shares  owned by Mr.  Schiller,  the former  chief  executive  officer  and
director of the Company,  include  62,500 shares which are owned by his wife, as
to which he disclaims beneficial ownership.







PAGE  19


Item 13. Certain Relationships and Related Transactions

Pursuant to an agreement dated November 15, 2001, we issued  5,000,000 shares of
common  stock to The Finx  Group,  Finx issued  2,500,000  shares of Finx common
stock to us, and Finx  agreed to invest  $1,000,000,  for which we were to issue
shares of preferred stock which were convertible into 3,000,000 shares of common
stock.  In December 2001,  Finx invested  $250,000 and received  preferred stock
convertible  into 750,000  shares of common stock.  In March 2002, the agreement
was  terminated,  Finx  returned  to us  4,000,000  shares of common  stock,  we
returned  to Finx the  2,500,000  shares  of Finx  common  stock  and all of the
preferred  stock which was issued or  issuable  pursuant  to the  November  2001
agreement was cancelled.  The net effect of the  transaction was the issuance by
us of 1,000,000  shares of common stock to designees of Finx for  $250,000.  The
1,000,000 shares are held by designees of Finx,  including Mr. Lewis S. Schiller
and members of his family.  Mr. Schiller was our chief  executive  officer and a
director from December 2001 until March 2002.

In connection with the Finx agreement, in December 2001, we elected Mr. Lewis S.
Schiller as chief executive officer and a director, and Messrs. Lee Wingeier and
Storm Morgan as directors. Messrs. Wingeier and Morgan resigned in January 2002.
Mr. Schiller resigned in March 2002 in connection with the termination agreement
with Finx. We exchanged mutual releases with Mr. Schiller.

On November 12, 2001,  just prior to the  November 15, 2001  agreement  with the
Finx Group, Messrs.  Edward D. Bright and James L. Conway resigned as directors.
We exchanged mutual releases with them.






























<PAGE> 20
                                     PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a)     Financial Statements.

The following financial statements are filed as part of this Form 10-K:

Trans Global Services, Inc. and Subsidiaries

Report of Independent Certified Public Accountants
Consolidated Balance Sheets as of December 31, 2001 and 2000
Consolidated  Statements of Operations for the years ended December 31, 2001,
 2000 and 1999
Consolidated  Statements of Changes in  Stockholders' Equity for the years
 ended  December 31, 2001,  2000 and 1999
Consolidated  Statements  of Cash Flows for the years ended  December  31, 2001,
2000 and 1999

Notes to Financial Statements

(b)     Financial Statement Schedules.
    None

(c)     Exhibits

3.1 - (1)  Restated Certificate of Incorporation.
3.2 - (2)  By-Laws.
10.1- (3)  Employment agreement dated October 15, 1997, between the Company and
           Joseph G. Sicinski, as amended.
10.2 -(4)  1995 Long-Term Incentive Plan.
10.3 -(5)  1998 Long-Term Incentive Plan
10.4 -(6)  1999 Long-Term Incentive Plan.
10.5 -(2)  Form of Series A Common Stock Purchase Warrants.
10.7       Credit Agreement dated June 7, 2000 between the Company and
           Sterling National Bank
10.8 -(8)  Credit Agreement dated October 16, 2001 between the Company and Metro
           Factors.

10.9      Agreement dated November 15, 2001 between the Company and The Finx
          Group, Inc.
10.10     Termination agreement dated March 7, 2002 between the Company and
          The Finx Group, Inc.
10.11 -(7)2002 Non-Qualified Stock Option Plan.

21.1  -(3)Subsidiaries of the Registrant
24.1      Consent of Moore Stephens, P.C.
25.1      Powers of attorney (See Signature Page).












<PAGE> 21

Part IV [Continued]



1. Filed as an exhibit to the Company's registration statement on Form S-1,
   File No. 333-14289, and incorporated herein by reference.
2. Filed as an exhibit to the Company's Annual Report on Form 10-KSB for the
   year ended December 31, 1995 and incorporated herein by reference.
3. Filed as an exhibit to the Company's Annual Report on Form 10-K for the year
   ended December 31, 1999 and incorporated herein by reference.
4. Filed as an exhibit to the Company's definitive proxy statement for its
   special meeting of stockholders for November 1996 and incorporated herein by
   reference.
5. Filed as an exhibit to the Company's  definitive proxy statement for its
   1998 annual  meeting of  stockholders  for  August  1998 and  incorporated
   herein by reference.
6. Filed as an exhibit to the Company's definitive proxy statement for its 2000
   annual meeting of stockholders held in May 2000 and incorporated herein by
   reference.
7. Filed as an exhibit to the Company's registration statement on Form S-8, File
   No. 333-81792 and incorporated herein by reference.
8. Filed as an exhibit to the Company's form 8k dated October 16, 2001, File No.
   000-23382 and incorporated herein by reference.


(d)  Reports on Form 8-K

     None
































<PAGE> 22

SIGNATURES


In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
as amended, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                           TRANS GLOBAL SERVICES, INC.


Date: March 29, 2002                   By:
                                           Joseph G. Sicinski
                                           President, Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this  report has been signed by the  following  persons on behalf of the Company
and in the capacities and on the dates  indicated.  Each person whose  signature
appears  below  hereby  authorizes  Joseph G.  Sicinski  as his true and  lawful
attorney-in-fact  and agent, with full power of substitution and  resubstitution
for him and in his name,  place and stead, in any and all capacities to sign any
and all  amendments  to this  report,  and to file the same,  with all  exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange Commission.


Signature                              Title                       Date




Joseph G. Sicinski       President, Chief Executive            March 29,   2002
                         Officer and Director
                         (Principal Executive Officer)

Joseph E. Link           Chief Financial Officer (Principal    March 29,   2002
                         Financial and Accounting Officer)
                         and Director





















<PAGE> 23


                          INDEX TO FINANCIAL STATEMENTS


TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES                     PAGE

Report of Independent Certified Public Accountants

Consolidated Balance Sheets as of December 31, 2001 and 2000      F-3

Consolidated Statements of Operations for the years ended
December 31, 2001, 2000 and 1999                                  F-5

Consolidated Statements of Changes in Stockholders' Equity
for the years ended December 31, 2001, 2000,and 1999              F-6

Consolidated Statements of Cash Flows for the years ended
December 31,  2001, 2000 and 1999                                 F-8

Notes to Consolidated Financial Statements                        F-11









































<PAGE> 24

                      INDEPENDENT AUDITOR'S REPORT

To the  Stockholders  and Board of  Directors  of Trans  Global  Services,  Inc.
Hauppauge, New York

We have audited the  accompanying  consolidated  balance  sheets of Trans Global
Services,  Inc. and its  subsidiaries as of December 31, 2001, and 2000, and the
related consolidated  statements of operations,  stockholders'  equity, and cash
flows for each of the three years in the period ended  December 31, 2001.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain reasonable  assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall  consolidated  financial  statement  presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated  financial position of Trans
Global Services, Inc. and its subsidiaries as of December 31, 2001 and 2000, and
the results of their operations and their cash flows for each of the three years
in the period ended December 31, 2001, in conformity with accounting  principles
generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that Trans Global Services,  Inc. will continue as a going concern. As discussed
in Note 3 to the  consolidated  financial  statements,  the Company has suffered
recurring  losses  from  operations,  has a working  capital  deficiency  and an
accumulated  deficit that raise substantial doubt about it's ability to continue
as a going  concern.  Management's  plans  in  regard  to that  matter  also are
described in Note 3. The  consolidated  financial  statements do not include any
adjustments that might result from the outcome of this uncertainty.


                                                   MOORE STEPHENS, P.C.
                                                   Certified Public Accountants

Cranford, New Jersey
February 23, 2002
(except as to Note 19, as to which
the date is March 7, 2002)













<PAGE> 25

TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

                                                           December 31,
                                                   2 0 0 1            2 0 0 0
Assets:
Current Assets:
Cash                                         $       58,695   $        58,463
Accounts Receivable - Net                         2,116,793         1,702,998
Note Receivable -i-engineering.com, Inc. - Net       22,448           225,451
Prepaid Expenses and Other Current Assets            52,781            75,199
                                                 ----------        ----------
Total Current Assets                              2,250,717         2,062,111
                                                 ----------         ---------
Property and Equipment - Net                         92,644           113,683
                                                 ----------         ---------
Other Assets:
Customer Lists                                    1,500,000         1,938,703
Goodwill - Net                                          -0-           629,816
Other Assets                                         54,922
49,864
                                                 ----------          --------
Total Other Assets                                1,554,922         2,618,383
                                                 ----------         ---------
Total Assets                                $     3,898,283   $     4,794,177
                                                 ==========        ==========

See Notes to Consolidated Financial Statements.















                                       F-3

















<PAGE> 26
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
                                                           December 31,
                                                   2 0 0 1           2 0 0 0


Liabilities and Stockholders' Equity:
Current Liabilities:
Accounts Payable and Accrued Expenses          $    506,065     $    465,981
Accrued Payroll and Related Taxes and Expenses      504,318          477,154
Loan Payable - Asset-Based Lender                 1,527,847          852,035
Notes Payable - Outside Investors                    77,819          165,000
                                                  ---------         --------
Total Current Liabilities                         2,616,049        1,960,170
                                                   ---------        --------

Commitments and Contingencies                           --               --
                                                  ---------        --------
Stockholders' Equity:

Common Stock $.01 Par Value, 25,000,000
Shares authorized. 2001: 5,854,295 issued
4,384,295 outstanding. 2000: 4,089,716
issued  2,619,716 outstanding                       58,543           40,897
Capital in Excess of Par Value                  13,837,173       13,499,281
Accumulated Deficit                             (9,551,077)      (7,735,359)
                                                ----------        ---------
                                                 4,344,639        5,804,819
                                                ----------        --------
Less:
Notes Receivable; Related Parties (Note 16)     (   91,593)              --
Treasury Stock, at cost(1,470,000 common shares)(2,970,812)      (2,970,812)
                                                ----------       ----------
Total Stockholders' Equity                       1,282,234        2,834,007
                                                ----------       ----------
Total Liabilities and Stockholders' Equity    $  3,898,283     $  4,794,177
                                               ===========      ===========




See Notes to Consolidated Financial Statements.





                                       F-4













<PAGE> 27
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
                                                Y e a r s   E n d e d
                                                D e c e m b e r  31,

                                        2 0 0 1        2 0 0 0       1 9 9 9

Revenue                            $  27,127,271  $  23,325,194  $ 36,015,273

Cost of Services Provided             24,713,967     20,975,439    33,048,393
                                    ----------      ----------     ----------
Gross Profit                           2,413,304      2,349,755     2,966,880
                                    ----------      ----------     ----------
Operating Expenses:
Selling, General and
Administrative Expenses                2,837,332      3,220,718     4,109,663
Amortization - Intangibles               273,528        273,528       273,528
Impairment Charge- Customer List         213,751            -0-           -0-
Write Off-Goodwill                       581,240            -0-           -0-
                                       ---------      ---------       -------
Total Operating Expenses               3,905,851      3,494,246     4,383,191
                                      ---------      ---------      ---------
Operating (Loss)                      (1,492,547)    (1,144,491)   (1,416,311)
                                      ---------      ---------      ---------
Other (Expenses)/ Income:
Interest Expense                        (311,674)      (471,544)     (257,039)
Interest Income                            6,997        110,036       119,708
Other (Expense)/ Income                 ( 18,494)        73,146      ( 67,389)
                                       ---------      --------        -------
Total Other Expenses - Net              (323,171)      (288,362)     (204,720)
                                       ---------      --------       --------
(Loss) before Income
Taxes                                 (1,815,718)    (1,432,853)   (1,621,031)
Income Taxes                                  --     (  490,000)   (  232,000)
                                       ---------        --------      --------
Net (Loss)                           $(1,815,718)   $(1,922,853) $ (1,853,031)
                                      =========     ===========   ===========

Basic and Diluted (Loss) Per Share   $     ( .54)   $      (.67) $       (.61)


Weighted Average Number of Shares
- Basic and Diluted                    3,386,733      2,860,700     3,047,798









See Notes to Consolidated Financial Statements
                                                                  F-5








<PAGE> 28
Trans Global Services, Inc. and Subsidiaries
Consolidated Statement of Stockholders' Equity

                                                   Shares            Amounts
Common Stock $.01 Par Value
Authorized 25,000,000 shares at
December 31, 1999, 2000, and 2001

Balance - December 31, 1998                       3,819,716       $    38,197
                                                  ---------         ---------
Balance - December 31, 1999                       3,819,716            38,197
Issuance of Shares to I-engineering.com, Inc.       270,000             2,700
                                                  ---------        ----------
Balance - December 31, 2000                       4,089,716            40,897
Exercise of Stock Options                           764,579             7,646
Issuance of Shares to the Finx Group, Inc.        1,000,000            10,000
                                                  ---------         ---------
Balance - December 31, 2001                       5,854,295       $    58,543
                                                  =========         =========
Capital in Excess of Par Value

Balance - December 31, 1998                                       $12,887,851
                                                                   ----------
Balance - December 31, 1999                                        12,887,851
Issuance of Below Market Warrants                                     210,000
Issuance of Shares of Common Stock to I-engineering.com, Inc.         326,430
Purchase of Treasury Stock                                             75,000
                                                                   ----------
Balance - December 31, 2000                                        13,499,281
Variable Price Options                                                  3,827
Cost of Warrants Issued for Professional Services                       6,139
Exercise of Stock Options                                              87,926
Issuance of Common Stock to The Finx Group, Inc.                      240,000
                                                                  -----------
Balance - December 31, 2001                                       $13,837,173
                                                                   ==========
Notes Receivable

Notes Receivable from Exercise of Stock Options                  $ (  91,593)
                                                                    ---------
Balance - December 31, 2001                                      $ (  91,593)
                                                                   ==========
See Notes to Consolidated Financial Statements











                                      F-6




<PAGE>  29
Trans Global Services, Inc. and Subsidiaries
Consolidated Statement of Stockholders' Equity


Accumulated Deficit

Balance - December 31, 1998                                      $(3,959,475)
Net (Loss)                                                        (1,853,031)
                                                                  -----------
Balance - December 31, 1999                                      $(5,812,506)
Net (Loss)                                                        (1,922,853)
                                                                  -----------
Balance - December 31, 2000                                       (7,735,359)
Net Loss                                                          (1,815,718)
                                                                  ----------
Balance - December 31, 2001                                      $(9,551,077)
                                                                  ===========
Treasury Stock

Purchase of treasury stock - 1999                  1,150,000     $(2,566,682)
                                                   ---------     -----------
Balance  December 31, 1999                         1,150,000     $(2,566,682)
Purchase of treasury stock - 2000                    320,000      (  404,130)
                                                   ---------     ------------
Balance - December 31, 2000                        1,470,000     $(2,970,812)
                                                   ---------      -----------
Balance - December 31, 2001                        1,470,000     $(2,970,812)
                                                   =========      ===========
Total Stockholders' Equity

Balance - December 31, 1998                                      $ 8,966,573
Purchase of treasury stock                                        (2,566,682)
Net Loss for the Year Ended December 31, 1999                     (1,853,031)
                                                                   ----------
Balance - December 31, 1999                                      $ 4,546,860
Issuance of below market warrants                                    210,000
Issuance of shares of Common Stock - i-engineering.com, Inc.         329,130
Purchase of treasury stock - i-engineering.com, Inc.                (329,130)
Net Loss for the Year Ended December 31, 2000                     (1,922,853)
                                                                   ----------
Balance - December 31, 2000                                      $ 2,834,007
Adjustment - Variable Price Options                                    3,827
Cost of Warrants Issued for Professional Services                      6,139
Exercise of Stock Options                                             95,572
Issuance of Common Stock - The Finx Group, Inc.                      250,000
Notes Receivable from Exercised Stock Options                        (91,593)
Net Loss for the Year Ended December 31, 2001                     (1,815,718)
                                                                   ----------
Balance - December 31, 2001                                      $ 1,282,234
                                                                   ==========




See Notes to Consolidated Financial Statements
                                                                  F-7




<PAGE>  30
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                 Y e a r s   E n d e d
                                                  D e c e m b e r  31,
                                            2 0 0 1       2 0 0 0     1 9 9 9

Operating Activities:
Net (Loss)                              $(1,815,718)$(1,922,853) $(1,853,031)
Adjustments to Reconcile Net (Loss)
to Net Cash (Used In) Provided By
Operations:
Depreciation and Amortization               552,873     344,194      345,921
Write off of Goodwill                       581,240         -0-          -0-
Change in market value  of variable
price stock options                           3,827         -0-          -0-
Cost of Warrants Issued for Professional
Services                                      6,139         -0-          -0-
Deferred Acquisition Costs                      -0-         -0-      235,560
Debt Issuance Costs                             -0-     210,000          -0-
Deferred Loan Costs                             -0-         -0-       82,266
Deferred Income Taxes                           -0-     490,000      232,000
Changes in Operating Assets and Liabilities:
(Increase) Decrease in Assets:
Accounts Receivable-Net                    (413,795)    815,345    1,404,500
Loan Receivable - Officer                       -0-         -0-        5,000
Prepaid Expenses and Other
Current Assets                               22,418      25,666      113,458
Increase (Decrease) in Liabilities:
Accounts Payable and Accrued
Expenses                                     40,084      63,246       88,110
Accrued Payroll and Related
Taxes and Expenses                           27,164     117,859     (169,279)
Accrued Income Taxes Payable                    -0-         -0-     ( 13,496)
                                           ---------   ----------    --------
Total Adjustments                           819,950   2,066,310    2,324,040
                                         -----------   ---------   ----------
Net Cash -  Operating Activities         (  995,768)    143,457      471,009
                                          ----------   ---------   ----------











See Notes to Consolidated Financial Statements.


                                       F-8




<PAGE> 31
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                 Y e a r s   E n d e d
                                                  D e c e m b e r  31,
                                       2 0 0 1         2 0 0 0         1 9 9 9

Net Cash -
Operating Activities Forwarded     $ (995,768)    $  143,457      $  471,009

Investing Activities:
Capital Expenditures                  (44,555)      (21,529)         (64,090)
Repayments from Arc Networks              -0-     1,171,673          117,410
Note Receivable i-engineering.com         -0-     ( 500,000)             -0-
Repayments from i-engineeing.com      203,003       274,549              -0-
Other, net                           (  5,058)    (  13,491)           5,034
Investment in Preferred Stock
of Affiliate                              -0-           -0-        (   3,500)
                                     --------         --------       --------
Net Cash -  Investing Activities       153,390       911,202          54,854
                                    ----------     -----------       --------
Financing Activities:
Net Advances From (Payments To)
Asset-Based Lender                     675,812    (1,204,337)      ( 590,872)
Proceeds from Sale of Common Stock     250,000           -0-             -0-
Note Payable -Outside Investors            -0-     1,000,000             -0-
Repayment of Notes Payable
-Outside Investors                   (  87,181)   (  835,000)            -0-
Repayment of Note Payable                  -0-           -0-       ( 126,767)
Exercise of Stock Options                3,979           -0-             -0-
                                      ---------      ---------     ----------
Net Cash -
Financing Activities                   842,610    (1,039,337)      ( 717,639)
                                      --------     ---------        --------
Net Increase (Decrease)in Cash             232        15,322       ( 191,776)
Cash - Beginning of Year                58,463        43,141         234,917
                                      --------     ---------        --------
Cash - End of Year               $      58,695    $   58,463   $      43,141
                                   ===========     ===========    ===========

Supplemental Disclosures of Cash
Flow Information:
Interest                         $     302,466    $  244,741   $     257,039
Income Taxes                     $         -0-    $      -0-   $         -0-


Supplementary  Disclosure of Non Cash Investing and Financing  Activities during
the three years ended December 31, 2001.



See Notes to Consolidated Financial Statements.

                                                                  F-9






<PAGE>  32

TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

On October 31,  2001,  the Company  issued  warrants to purchase an aggregate of
50,000  shares of the  Company's  common stock at $.125 per share as part of the
fee for the performance of certain professional services. The Company incurred a
charge of $6,139,  which  charge has been  credited  to capital in excess of par
value.

In the first  quarter of 2001,  in exchange  for $95,572 of  non-recourse  notes
receivable  the Company  issued 764,597 shares of common stock upon the exercise
of  stock  options.  At  December  31,  2001,  $3,979  of these  notes  had been
collected.

In  connection  with the issuance in January 2000 of  subordinated  notes in the
principal amount of $1,000,000,  the Company issued warrants to purchase 250,000
shares of the  Company's  common  stock at $.35 per share to the  investors.  In
addition,  the  Company  issued  warrants  to  purchase  300,000  shares  of the
Company's  common  stock at $.35 per share to the  placement  agent  and  25,000
shares to a  director  for  services  relating  to the  financing.  The  Company
incurred  a charge of  $210,000.  This  charge has been  credited  to capital in
excess of par value.  The Company  used  $500,000 of the proceeds of the loan to
make a loan to  i-engineering.com,  as described in Note 6 of Notes to Financial
Statements,  and the Company agreed to transfer to the lenders 10% of the shares
of i- engineering.com, which it acquired.

On May 3,  1999,  the  Company  acquired  1,150,000  shares of  Common  Stock in
exchange for the Investment in Preferred  Stock of an Affiliate,  which was held
by the  Company  in the  amount  of  $2,240,730,  and a  reduction  in Due  from
Affiliates in the amount of $325,952.























                                                                 F-10




<PAGE> 33
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

[1] Basis of Presentation

Trans  Global  Services,  Inc.  (the  "Company" or "Trans  Global"),  a Delaware
corporation,  operates through three  subsidiaries,  Avionics Research Holdings,
Inc.,  ["Holdings"],   Resource  Management  International,  Inc.  ["RMI"],  and
Truecom,  Inc.  ("Truecom").  The  Company  is engaged  in  providing  technical
temporary  staffing  services  throughout the United States,  principally in the
aircraft and aerospace industries.

[2] Summary of Significant Accounting Policies

Principles of Consolidation - The consolidated  financial statements include the
accounts of Trans Global Services,  Inc. and its subsidiaries.  All intercompany
transactions have been eliminated in consolidation.

Cash and Cash Equivalents - The Company considers all highly liquid  instruments
purchased with a maturity of three months or less to be cash equivalents.  There
were no cash equivalents at December 31, 2001 and 2000.

Prepaid Expenses and Other Current Assets - Prepaid expenses  primarily  consist
of approximately  $53,000 and $71,000 of prepaid  insurance at December 31, 2001
and 2000, respectively.

Property  and  Equipment  -  Property  and  Equipment  are  stated  at cost less
accumulated  depreciation  and  amortization.  Depreciation and amortization are
computed using  straight-line and accelerated  methods over the estimated useful
lives of the  respective  assets.  Amortization  of  leasehold  improvements  is
provided using the straight-line method over the term of the respective lease or
the useful life of the asset,  whichever period is less.  Estimated useful lives
range from 3 to 5 years as follows:

Furniture and Fixtures                  3 - 5   years
Leasehold Improvements                      5   years
Equipment                               3 - 5   years


Expenditures  for  maintenance  and repairs,  which do not improve or extend the
life of the  respective  assets are expensed  currently  while major repairs are
capitalized.










                                         F-11








<PAGE> 34
TRANS GLOBAL SERVICES, INC. AND SUBSIDIAIRES
NOTES TO FINANCIAL STATEMENTS

Deferred  Acquisition  Costs  -  Deferred  acquisition  costs  represent  legal,
accounting and other costs associated with the planned business  acquisitions by
the  Company.  Since  these  acquisitions  were not  completed  those costs were
expensed at December 31, 1999.

Revenue Recognition - The Company records revenue as services are provided.

Stock Options and Similar  Equity  Instruments - On January 1, 1996, the Company
adopted  the  disclosure  requirements  of  Statement  of  Financial  Accounting
Standards ["SFAS"] No. 123, "Accounting for Stock-Based Compensation," for stock
options and  similar  equity  instruments  [collectively,  "Options"]  issued to
employees, however, the Company will continue to apply the intrinsic value based
method of accounting  for Options  issued to employees  prescribed by Accounting
Principles  Board  ["APB"]  Opinion  No.  25,  "Accounting  for Stock  Issued to
Employees"  rather than the fair value based method of accounting  prescribed by
SFAS No.123. SFAS No. 123 also applies to transactions in which an entity issues
its equity  instruments to acquire goods or services from non- employees.  Those
transactions  must be accounted for based on the fair value of the consideration
received or the fair value of the equity instruments  issued,  whichever is more
reliably measurable.

Income  Taxes - The  Company  accounts  for income  taxes  under  SFAS No.  109,
"Accounting  for Income  Taxes."  Under SFAS No.  109,  the asset and  liability
method  is used to  determine  deferred  tax  assets  and  liabilities  based on
differences  between financial reporting and tax basis of assets and liabilities
and are  measured  using the  enacted  tax rates and laws that will be in effect
when the differences are expected to reverse.

Earnings Per Share-  Earnings  per share of Common  Stock  reflects the weighted
average number of shares outstanding for each year.

The Financial Accounting  Standards Board has issued SFAS No.128,  "Earnings Per
Share," which is effective for financial  statements  issued for periods  ending
after December 15, 1997.  Accordingly,  earnings per share data in the financial
statements have been calculated in accordance with SFAS No. 128.












                                      F-12










<PAGE> 35
TRANS GLOBAL SERVICES, INC. and Subsidiaries
NOTES TO FINANCIAL STATEMENTS

SFAS No. 128 supercedes  APB Opinion  No.15,  "Earnings Per Share," and replaces
its primary earnings per share with a new basic earnings per share  representing
the amount of earnings  for the period  available  to each share of common stock
outstanding  during the  reporting  period.  SFAS  No.128  also  requires a dual
presentation  of  basic  and  diluted  earnings  per  share  on the  face of the
statement of  operations  for all  companies  with complex  capital  structures.
Diluted  earnings  per share  reflects  the  amount of  earnings  for the period
available to each share of common stock outstanding during the reporting period,
while giving effect to all dilutive  potential  shares of common stock that were
outstanding  during the period,  such as common stock that could result from the
potential exercise or conversion of securities into common stock.

The  computation  of diluted  earnings  per share  does not  assume  conversion,
exercise or contingent  issuance of securities  that would have an  antidulutive
effect on earnings  per share (i.e.  increasing  earnings  per share or reducing
loss per share).  The dilutive  effect of  outstanding  options and warrants and
their   equivalents  are  reflected  in  dilutive  earnings  per  share  by  the
application  of the treasury  stock method which  recognizes the use of proceeds
that could be obtained  upon the  exercise of options and  warrants in computing
diluted  earnings  per share.  It  assumes  that any  proceeds  would be used to
purchase common stock at the average market price during the period. Options and
warrants will have a dilutive  effect only when the average  market price of the
common  stock  during the period  exceeds the  exercise  price of the options or
warrants.

Securities  that could  potentially  dilute earnings per share in the future are
disclosed in Notes 15 and 16.

Impairment - The Company reviews certain long-lived  assets,  including goodwill
and other intangibles for impairment whenever events or changes in circumstances
indicate that the carrying amount of such assets may not be recoverable pursuant
to guidance  established  in SFAS No. 121,  "Accounting  for the  impairment  of
long-lived assets and for long-lived assets to be disposed of." [See Note 7]

Estimates - The preparation of financial statements in conformity with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.






                                      F-13










<PAGE> 36
TRANS GLOBAL SERVICES, INC. and Subsidiaries
NOTES TO FINANCIAL STATEMENTS

[2] Summary of Significant Accounting Policies [Continued]

Concentration  of Credit Risk - The Company  extends  credit to customers  which
results in accounts receivable arising from its normal business activities.  The
Company  does not require  collateral  or other  security  to support  financial
instruments subject to credit risk. It routinely assesses the financial strength
of its customers and believes that its accounts  receivable credit risk exposure
is limited.  Such  estimate of the financial  strength of such  customers may be
subject to change in the near term.  For each of the years  ended  December  31,
2001 and 2000, a significant  portion of the Company's  receivables were derived
from four customers [See Note 14].

Due to the nature of its operations,  the Company deposits,  on a monthly basis,
amounts in excess of the federally  insured limit in financial  institutions for
the payment of payroll  costs.  Such  amounts are  reduced  below the  federally
insured  limit as payroll  checks are  presented  for  payment.  Such  reduction
generally  occurs over three to four business  days.  At December 31, 2001,  the
Company had amounts on deposit  which  exceeded the  federally  insured limit by
approximately  $67,000.  The Company has not experienced any losses and believes
it is not exposed to any significant credit risk from cash and cash equivalents.

[3]  Going Concern

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles which contemplates  continuation of the
Company  as a  going  concern  and  realization  of  assets  and  settlement  of
liabilities and commitments in the normal course of business. For the year ended
December 31, 2001,  the Company has a loss from  operations,  a working  capital
deficiency of approximately  $365,000,  and an accumulated  deficit,  that raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management plans to seek additional financing through equity issuances,  mergers
and/or acquisitions  consistent with its original business plan, although it has
no  agreements  or  understandings  with  respect  to any  financing,  merger or
acquisition  and  it  may  not be  successful  in  securing  such  agreement  or
understanding.  The financial statements do not include any adjustments relating
to the  recoverability and classification of recorded assets, or the amounts and
classification  of liabilities  that might be necessary in the event the Company
cannot continue in existence.

 [4] Accounts Receivable and Loan Payable - Asset Based Lender

Receivables  are shown net of an allowance  for doubtful  accounts of $62,500 at
December 31, 2001 and 2000. On June 7, 2000 the Company  entered into a one year
revolving  credit agreement with an asset-based  lender.  Pursuant to the credit
agreement, the Company can borrow up to 85% of its qualified accounts receivable
at an interest rate of prime plus 2% with a minimum monthly interest of $12,000.
The maximum availability on the credit agreement is $2.5 million. The borrowings
are secured by a security  interest in all of the Company's  assets.  On July 3,
2001, the Company  received notice from its  asset-based  lender that the lender
would be  terminating  the credit  agreement  effective on August 31, 2001.  The
lender extended the agreement through October 31, 2001.


                                F-14




<PAGE> 37
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

On October 16, 2001, we entered into a one-year  asset-based  lending  agreement
with Metro Factors, Inc., which provides the Company with a maximum availability
of $2.5  million.  Funds can be advanced in an amount  equal to 85% of the total
face value of the eligible  accounts  receivables,  with the asset-based  lender
having  the  right  to  hold  in  reserve  15% of  the  outstanding  and  unpaid
receivables  financed.  The  interest  rate is equal to prime  plus  2.5% on the
borrowed funds plus a fee of .7% of the  receivables  financed.  The asset-based
lender has a security interest in all of the Company's assets including accounts
receivables,  contract rights,  personal property,  and fixtures.  This facility
replaced an agreement with the prior  asset-based  lender. At December 31, 2001,
borrowings were  approximately  $1,500,000.  At December 31, 2000 the borrowings
from the  Company's  prior  lender  amounted  to  $850,000.  The  interest  rate
(exclusive  of any fees)  payable by the Company at December  31, 2001 was 7.25%
and at December 31, 2000 and December 31, 1999 11.5% and 9.75% respectively.

 [5] Property and Equipment

Property and equipment at December 31, 2001 and 2000 is as follows:

                                               2 0 0 1     2 0 0 0
Equipment                                   $  504,956   $ 472,929
Furniture and Fixtures                         212,446     199,921
Leasehold Improvements                         100,510     100,510
                                             ---------    ---------
Totals - At Cost                               817,912     773,360
Less: Accumulated Depreciation                 725,268     659,677
                                             ---------    ---------
Totals                                      $   92,644   $ 113,683

Depreciation expense charged to operations was $65,594 in 2001, $70,666 in
2000 and $72,393 in 1999.

(6)  Note Receivable - i-engineering.com

On December 5, 2000 the Company  entered into an amendment to its agreement with
i-engineering.com, Inc. that provided for i-engineering.com to make a payment of
$50,000  on  January  2,  2001,  which was made,  with the  balance  of the note
extended until March 31, 2001. The Company  subsequently  entered into a further
amendment  whereby  i-engineering.com  would make a payment of $75,000 in April,
which payment was made. The remaining  principal  balance of the note,  together
with  interest and  additional  payments to  reimburse  the Company for expenses
resulting from the amended terms was to be paid as follows:  $75,000  payment by
May 31, 2001, $40,000 by July 2, 2001 and a final payment of $10,000 by July 31,
2001. The final two payments,  totaling  $50,000,have not yet been received.  At
December 31, 2001, the Note Receivable from I-engineering.com, Inc. is shown net
of an allowance of $27,552.

 [7] Intangibles

The Company acquired its major subsidiaries during 1994. As part of the purchase
agreements,  the Company acquired  customer lists and goodwill.  The intangible
assets  acquired and the related  amortization on the  straight-line  method are
summarized as follows:

                                                                 F-15


<PAGE>  38
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
<S>                 <C>      <C>        <C>        <C>          <C>         <C>

                                    Accumulated Amortization       Net of Amortization
                    Life                  December 31,                December 31,
                    Years    Cost       2001        2000              2001      2000
Customer Lists         15   $3,374,477  $1,660,726 $1,435,774    $1,713,751  $1,938,703
Goodwill- 2000         20    $ 971,623  $      -0- $  341,807    $      -0-  $  629,816
</TABLE>

Goodwill  represents the excess of the acquisition  costs over the fair value of
net  assets of  business  acquired.  Amortization  expense  is  calculated  on a
straight-line  basis over twenty years.  Customer  Lists  represent  listings of
customers  obtained  through  acquisitions  to which the  Company can market its
services.  Customer  Lists are recorded at cost and are amortized on a straight-
line basis over the estimated  useful life of fifteen years. The Company reviews
Goodwill and other intangibles to assess  recoverability  from future operations
using undiscounted cash flows. If the review indicates  impairment,  the Company
will incur a charge against operations to the extent that carrying value exceeds
fair value. Management has determined,  that there is no continuing market value
to the  goodwill  and has written  off the  balance of $581,240 at December  31,
2001.  Management has  determined  that the estimated fair value of the customer
lists was less than its carrying  value as of December 31, 2001,  due in part to
the action taken by the Boeing  Company in not  engaging us in new  assignments,
and has increased the amortization of intangibles by  approximately  $210,000 to
reflect the estimated fair value.

 [8] Related Party Transactions

Pursuant to an agreement  with  i-engineering.com,  Inc., the Company (i) loaned
$500,000 to  i-engineering.com on a short-term basis, (ii) issued 270,000 shares
of Common Stock to  i-engineering.com  and (iii) acquired a minority interest in
i-engineering.com. The value of this interest was determined by the market value
of the Company's shares exchanged which was $331,830.  Pursuant to the agreement
we  elected  the chief  executive  of  i-engineering.com  as a  director  of the
Company.

On December 5, 2000,  following the failure of  i-engineering.com,  Inc. to make
timely  payment of principal and interest in the  aggregate  amount of $223,951,
the Company entered into an agreement with i-engineering.com  pursuant to which,
among other things, the Company extended payment of the note, i- engineering.com
returned to us the 270,000 shares of Common Stock,  and the Company  returned to
i-engineering.com,  50% of the shares of i-  engineering.com  which it  received
(other  than shares  which are to be issued to the  holders of the  subordinated
notes in the principal amount of $1,000,000 (see Note 9)and placed the remaining
shares  in  escrow  pending  payment  by  i-engineering.com  of its notes to the
Company. As of the date of this report, there is approximately $50,000 still due
from i-engineering.com. Because of the financial condition of i-engineering.com,
the Company has valued the receivable at approximately $22,000 (See Note 6).

In  September  2000,  Arc  Networks,  which was  formerly  a  subsidiary  of the
Company's  former   controlling   stockholder,   The  Sagemark   Companies  Ltd.
("Sagemark"),  made payment in full on the 10%  promissory  note due the Company
August  21,  2003 in the  principal  amount of  $1,216,673,  (the  "Arc  Note").
Sagemark was formerly known as  Consolidated  Technology  Group Ltd. On December
31, 1999,  Arc Networks was in default on the Arc Note which was  guaranteed  by
Sagemark  and others.  In  February,  April and July 2000 the Company  agreed to
extend the  maturity  date in exchange for $80,000 and a transfer to the Company
of 50,000  shares of its  common  stock from  Sagemark.  This  transfer  reduced
Sagemark's
                                  F- 16





<PAGE>  39
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENT

holdings in the Company to 329,994,  or  approximately  11.4%.  At December  31,
2001, Sagemark owned  approximately  21,000 shares of the Company's common stock
and was not considered an affiliate of the Company.

On May 3, 1999, Sagemark, through a subsidiary,  transferred 1,150,000 shares of
the Company's  common stock to the Company in  consideration of the cancellation
of shares of Sagemarks Series G 2% Cumulative  Redeemable  Preferred Stock owned
by the Company,  including accrued dividends,  and certain other obligations due
to the Company.  The  transfer of the  1,150,000  shares to the Company  reduced
Sagemark's  holdings in the Company to 379,994 shares, or approximately 14.2% of
its outstanding common stock. Prior to the transfer, Sagemark owned 40.1% of the
Company's  outstanding  common  stock.  The  effect of this  transaction  is the
elimination of the investment in preferred  stock of affiliate and the reduction
of the amount due from affiliates by $325,952, and an increase in Treasury Stock
of  approximately  $2.6 million,  which resulted in a reduction in  stockholders
equity for the same amount.

 [9] Notes Payable

In January,  2000,  the Company  raised $1 million  through the  issuance of 10%
subordinated  promissory  notes  due July  2001 or  earlier  upon the  Company's
receipt of payment of the note from Arc  Networks,  Inc. At June 30,  2000,  the
unpaid  principal  balance  of the note from Arc  Networks  ("the Arc Note") was
$994,000. In connection with the subordinated notes, the Company issued warrants
to purchase  575,000  shares of the Company's  common stock at $.35 per share to
the  investors,  the placement  agent and others who assisted the Company in the
financing, including a director of the Company. The Company incurred a financing
charge of $210,000  which was  credited to paid in capital for the fair value of
the  warrants.  The  Company  also  agreed to transfer to the lenders 10% of its
equity interest in i-engineering.com  (See Notes 6 and 8). At December 31, 2001,
the unpaid balance of these notes,  including accrued interest, is approximately
$78,000.

[10] Income Taxes

Deferred  income taxes reflect the net tax effects of (a) temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts used for income tax purposes,  and (b)  operating  loss
carryforwards. The tax effects of significant items comprising the Company's net
deferred tax asset as of December 31, 2001 and 2000 are as follows:

                                                              December 31,
                                                           2001       2000

Deferred Tax Liabilities                               $    --      $     --
                                                        --------     --------
Deferred Tax Assets:
 Allowance for Doubtful Accounts not
  Currently Deductible                                    25,000      25,000
 Net Operating Loss Carryforwards                      2,696,000   2,320,000
                                                      ---------- -----------
Totals forward                                         2,721,000   2,345,000
                                  F-17


<PAGE> 40
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

Totals - Carryforward                                  2,721,000    2,345,000
Valuation Allowance                                   (2,721,000)  (2,345,000)
                                                     -----------  -----------
Net Deferred Tax Asset                                       -0-          -0-
Net Deferred Tax Asset - Current Portion                     -0-          -0-
                                                          ---------   ---------
Net Deferred Tax Asset - Non Current                     $   -0-    $     -0-

The  Company's  deferred  tax  asset  valuation  allowance  was  $2,721,000  and
$2,345,000  as of  December  31,  2001 and  2000,  respectively.  The  valuation
allowance  represents  the tax effects of net operating loss  carryforwards  and
other temporary  differences  which the Company does not expect to realize.  The
increase in the valuation  allowance amounted to $376,000 and $1,062,000 for the
years ended December 31, 2001 and 2000, respectively.


The current and deferred income tax components of the provision [benefit] for
income taxes consist of the following:
                                             Years Ended  December 31,
                                        2001              2000           1999
                                        -----             ----          -----
Current:
 Federal                            $     -0-      $       -0-      $     -0-
 State                                    -0-              -0-            -0-
Tax Benefit of Net Operating
 Loss Carryforwards                       -0-              -0-            -0-
                                       --------        -------        -------
Totals                              $     -0-      $       -0-      $     -0-

Deferred:
 Federal                            $     -0-      $    382,000    $  181,424
 State                                                  108,000        50,576
                                      ---------       ---------       -------
Totals                              $     -0-      $    490,000    $  232,000
                                      --------       ----------      --------
Totals                              $     -0-      $    490,000    $  232,000
                                     ==========      ==========      ========
A reconciliation of the federal statutory rate to the Company's effective tax
rate is as follows:
                                                  Years Ended December 31,
                                             2001            2000       1999
                                             ----            ----       ----
Federal Statutory Rate                       (34%)          (34%)       (34%)
State Income Taxes, net of
 federal tax                                 ( 7%)          ( 7%)       ( 7%)

Increase in valuation allowance                41%            75%         55%
                                            -----          -----       -----
Effective tax rate                            -0-            34%         14%
                                             =====         =====       =====

                                                                 F-18







<PAGE> 41
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS


The following summarizes the operating loss carryforwards by year of expiration:

                  Amount                 Expiration Date
                $   80,000               December 31, 2009
                 2,163,000               December 31, 2010
                   189,000               December 31, 2011
                   438,000               December 31, 2012
                 1,500,000               December 31, 2019
                 1,430,000               December 31, 2020
                   940,000               December 31, 2021
                 ---------
                $6,740,000
                ==========
Pursuant to Section  382 of the  Internal  Revenue  Code,  utilization  of these
losses may be limited if substantial changes in Company ownership were to occur.

 [11] Commitments

The Company  leases office space and several  office  machines  under  operating
leases which  expire in 2004.  The  following  is an analysis of future  minimum
lease commitments as of December 31, 2001:

2002                  $  95,970
2003                     27,960
2004                      1,120
                       --------
Total                 $ 125,050

Rent expense amounted to $231,693,  $208,717,  and $202,802, for the years ended
December 31, 2001, 2000, and 1999, respectively.

On February 1, 2002,  the Company  entered  into a ten year lease for the office
space used by the Company's New York and corporate operations. The minimum lease
commitment  for the next five years is as set forth  below.  In  addition to the
base rent,  the Company will also pay any increase in real estate taxes over the
base year that relate to the square footage occupied by the Company.

           2002 -$142,478              2005 -$172,136
           2003 -$160,482              2006 -$178,315
           2004 -$166,195        Thereafter -$996,688

The Company has an employment  agreement with its chief executive  officer which
expires in 2005. Pursuant to the agreement, the chief executive officer received
minimum annual compensation of $260,000,  subject to an annual increase equal to
the  greater  of the  increase  in the cost of  living  index or 5%.  The  chief
executive  officer is entitled to a bonus of 5% of the  Company's  income before
taxes,  as  defined,  up to a maximum  of 200% of his annual  salary.  The chief
executive  officer is also  entitled  to  severance  payments  in the event of a
termination of his employment  following a change of control,  which would equal
the  greater of five times his annual  compensation  or his annual  compensation
multiplied by the number of years remaining in the term.

                                    F-19




<PAGE>  42
TRANS GLOBAL SERVICES,INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS


In January 2000, we entered into a two year  consulting  agreement with Westwind
Holdings,  Inc.  to  provide  advisory  services  to  the  Company  specifically
concerning  strategic  planning,  mergers and  acquisitions,  public  relations,
raising  capital and other related  matters.  The Company  agreed to pay $10,000
each month for these services (See Note 20).

 [12] Contingencies

In November  1997,  an action was commenced in the Supreme Court of the State of
New York,  County of Suffolk,  by Ralph  Corace  against RMI seeking  damages of
approximately $1.1 million for an alleged breach of contract by the Company. Mr.
Corace was the president of Job Shop Technical  Services,  Inc.,  from which the
Company,  through a subsidiary,  purchased  assets in November  1994. We believe
that the action is without  merit,  we are  contesting  this  matter and we have
filed counterclaims against Mr. Corace.

Although the company is a party to certain legal  proceedings that have occurred
in  the  ordinary  course  of  business,  the  Company  does  not  believe  such
proceedings to be of a material nature with the exception of the above suit. Due
to the  uncertainties  in the  legal  process  it is  reasonably  possible  that
management's view of the outcome of this may change in the near term.

[13] Fair Value of Financial Instruments

Effective  December 31, 1995,  the Company  adopted SFAS No. 107, which requires
disclosing fair value to the extent practicable for financial  instruments which
are  recognized  or  unrecognized  in the balance  sheet.  The fair value of the
financial instruments disclosed therein is not necessarily representative of the
amount  that  could be  realized  or  settled,  nor does the fair  value  amount
consider the tax consequences or realization or settlement.

For certain  financial  instruments,  including cash,  notes  receivable,  trade
receivables and payables,  and short-term debt, it was assumed that the carrying
amount  approximated  fair  value  because of the near term  maturities  of such
obligations.

[14] Economic Dependency

In 2001, four customers  accounted for revenue of approximately $20 million,  or
74% of the Company's total revenue.  Accounts  receivable of $1,363,000 were due
from these  customers  collectively  at December 31, 2001.  In 2000,  these four
customers  accounted  for revenue of  approximately  $15.6 million or 67% of the
Company's total revenue.  Accounts  receivable of $1,050,000 were due from these
customers  collectively  at December 31,  2000.  In 1999,  those four  customers
accounted  for  approximately  $18.7  million,  or 55% of  the  Company's  total
revenue.  Accounts  receivable  of  $1,030,000  were  due from  these  customers
collectively at December 31, 1999.



                                   F-20












<PAGE>   43
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

                                             Revenues for the year
                                                ended December 31
                                       2001            2000          1999
Lockheed-Martin                      7,900,000      5,700,000      7,300,000
Bell Helicopter Textron              4,200,000      4,100,000      4,900,000
Boeing                               4,600,000      3,600,000      4,600,000
Gulfstream Aerospace                 3,300,000      2,200,000      2,960,000
                                     ---------     ----------     ----------
                                    20,000,000     15,600,000     19,700,000
[15] Stockholders Equity

At  December  31, 2001 and 2000,  the  authorized  capital  stock of the Company
consisted of 5,000,000  shares of preferred stock, par value $.01 per share, and
25,000,000  shares  of common  stock,  par value  $.01 per  share.  The Board of
Directors  has the right to create and to define  the  rights,  preferences  and
privileges of the holders of one or more series of Preferred Stock.

At December 31, 2001 and 2000,  no shares of any series of preferred  stock were
outstanding. (See Note 19)

At  December  31,  2001 and 2000 there were  outstanding  warrants  to  purchase
738,150 and 1,504,812  shares of Common Stock  respectively,  at prices  ranging
from $.125 - $21.00 per share.

A summary of warrant activity is as follows:

                                 2001                 2000               1999
                               Weighted             Weighted         Weighted
                               Average              Average          Average
                               Exercise             Exercise         Exercise

                      Shares     Price       Shares    Price     Shares   Price

Outstanding-Beginning
 of Years             1,504,812  $ 4.44     892,312  $ 8.64     901,485  $ 9.07
Granted or Sold
 during the years        50,000    0.125    612,500     .35          --     --
Cancelled during
 the years                --       --         --       --            --     --
Expired during
 the years             (816,662)   7.50       --       --        (9,173)   7.50
Exercised during
 the years                --       --          --       --          --       --
                       --------   -----   ---------   -----     -------   -----
Outstanding-
 End of Year            738,150    2.45   1,504,812    5.27     892,312    8.64
                       =======     ====   =========   =====     =======   =====
Exercisable -
 End of Year            662,500     .33   1,429,162    4.44     816,662    7.50
                       =======     ====   =========   =====     =======   =====

In October, 2001 the Company issued warrants to acquire 50,000 shares of common
                                                                 F-21






<PAGE>   44
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

Stock at $.125 per share, the market price at that time, in exchange for certain
professional services. The Company recorded compensation expense of $6,139 which
represented  the  fair  market  value  of the  warrants,  calculated  under  the
Black-Sholes model.

The following table summarizes warrant information as of December 31, 2001

                                             Weighted Avg.       Weighted Avg.
Range of Exercise Price                      Remaining           Exercise
                            Shares           Contractual Life    Price

   .125                      50,000            5 Years             .125
   .35                      612,500            1 Year              .35
 21.00                       75,650            (A)               21.00
                            -------
                            738,150

(A) These warrants are exercisable  immediately upon issuance and expire 45 days
after  the  effective  date  of  the  first  registration  statement  under  the
Securities  Act of 1933,  as amended,  in which the holders of the  warrants are
given the  opportunity  to include  the  shares of Common  Stock  issuable  upon
exercise of the warrants.

[16] Stock Option Plans

At December  31,  2001,  the Company had three stock  option  plans  covering an
aggregate of 895,388 shares of Common Stock, pursuant to which stock options and
other equity-based  incentives may be granted.  At December 31, 2001, there were
110,809(30,809  under the 1998 plan and  80,000  under  1999  plan)  options  to
purchase the Company's  common stock  available for grant under these plans.  On
January 10,  2001,  the board of  directors  reduced the  exercise  price of all
outstanding stock options (covering  approximately 785,000 shares) granted under
the stock option  plans to $.125 per share,  the fair market value at that time.
As a result of this  amendment  to the  options,  the  options  are  treated  as
variable-price  options, and the Company incurred  compensation expense for each
period  equal to the increase in the value of the  underlying  common stock from
the date of the amended option exercise price or the beginning of the period, as
the case may be, to the market  price on the date the option is exercised or the
last day of the period. If the stock price declines,  the Company will recognize
compensation  income,  which  will be  treated as a  reduction  in  general  and
administrative  expenses,  based on the  decline  in the market  price.  All but
20,750 of the options were  exercised on April 12, 2001 on which date the market
price was $.13 per share.  Accordingly,  we  recognized a non-cash  compensation
expense equal to the difference  between the strike price ($.125) and the market
price at April 12, 2001 ($.13). This amount ($3,827) was included in general and
administrative  expenses.  This charge was  credited to capital in excess of par
value.  Also,  on January 10, 2001,  the board of directors  agreed to accept as
payment for the exercise  price,  non-interest  bearing  non-recourse  notes due
January 10, 2006, from the exercising option holders.

                                     F-22

<PAGE>  45
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

These notes are to be paid from the  proceeds of any sales of the shares.  These
shares are being held by the Company as security  for  payment.  The  exercising
option holder will have the right to vote the shares, such right to terminate if
the note is not paid at maturity.  At December 31, 2001, notes receivable in the
amount of $91,593 are presented as  contra-equity.  On May 11, 2001, the options
for the  remaining  shares  were  expired  During  December  2001,  notes in the
principal  amount  of  $3,979  were  paid,  and in  January  2002,  notes in the
principal  amount of $71,237 were paid  principally  by applying the accrued but
unpaid salaries due several of the option holders.

Except  as  described  in the  preceding  paragraph,  no  compensation  cost was
recognized for stock-based employee awards.

A summary of the activity under the Company's stock option plans is as follows:

<TABLE>
<CAPTION>
<S>                        <C>           <C>          <C>          <C>         <C>
                           1993          1995          1995          1998      1999
                           Plan          Plan          Plan          Plan      Plan

Options Outstanding and
Exercisable
- December 31, 1998       18,992        5,833         293,164      215,000       --

Weighted Average Exercise
Price                    $ 13.50      $  5.28        $   5.39     $   1.25       --
Granted                       --           --         122,224      132,108       --
Exercised                     --           --              --          -0-       --
Canceled or expired           --           --              --      (10,000)      --

Options Outstanding and
Exercisable
- December 31, 1999       18,992        5,833         415,388      337,108       --
Weighted Average Exercise
Price                    $ 13.50      $  5.28        $    .53     $    .53  $ .9375
Granted                       --           --              --       37,333   30,000
Exercised                     --           --              --          -0-       --
Canceled or expired      (18,992)      (5,833)             --      (35,000)      --
Options Outstanding and
Exercisable
- December 31, 2000          -0-          -0-         415,388      339,441   30,000
Granted                     =====       ======            -0-          -0-   20,000
Exercised                                            (415,388)    (319,191) (30,000)
Canceled or expired                                       -0-     ( 20,250)     -0-
                                                     --------     --------  -------
Options Outstanding and
Exercisable- December 31, 2001                            -0-          -0-   20,000
                                                      ========     ========  =======

Weighted Average Remaining
   Contractual Life                                                   8.6 years
</TABLE>




                                           F-23




<PAGE>  46
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

As of December 31, 2001 there were outstanding options to purchase 20,000 shares
of common stock under the Company's 1999 Plan.

If the Company had  accounted  for the issuance of all options and  compensation
based  warrants  pursuant  to the fair value based  method of SFAS No. 123,  the
Company would have recorded  compensation expense totaling $4,772,  $42,300, and
$135,441,  for the years ended December 31, 2001,  2000 and 1999,  respectively,
and the Company's net(loss) and net(loss) per share would have been as follows:
                                                 Years Ended
                                                 December 31,

                                        2 0 0 1        2 0 0 0        1 9 9 9
Net(Loss) as Reported               $(1,815,718)   $(1,922,853)   $(1,853,031)
                                      ==========     =========     ===========
Pro Forma Net(Loss)                 $(1,820,490)   $(1,965,153)   $(1,988,472)
                                      ==========     =========     ===========
Basic (Loss)
Per Share as Reported               $     (.54)    $     (.67)    $      (.61)
                                      ==========     =========     ===========
Pro Forma Basic (Loss)
Per Share                           $     (.54)    $     (.69)    $      (.65)
                                     ===========     ===========   ============

The fair value of options and warrants at date of grant was estimated  using the
fair value based method with the following weighted average assumptions:
                                  2001    2000     1999
Expected Life [Years]                5       5        4
Interest Rate                     4.85%    6.2%     6.4%
Annual Rate of Dividends             0%      0%       0%
Volatility                      201.04% 126.59%  120.53%

The weighted average fair value of options at date of grant using the fair value
based method  during 2001,  2000,  and 1999, is estimated at $0.24,  $0.63,  and
$0.44 respectively.






                                     F-24








<PAGE>  47
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

 [17] Employment Benefit Plans

The Company  sponsors a Qualified  Retirement  Plan under section  401(k) of the
Internal  Revenue  Code.  Employees  become  eligible  for  participation  after
completing  three months of service and  attaining  the age of  twenty-one.  The
Company has the option to make a matching contribution to the Plan, however, for
the years ended December 31, 2001,  2000, and 1999, it has not made any matching
contributions to the Plan.

 [18] New Authoritative Accounting Pronouncements

The financial  Accounting  Standards Board ("FASB")has issued Statement No. 141,
"Business  Combinations"  and Statement No. 142,  "Goodwill and Other Intangible
Assets" in June 2001.  Those  statements will change the accounting for business
combinations and goodwill in two significant ways. First, Statement 141 requires
that the purchase  method of  accounting  be used for all business  combinations
initiated  after June 30, 2001.  Use of the  pooling-of-interest  method will be
prohibited.  Second,  Statement No. 142 changes the accounting for goodwill from
an  amortization  method to an impairment  only approach.  Thus  amortization of
goodwill, including goodwill recorded in past business combinations,  will cease
upon adoption of that  Statement,  which for companies  with calendar year ends,
will be January 1, 2002.

The  FASB  has  issued  Statement  No.  143,  Accounting  for  Asset  Retirement
Obligations, in June 2001, which requires that the fair value of a liability for
an asset  retirement legal obligation be recognized in the period in which it is
incurred  if a  reasonable  estimate of fair value can be made.  The  associated
asset  retirement  costs are  capitalized as part of the carrying  amount of the
long-lived  asset.  This statement is effective for fiscal years beginning after
June 15, 2002.

In August 2001,  FASB issued  Statement No. 144 Accounting for the Impairment or
Disposal of Long-Lived  Assets.  This statement retains the requirements of SFAS
No. 121 but removes goodwill from its scope and describes a probability weighted
cash flow  estimation  approach in evaluating  possible  future cash flows to be
used in  impairment  testing.  Provisions  of this  statement  are effective for
financial  statements issued for fiscal years beginning after December 15, 2001,
and interim periods within those fiscal years.

The Company  expects  that the  adoption of the new  statements  will not have a
significant impact on it's consolidated financial statements.

(19)  Agreement with The Finx Group

On November 15, 2001, the Company entered into an agreement with The Finx Group,
Inc.  ("Finx"),  pursuant to which it issued 5,000,000 shares of common stock to
Finx in December 2001, Finx issued  2,500,000 shares of Finx common stock to the
Company in December  2001, and Finx agreed to invest  $1,000,000,  for which the
Company  was to issue  shares of  preferred  stock which were  convertible  into
3,000,000  shares of common stock. In December 2001, Finx invested  $250,000 and
received  preferred  stock  convertible  into 750,000 shares of common stock. On
March 7, 2002, the agreement was terminated,  Finx returned to the Company

                                  F-25



<PAGE>  48
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

4,000,000  shares of common  stock,  the Company  returned to Finx the 2,500,000
shares of Finx common stock and all of the shares of preferred  stock which were
issued or issuable  pursuant to the November 2001 agreement were cancelled.  The
effects of the  cancellation  are reflected  retroactively  in the  consolidated
financial statements for the year ended December 31, 2001. The net effect of the
transaction was the issuance by the Company of 1,000,000  shares of common stock
to  designees  of  Finx  for  $250,000,  which  is  reflected  in the  financial
statements.  The 1,000,000  shares are held by designees of Finx,  including Mr.
Lewis S.  Schiller  and  members  of his  family.  Mr.  Schiller  was our  chief
executive officer and a director from December 2001 until March 2002.

(20)  Subsequent Events

In  January  2002,  the  Company's  board of  directors  approved  the Year 2002
Non-Qualified  Stock Option Plan,  pursuant to which non-qualified stock options
could be  granted  for  3,500,000  shares.  Pursuant  to this  plan,  the  chief
executive  officer  granted  options to purchase a total of 3,100,000  shares of
common  stock at an exercise  price of $.05 per share.  All of such options were
exercised in January and February 2002. The grants included a grant of an option
to purchase  2,500,000 shares to a non-affiliated  consultant who exercised such
option in full,  and  subsequently  cancelled  the  exercise and returned to the
Company  2,300,000 of the shares.  As a result of the grant of the options at an
exercise price which was below the then current  market price,  the Company will
recognize  a non-cash  charge to  earnings  of  approximately  $725,000,  on the
800,000  shares of the Company's  common stock  issued,  in the first quarter of
2002.

In February 2002, the Company  reduced the exercise price of certain  previously
issued  warrants to purchase  300,000 shares of common stock from $.35 per share
to $.01 per share and provided that the holder of the warrant could exercise the
warrant on a cashless  exercise basis.  As a result,  the Company issued 297,000
shares of common stock. The effect of the price reduction is not material to the
financial statements.

 (21)  Selected Quarterly Financial Data (Unaudited)

The following  information  shows  selected items by quarter for the years ended
December 2001 and 2000 respectively.

                              First      Second        Third        Fourth
                             Quarter     Quarter      Quarter       Quarter

Net Revenue:
  2001                      6,678,193   7,274,485     7,098,087    6,076,506
  2000                      6,503,330   5,498,973     5,455,547    5,867,344

Gross Profit:
  2001                        477,440     679,687       627,703      628,474
  2000                        646,011     580,314       512,166      611,264

Net (Loss):
  2001                      ( 400,343)   (187,650)    ( 191,720)  (1,036,005)-1
  2000                      ( 308,161)   (323,608)    ( 443,608)   ( 847,476)-2


                                    F-26



<PAGE>  49
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS


Basic and diluted
(Loss) per share:
  2001                     (    0.15)    (   0.06)    (    0.06)   (    0.27)
  2000                     (    0.11)    (   0.11)    (    0.15)   (    0.30)


     1- Includes $213,751 of additional amortization of intangibles and $581,240
of goodwill that was written off at December 31, 2001.
     2- Includes an adjustment to the deferred tax asset valuation  allowance of
$490,000 in 2000.









































                                  F-27





<PAGE>  50
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002

                                       AGREEMENT

     AGREEMENT,  dated as of the 15th day of November,  2001, by and between The
Finx  Group,  Inc.,  a  Delaware  corporation  with  offices at 21634 Club Vista
Terrace, Boca Raton, Florida 33433 ("Finx"), and Trans Global Services,  Inc., a
Delaware corporation with offices at 1393 Veterans Memorial Highway,  Hauppauge,
New York 11788 ("Trans Global").

                                  W I T N E S S E T H:

     WHEREAS,  Trans Global  requires  capital for its  operations,  and Finx is
willing to make an equity investment in Trans Global; and

     WHEREAS,  Finx desires to acquire an  additional  equity  interest in Trans
Global through the issuance to Trans Global of shares of Finx' common stock, all
on and subject to the terms of this Agreement;

         WHEREFORE, the parties hereto agree as follows:

1.       Purchase of Trans Global Series A Preferred Stock.

     (a) Finx shall  purchase from Trans Global,  and Trans Global shall sell to
Finx,  an  aggregate  of one million  shares (the  "Preferred  Shares") of Trans
Global's Series A Preferred Stock, par value $.01 per share ("Series A Preferred
Stock"),  for a purchase price of one dollar ($1.00) per share,  or an aggregate
of one million dollars ($1,000,000). The holders of the Series A Preferred Stock
shall be entitled to the rights,  preferences and privileges, and subject to the
limitations,  set forth in the certificate of designation in  substantially  the
form of Exhibit A to this Agreement.

     (b) Finx shall  purchase the  following  number of Preferred  Shares on the
following dates, time being of the essence.

     (i) Two hundred fifty thousand (250,000) Preferred Shares at a closing (the
"Closing")  to be held not later  than 1:00  P.M.,  Eastern  Standard  Time,  on
November 16, 2001, for an aggregate  consideration of two hundred fifty thousand
dollars ($250,000).

     (ii) Two hundred fifty thousand  (250,000)  Preferred Shares not later than
1:00 P.M.,  Eastern  Standard  Time,  on November  30,  2001,  for an  aggregate
consideration of two hundred fifty thousand dollars ($250,000).

     (iii) Five hundred thousand (500,000)  Preferred Shares not later than 1:00
P.M.,   Eastern   Standard   Time,  on  December  31,  2001,  for  an  aggregate
consideration of five hundred thousand dollars ($500,000).

     (c) Payment for the Preferred Shares shall be made by wire transfer by Finx
to an account  designated  by Trans Global not later than the business day prior
to the date payment is due pursuant to Section 1(b) of this Agreement.









<PAGE>   51
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002

     2. Exchange of Shares.  At the Closing,  Finx shall deliver to Trans Global
an aggregate of two million five hundred thousand  (2,500,000) shares (the "Finx
Shares") of Finx' common stock,  par value $.01 per share ("Finx Common Stock"),
in exchange  for which Trans  Global  shall issue to Finx an  aggregate  of five
million  (5,000,000) shares (the "Trans Global Shares") of Trans Global's common
stock, par value $.01 per share ("TGSI Common Stock").

     3. The  Closing.  The Closing  shall be held at the offices of Esanu Katsky
Korins & Siger, LLC, 605 Third Avenue,  New York, New York 10158 at 1:00 P.M. on
November  16,  2001 or such  other  place and time as may be agreed  upon by the
parties.

4.       Delivery of Certificates into Escrow.

     (a) Prior to the  Closing,  Finx shall  deliver or cause to be delivered to
Esanu  Katsky  Korins & Siger,  LLP, as Escrow  Agent (the  "Escrow  Agent"),  a
certificate for the Finx Shares, issued in the name of Trans Global.

     (b) Prior to the Closing, Trans Global shall deliver to the Escrow Agent:

     (i) A certificate of the Trans Global Shares, issued in the name of Finx.

     (ii) Three certificates for the Preferred Shares, each in the name of Finx,
of which two shall be for two hundred fifty thousand (250,000)  Preferred Shares
and one shall be for five hundred thousand (500,000) Preferred Shares.

5.       Deliveries at Closing.  At the Closing:

     (a)  Finx  shall  wire  the  sum  of two  hundred  fifty  thousand  dollars
($250,000) to Trans Global.

     (b) Upon receipt of confirmation from Trans Global that it has received the
payment  provided for in Section 5(a) of this Agreement,  the Escrow Agent shall
deliver:

     (i) To Finx:
(A)      The certificate for the Trans Global Shares.

(B) A certificate for two hundred fifty thousand (250,000) Preferred Shares.

(ii)     To Trans Global, the certificate for the Finx Shares.

     (c) Trans Global  represents  and warrants with respect to the Finx Shares,
and Finx represents and warrants with respect to the Trans Global Shares and the
Preferred Shares, that such shares, and the shares of TGSI Common Stock issuable
upon conversion of the Preferred  Shares (the  "Conversion  Shares"),  are being
acquired for the account of Trans Global or Finx, as the case  may be,  for







<PAGE>  52
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002


investment  and not with a view to the sale of  distribution  thereof,  and that
such  shares may not be sold or  otherwise  transferred  except  pursuant  to an
effective registration statement or pursuant to an exemption to the registration
requirements  of the Securities Act, and that, with respect to shares being sold
pursuant to an exemption to such registration  requirements  other than pursuant
to Rule 144 or Rule 144(k) of the Commission pursuant to the Securities Act, the
issuer may require, as a condition to effecting any such transfer, an opinion of
counsel as to the availability of an exemption.

6. Representations and Warranties of Finx. Finx represents and warrants to Trans
Global as follows:

     (a) Finx (i) is a corporation duly organized,  validly existing and in good
standing  under  the  laws of the  State  of  Delaware,  and has the  power  and
authority  (corporate  and  other)  to own its  properties  and to  carry on its
business as now being conducted,  (ii) is duly qualified to conduct its business
in each other jurisdiction  wherein the conduct of its business or the ownership
of its properties are such as to require such  qualification  and the failure to
so qualify would have a Material  Adverse Effect,  as hereinafter  defined,  and
(iii) has the power to execute and perform its obligations under this Agreement.
A "Material Adverse Effect," with respect to either party, shall mean a material
adverse  effect  on  the  business,   operations,   assets,  operating  results,
liabilities,  property,  employee  and  customer  relations or prospects of such
party or any of its  subsidiaries  or would impair the rights of the other party
under this Agreement.

     (b) The execution,  delivery and  performance by Finx of this Agreement and
the  issuance  of the Finx  Shares have been duly  authorized  by all  requisite
corporate  action.  Neither the execution and delivery of this Agreement nor the
performance of its terms, including the issuance and delivery of the Finx Shares
will violate (i) any  provision of law or any  governmental  rule or  regulation
applicable to Finx, or its certificate of  incorporation or by-laws and/or other
organizational  documents,  or (ii) any  order of any  court or other  agency of
government  binding on Finx or any indenture,  agreement or other  instrument to
which Finx is a party,  or by which Finx or any of its properties are bound,  in
either case where the violation would have a Material  Adverse Effect,  and will
not be in conflict  with,  result in a breach of or constitute  (with due notice
and/or  lapse of time) a default  under any such  indenture,  agreement or other
instrument,  or result in the  creation  or  imposition  of any lien,  charge or
encumbrance of any nature whatsoever upon any of the property or assets of Finx.
This Agreement is the legal, valid and binding obligations of Finx,  enforceable
in accordance with their terms.

     (c) The Finx Shares have been duly authorized for issuance and, when issued
pursuant  to this  Agreement,  will be duly and validly  authorized  and issued,
fully paid and non-assessable and not subject to any preemptive rights or rights
of first refusal.

     (d) Finx has made  available  to Trans Global with a copy of (i) Finx' Form
10-K for the year ended December 31, 2000, (ii) Finx'

     (e)

     (f) Form 10-Q for the quarter  ended  September  30, 2000,  and (iii) each



PAGE 53
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002


of Finx' Form 8-K filed with the  Commission  subsequent  to  December  31, 2000
(collectively, the "Finx SEC Documents"). Finx has filed all reports required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the twelve months prior to the date of this  Agreement.  The Finx SEC Documents,
as of  their  respective  dates,  complied  in all  material  respects  with the
requirements of the Securities  Exchange Act of 1934, as amended,  and the rules
and  regulations  of the  Commission  thereunder,  and,  to the  best  of  Finx'
knowledge,  none of the Finx SEC Documents  contained any untrue  statement of a
material fact or omitted to state a material fact required to be stated  therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.  Trans Global is aware that Finx sustained
a loss for the year ended December 31, 2000 and the nine months ended  September
30, 2001, and that losses are continuing.

     (g) Finx has an authorized  capital stock consisting of 1,000,000 shares of
preferred  stock,  par value $.01 per  share,  and  50,000,000  shares of common
stock, par value $.01 per share.

     (h) Except as disclosed in Finx' filings with the  Securities  and Exchange
Commission,  there  are  no  actions,  suits  or  proceedings  (whether  or  not
purportedly  on behalf of Finx or any of its  subsidiaries)  pending  or, to the
knowledge  of  Finx,  threatened  against  or  affecting  Finx  or  any  of  its
subsidiaries at law or in equity or before or by any federal,  state,  municipal
or  other  governmental  department,   commission,   board,  bureau,  agency  or
instrumentality,  domestic or  foreign,  which  involve any of the  transactions
contemplated by this Agreement  which, if adversely  determined  against Finx or
any of its subsidiaries, would have a Material Adverse Effect.

     (i) Neither Finx nor any of its  subsidiaries is in default with respect to
any  judgment,  writ,  injunction,  decree,  rule or  regulation of any court or
federal, state, municipal or other governmental department,  commission,  board,
bureau, agency or instrumentality, domestic or foreign, which in any instance or
in the aggregate would have a Material Adverse Effect.

     (j) No  registration  with,  or consent or approval of, or other action by,
any  federal,  state or  other  governmental  authority  or  regulatory  body is
required in connection  with the execution,  delivery and performance by Finx of
this Agreement.

7.  Representations  and Warranties of Trans Global.  Trans Global represents to
Finx as follows:

     (a) Trans Global (i) is a corporation duly organized,  validly existing and
in good standing under the laws of the State of Delaware,  and has the power and
authority  (corporate  and  other)  to own its  properties  and to  carry on its
business as now being conducted,  (ii) is duly qualified to conduct its business
in each other jurisdiction  wherein the conduct of its business or the ownership
of its properties are such as to require such  qualification  and the failure to
so qualify would have a Material  Adverse Effect,  as hereinafter  defined,  and
(iii) has the power to execute and perform its obligations under this Agreement.




<PAGE>  54
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002


     (b) The  execution,  delivery  and  performance  by  Trans  Global  of this
Agreement and the issuance of the  Preferred  Shares and the Trans Global Shares
have been  duly  authorized  by all  requisite  corporate  action.  Neither  the
execution  and  delivery of this  Agreement by Trans Global nor the issuance and
delivery of the Trans Global Shares or the Preferred Shares will violate (i) any
provision of law or any  governmental  rule or  regulation  applicable  to Trans
Global or the certificate of  incorporation  or by-law of Trans Global,  or (ii)
any order of any court or other agency of government  binding on Trans Global or
any indenture,  agreement or other  instrument to which Trans Global is a party,
or by which  Trans  Global or any of its  properties  are bound,  in either case
where the violation  would have a Material  Adverse  Effect,  and will not be in
conflict with, result in a breach of or constitute (with due notice and/or lapse
of time) a default under any such indenture,  agreement or other instrument,  or
result in the creation or imposition of any lien,  charge or  encumbrance of any
nature  whatsoever  upon any of the  property  or assets of Trans  Global.  This
Agreement  is the  legal,  valid and  binding  obligation  of Trans  Global  and
enforceable in accordance with its terms.

     (c) The  Trans  Global  Shares  and the  Preferred  Shares  have  been duly
authorized  for issuance and, when issued  pursuant to this  Agreement,  will be
duly and validly  authorized and issued,  fully paid and  non-assessable and not
subject to any  preemptive  rights or rights of first  refusal.  The  Conversion
Shares,  when issued upon conversion of the Preferred  Shares,  will be duly and
validly authorized and issued,  fully paid and non-assessable and not subject to
any preemptive rights or rights of first refusal.

     (d)  Trans  Global  has made  available  to Finx  with a copy of (i)  Trans
Global's  Form 10-K for the year ended  December 31, 2000,  (ii) Trans  Global's
Form 10-Q for the  quarter  ended June 30,  2000,  (iii)  preliminary  financial
statements  for the three and nine months ended and (iv) each of Trans  Global's
Form  8-K  filed  with  the   Commission   subsequent   to  December   31,  2000
(collectively,  the "Trans  Global SEC  Documents").  Trans Global has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the twelve  months prior to the date of this  Agreement.  The
Trans  Global SEC  Documents,  as of their  respective  dates,  complied  in all
material respects with the requirements of the Securities  Exchange Act of 1934,
as amended, and the rules and regulations of the Commission thereunder,  and, to
the best of Trans  Global's  knowledge,  none of the Trans Global SEC  Documents
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements  therein,
in light of the circumstances  under which they were made, not misleading.  Finx
is aware that Trans Global sustained a loss for the year ended December 31, 2000
and the nine months ended September 30, 2001,  that losses are  continuing,  and
that Trans Global requires the proceeds from the sale of the Preferred Shares on
the Closing  Date in order to meet its current  obligations,  including  payroll
obligations.

     (e) Trans Global has an authorized  capital  stock  consisting of 5,000,000
shares of preferred stock,  par value $.01 per share,  and 25,000,000  shares of
common stock, par value $.01 per share.








<PAGE>   55
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002


     (f) Except as disclosed in Trans  Global's  filings with the Securities and
Exchange Commission,  there are no actions, suits or proceedings (whether or not
purportedly  on behalf of Finx or any of its  subsidiaries)  pending  or, to the
knowledge of Trans Global,  threatened  against or affecting Trans Global or any
of its  subsidiaries  at law or in equity or  before or by any  federal,  state,
municipal or other governmental department, commission, board, bureau, agency or
instrumentality,  domestic or  foreign,  which  involve any of the  transactions
contemplated by this Agreement or which, if adversely  determined  against Trans
Global or any of its subsidiaries, would have a Material Adverse Effect.

     (g) Neither  Trans  Global nor any of its  subsidiaries  is in default with
respect to any judgment,  writ,  injunction,  decree,  rule or regulation of any
court or federal, state, municipal or other governmental department, commission,
board,  bureau,  agency or  instrumentality,  domestic or foreign,  which in any
instance or in the aggregate would have a Material Adverse Effect.

     (h) No  registration  with,  or consent or approval of, or other action by,
any  federal,  state or  other  governmental  authority  or  regulatory  body is
required in connection  with the  execution,  delivery and  performance by Trans
Global of this Agreement.

8. Conditions to Closing.

(a) The  obligation  of Finx to purchase the  Preferred  Shares and to issue the
Finx Shares is subject to the following conditions precedent:

     (i) The  representations  and  warranties  of  Trans  Global  set  forth in
Sections 5(c) and 7 of this Agreement  shall be true and correct in all material
respects as of the Closing  Date,  as evidenced by an officer's  certificate  to
such effect.

     (ii) All of the  directors of Trans  Global,  other than Joseph G. Sicinski
and Glen R. Charles,  shall have resigned as directors  effective not later than
the Closing.

     (iii) Joseph G. Sicinski shall have resigned as chief executive  officer of
Trans  Global,  effective  as of the  Closing,  while  retaining  the  title  of
president.

     (iv)  Effective upon  completion of the Closing,  the board of directors of
Trans Global shall consist of not less than five individuals,  of which at least
a majority shall have been designated by Finx.

     (v) Effective upon completion of the Closing,  Lewis S. Schiller shall have
been elected as chief executive officer of Trans Global.

(b) The  obligation of Trans Global to issue the Preferred  Shares and the Trans
Global Shares is subject to the following conditions precedent:







<PAGE>  56
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002


     (i) Trans Global shall have  received two hundred  fifty  thousand  dollars
($250,000) pursuant to Section 5(a) of this Agreement.

     (ii) The  representations and warranties of Finx set forth in Sections 5(c)
and 6 of this Agreement shall be true and correct in all material respects as of
the Closing Date, as evidenced by an officer's certificate to such effect.

(c) The stock  certificates  to be  delivered at the Closing may be delivered by
overnight  courier  service to the parties by the Escrow  Agent on or within two
(2) business days after the Closing.

9. Subsequent  Closings.  The sale of the Preferred  Shares pursuant to Sections
1(b)(ii)  and (iii)  shall be  completed  by delivery  of the  Preferred  Shares
against  payment of the purchase price by wire transfer,  at the office of Trans
Global  not later  than the date set forth in such  Sections.  Upon  receipt  of
payment,  Trans Global shall  instruct the Escrow Agent to deliver the Preferred
Shares to Finx.

10. Registration Rights. Trans Global and Finx Shares and Finx shall be entitled
to the registration  rights set forth in registration  rights provisions,  which
are set forth in Exhibit B to this  Agreement  and are an integral  part of this
Agreement.

11.      Miscellaneous.

     (a) Any notice,  request,  demand,  statement,  authorization,  approval or
consent made  hereunder  shall be in writing and signed by the party giving such
notice, and delivered personally or sent by overnight courier, mail or messenger
against receipt thereof or sent by registered or certified mail,  return receipt
requested,  or by facsimile  transmission or similar means of  communication  if
receipt is confirmed or if  transmission  of such notice is confirmed by mail or
overnight  courier  service as provided in this Section 11(a).  Notices shall be
deemed to have been  received  on the date of  receipt or the date  delivery  is
refused.  Notices shall be sent to the parties at the addresses set forth in the
beginning  of this  Agreement,  to the  attention  of the  person  signing  this
Agreement.  Notice by  facsimile  transmission  shall be sent to Trans Global at
(631) 724-0039, and to Finx at (561) 447-9896. Either party may, by like notice,
change the address, person or fax number to which notice shall be sent.


















<PAGE>  57
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002


(b) This Agreement shall be binding upon the parties hereto and their respective
successors and assigns.

(c) This  Agreement  shall be construed in  accordance  with and governed by the
laws of the  State of New  York  applicable  to  agreements  executed  and to be
performed wholly within such State, without regard to principles of conflicts of
laws.  Each party hereby (i)  irrevocably  consents and agrees that any legal or
equitable  action  or  proceeding  arising  under  or in  connection  with  this
Agreement  may be brought in any federal or state court  situated in New York or
Suffolk County, New York, (ii) irrevocably submits to and accepts,  with respect
to its properties  and assets,  generally and  unconditionally,  the in personam
jurisdiction  of the aforesaid  courts and waives the defense of an inconvenient
forum to the  maintenance  of such action or  proceeding,  and (iii) agrees that
service in any such  action may be made  either (A) by mailing or  delivering  a
copy of such  process to such party in the manner set forth in Section  11(a) of
this Agreement, other than by facsimile transmission, or (B) by any other manner
permitted by law.

(d) Neither any failure nor any delay on the part of either party in  exercising
any right,  power or privilege  under this  Agreement  shall operate as a waiver
thereof,  nor shall a single or partial  exercise  thereof preclude any other or
further exercise of any other right, power or privilege.

(e) No  modification,  amendment or waiver of any provision of this Agreement or
the Note,  shall in any event be  effective  unless the same shall be in writing
and signed by both parties,  in the case of a modification  or amendment,  or by
the party granting the waiver, in the case of a waiver, expressly refers to this
Agreement and states that it is a modification, amendment or waiver, as the case
may be. Any waiver or consent shall be effective  only in the specific  instance
and for the purpose for which given.

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

(g) This  Agreement may be executed in two or more  counterparts,  each of which
shall  constitute  an original,  but all of which,  when taken  together,  shall
constitute but one instrument.

(h) Section  headings used herein are for  convenience of reference only and are
not to affect the construction of or be taken into consideration in interpreting
this Agreement.

(i) All  references  to any  gender  shall be deemed to include  the  masculine,
feminine or neuter gender, the singular shall include the plural, and the plural
shall include the singular.








<PAGE>  58
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002



     IN WITNESS WHEREOF,  the parties have executed this Agreement or has caused
this Agreement to be duly executed by its duly authorized officer, all as of the
day and year first above written.


                                           THE FINX GROUP, INC.


                                           By:_____________________________
                                           Lewis S. Schiller, President and CEO

                                           TRANS GLOBAL SERVICES, INC.


                                           By:_____________________________
                                          Joseph G. Sicinski, President and CEO




<PAGE>  59
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002



                                                               Exhibit A

                                 CERTIFICATE OF DESIGNATION OF
                                  TRANS GLOBAL SERIVCES, INC.

                            Series A Convertible Preferred Stock

     Pursuant to Section 151(g) of the Delaware  General  Corporation Law, Trans
Global Services,  Inc., a Delaware corporation (the "Corporation"),  does hereby
certify as follows:

1. The  following  resolution  was duly adopted by the Board of Directors of the
Corporation on November 8, 2001:

     RESOLVED,  that  pursuant  to  Article  4 of the  Restated  Certificate  of
Incorporation  of this  Corporation,  there be created a series of the Preferred
Stock,  par  value  $.01 per  share  ("Preferred  Stock"),  of this  Corporation
consisting of one million  (1,000,000)  shares, to be designated as the Series A
Convertible  Preferred Stock ("Series A Preferred Stock"),  and that the holders
of shares the Series A Preferred  Stock shall have the rights,  preferences  and
privileges  set forth in  Statement  of  Designations  set forth in Exhibit A to
these Minutes; and it was further

     RESOLVED,  that the officers of this  Corporation  be, and they hereby are,
authorized  and empowered to execute and file with the Secretary of State of the
State of  Delaware,  a  certificate  of  designation  setting  forth the rights,
preferences and privileges of the holders of the Series A Preferred Stock.

2. Set  forth as  Exhibit A to this  Certificate  of  Designation  is a true and
correct copy of the rights,  preferences  and  privileges  of the holders of the
Series A Preferred Stock.

     IN WITNESS WHEREOF, Trans Global Services, Inc. has caused this certificate
to be signed by the president this 16th day of November, 2001.



                                             By:
                                             Joseph G. Sicinski, President




<PAGE>  60
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002



                                              Exhibit A

                              Statement of Designations

     The  designation  of, the number of shares  constituting,  and the  rights,
preferences,  privileges and restrictions  relating to, the Series A Convertible
Preferred Stock are as follows:

1.  Designation  and Number of Shares.  The  designation  of this  series of one
million  (1,000,000)  shares  of  preferred  stock,  par  value  $.01 per  share
("Preferred  Stock"),  created  by the  Board of  Directors  of the  Corporation
pursuant to the authority  granted to it by the certificate of  incorporation of
the Corporation is "Series A Convertible  Preferred Stock," which is hereinafter
referred to as the "Series A Preferred Stock." In the event of the conversion of
shares of Series A Preferred  Stock into this  Corporation's  common stock,  par
value $.01 per share ("Common Stock"), pursuant to Paragraph 4 of this Statement
of Designations,  or in the event that the Corporation  shall acquire and cancel
any shares of Series A Preferred  Stock,  the shares of Series A Preferred Stock
so  converted  or  otherwise  acquired  and  canceled  shall  have the status of
authorized but unissued  shares of Preferred  Stock,  without  designation as to
series until such stock is once more  designated as part of a particular  series
by the Corporation's Board of Directors,  and the number of authorized shares of
Series A Preferred  Stock shall be reduced by the number of shares so  converted
or otherwise  acquired and canceled.  In addition,  if the Corporation  does not
issue the maximum number of shares of Series A Preferred  Stock, the Corporation
may, from time to time,  by  resolution  of the Board of  Directors,  reduce the
number of shares of Series A Preferred Stock authorized,  provided, that no such
reduction shall reduce the number of authorized shares to a number which is less
than the number of shares of Series A  Preferred  Stock then  issued or reserved
for  issuance.  The  number of shares by which the Series A  Preferred  Stock is
reduced  shall have the status of  authorized  but unissued  shares of Preferred
Stock,  without  designation  as to  series,  until  such  stock  is  once  more
designated  as  part  of a  particular  series  by the  Corporation's  Board  of
Directors.  The Board of Directors shall cause to be filed with the Secretary of
State of the State of Delaware such certificate as shall be necessary to reflect
any reduction in the number of shares constituting the Series A Preferred Stock.

2.  Dividend  Rights.  The  holders of the  Series A  Preferred  Stock  shall be
entitled  to  receive,  out of  funds  of  this  Corporation  legally  available
therefor, a dividend per share of Series A Preferred Stock equal to the dividend
per share  payable to the holders of Common  Stock,  multiplied by the number of
shares of Common Stock, computed to the nearest  one-thousandth of a share, into
which the Series A Preferred Stock is convertible  pursuant to the provisions of
Paragraph  4 of this  Statement  of  Designations  at the  record  date  for the
determination of stockholders entitled to such dividends,  or, if no such record
date is  established,  at the date such  dividend is declared.  The  Corporation
shall not  declare  any  dividends  on the Common  Stock  unless  dividends  are
declared  with  respect to the Series A  Preferred  Stock,  as  provided in this
Paragraph 2.

3. Voting Rights.







<PAGE> 61
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002


(a) Except as otherwise  provided by law or this Statement of Designations,  the
holder of each share of Series A  Preferred  Stock  shall be entitled to vote on
all  matters  and shall be entitled to the number of votes per share of Series A
Preferred  Stock  equal to the  number of votes  that a holder of the  shares of
Common Stock into which Series A Preferred  Stock is convertible is entitled to,
at the record date for the determination of the stockholders entitled to vote on
all matters, or, if no such record date is established, at the date such vote is
taken or any written consent of stockholders is solicited.

(b) The consent of the holders of a majority of the outstanding shares of Series
A Preferred  Stock shall be required  for any  amendment  to this  Statement  of
Designations.

(c) The separate  vote of the holders of the Series A Preferred  Stock shall not
be required to increase or decrease the number of authorized shares of Preferred
Stock.

(d) If the holders of the Series A Preferred  Stock shall be entitled to vote as
a class,  each share of Series A Preferred  Stock shall be entitled to one vote,
and the consent of the holders of the Series A Preferred Stock may be given at a
meeting of the holders of the Series A Preferred  Stock or by a written  consent
of the  holders of a majority  of the  outstanding  shares of Series A Preferred
Stock.

(e) The  Corporation may create other series of Preferred Stock or capital stock
which may be senior to,  junior to or on a parity  with the  Series A  Preferred
Stock as to dividends or on voluntary or involuntary dissolution, liquidation or
winding up without the consent of the holders of the Series A Preferred Stock.

4. Conversion into Common Stock.

(a) Each holder of the Series A Preferred Stock will have the right, at any time
and from time to time,  to convert any shares of Series A  Preferred  Stock into
shares of Common Stock at the  Conversion  Rate,  as  hereinafter  defined.  The
"Conversion  Rate" shall mean the number of shares of Common Stock issuable upon
conversion of one (1) share of Series A Preferred  Stock.  The  Conversion  Rate
shall be three (3),  subject to adjustment as provided in Paragraph 4(c) of this
Statement of Designations.

(b) Conversion of the Series A Preferred Stock shall be effected by surrender of
the  certificate  representing  the  shares of Series A  Preferred  Stock  being
converted to the transfer  agent for the Series A Preferred  Stock,  or, if none
shall have been appointed, to the Corporation,  together with the form of notice
of election to convert as may be provided from time to time by the  Corporation.
Shares  of Series A  Preferred  Stock  shall be  deemed  to have been  converted
immediately  prior to the  close of  business  on the day of the  surrender  for
conversion of the certificate therefor, together with the form of notice of







<PAGE>  62
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002


election provided by the Corporation duly signed by the holder thereof,  and the
person or persons  entitled to receive shares of Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder of such shares
of Common  Stock as of such time.  As  promptly as  practicable  on or after the
conversion  date,  the  Corporation  or its transfer agent shall issue and shall
deliver a certificate or  certificates  for the number of shares of Common Stock
issuable upon such  conversion to the person or persons  entitled to receive the
same.

(c) The Conversion Rate shall be subject to adjustment as follows:

     (i) In case the  Corporation  shall,  after  the date  the  Certificate  of
Designation of which this Statement of Designations is a part (A) pay a dividend
or make a distribution  on its shares of Common Stock in shares of Common Stock,
(B) subdivide,  split or reclassify its outstanding  Common Stock into a greater
number of shares,  (C) effect a reverse split or otherwise combine or reclassify
its outstanding  Common Stock into a smaller number of shares,  or (D) issue any
shares by reclassification of its shares of Common Stock, the Conversion Rate in
effect at the time of the record date for such  dividend or  distribution  or of
the effective date of such subdivision, combination or reclassification shall be
proportionately  adjusted to reflect,  in  accordance  with  generally  accepted
accounting   principles,    such   dividend,    subdivision,    combination   or
reclassification.  Such adjustment shall be made successively whenever any event
listed in this Paragraph 4(c)(i) shall occur.

     (ii) The Corporation may retain a firm of independent public accountants of
recognized  standing  selected by the Board of Directors (who may be the regular
accountants  employed by the  Corporation) to make any  computation  required by
Paragraph 4(c)(i) of this Statement of Designations, and a certificate signed by
such firm shall be conclusive evidence of the correctness of such adjustment.

     (iii) In the event  that at any time,  as a result  of an  adjustment  made
pursuant to Paragraph  4(c)(i) of this Statement of Designations,  the holder of
shares of Series A Preferred Stock  thereafter  shall become entitled to receive
any shares of the Corporation, other than Common Stock, thereafter the number of
such other shares so receivable  upon conversion of shares of Series A Preferred
Stock shall be subject to adjustment  from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with respect to the Common
Stock contained in this Paragraph 4.

     (iv) In addition to the  adjustments  provided for in Paragraph  4(c)(i) of
this Statement of  Designations,  the Corporation may modify the Conversion Rate
in a manner which will  increase  the number of shares of Common Stock  issuable
upon conversion of the Series A Preferred Stock if the Corporation believes that
such  adjustment  is necessary or  desirable in order to avoid  adverse  Federal
income tax consequences to the holders of the Common Stock.








<PAGE>  63
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002


(v) Whenever any adjustment is required by the  provisions of Paragraph  4(c)(i)
of this Statement of Designations,  the Corporation  shall forthwith file in the
custody of its Secretary or an Assistant  Secretary at its principal  office and
with its stock  transfer  agent,  if any, an officer's  certificate  showing the
adjustment and the adjusted  Conversion Rate, setting forth in reasonable detail
the facts requiring such adjustment.  Each such officer's  certificate  shall be
made available at all reasonable times for inspection by any holder of shares of
Series A Preferred Stock, and the Corporation  shall,  forthwith after each such
adjustment, mail a copy of such certificate by first class mail to the holder of
Series  A  Preferred  Stock  at  such  holders'  addresses  set  forth  in  the
Corporation's books and records.

(d)      In case:

     (i) the Corporation  shall pay any dividend or make any  distribution  upon
Common  Stock  (other  than a regular  cash  dividend  payable  out of  retained
earnings or cash surplus); or

     (ii) the  Corporation  shall  offer to the  holders  of  Common  Stock  for
subscription or purchase by them any shares of any class or any other rights, or

     (iii)  any  reclassification  of the  capital  stock  of  the  Corporation,
consolidation  or merger of the  Corporation  with or into another  corporation,
sale, lease or transfer of all or  substantially  all of the property and assets
of  the  Corporation  to  another  corporation,   or  voluntary  or  involuntary
dissolution,  liquidation  or winding up of the  Corporation  shall be effected;
then in any such case, the  Corporation  shall cause to be mailed by first class
mail to the record  holders of Series A  Preferred  Stock at least ten (10) days
prior to the date  specified in (A) and (B) below,  as the case may be, a notice
containing a brief  description  of the proposed  action and stating the date on
which (A) a record is to be taken for the purpose of such dividend, distribution
or rights,  or (B) such  reclassification,  consolidation,  merger,  conveyance,
lease, dissolution,  liquidation or winding up is to take place and the date, if
any is to be fixed, as of which the holders of Common Stock or other  securities
shall receive cash or other  property  deliverable  upon such  reclassification,
reorganization,  consolidation,  merger, conveyance, dissolution, liquidation or
winding up.

(e) In case of any  consolidation  or merger  of the  Corporation  into  another
corporation  (other  than a  merger  in  which  merger  the  Corporation  is the
continuing  corporation  and  which  does not  result  in any  reclassification,
capital  reorganization or other change of outstanding shares of Common Stock or
the class issuable upon conversion of Series A Preferred  Stock),  each share of
Series A Preferred Stock shall,  immediately prior to the effective time of such
merger or consolidation, automatically be converted into the number of shares of
Common Stock as are issuable upon such  conversion  based on the Conversion Rate
in effect at the time of such conversion.






<PAGE>  64
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002


(f) No  fractional  shares or script  representing  fractional  shares  shall be
issued  upon the  conversion  of shares of Series A  Preferred  Stock.  If, upon
conversion of any shares of Series A Preferred Stock,  any holder would,  except
for the provisions of this  Paragraph  4(f), be entitled to receive a fractional
share of Common Stock,  then the number of shares of Common Stock  issuable upon
such conversion shall be rounded up to the next higher whole number of shares.

(g) The  Corporation  shall at all times reserve and keep  available,  free from
preemptive  rights,  out of its  authorized  but unissued  Common Stock the full
number of shares of Common Stock then issuable upon the conversion of all shares
of Series A Preferred Stock then outstanding.

(h) The Common Stock  issuable upon  conversion of the Series A Preferred  Stock
shall, when so issued, be duly and validly authorized and issued, fully paid and
non-assessable.

5. No Right of  Redemption.  The  Corporation  shall have no right to redeem the
Series A Preferred Stock.

6. Liquidation Rights.

(a) In the event of the Liquidation of the Corporation,  as hereinafter defined,
whether voluntary or involuntary,  holders of the Series A Preferred Stock shall
be entitled to receive out of the assets of the  Corporation,  after  payment of
any  preferences  which are  payable  to the  holders  of any class or series of
capital  stock  which  is  senior  to  the  Preferred  Stock  upon  liquidation,
dissolution  or  winding  up, an amount per share  equal to one cent  ($.01) per
share,  before any payment or  distribution  upon  dissolution,  liquidation  or
winding up shall be made on any series or class of capital stock ranking  junior
to Series A Preferred  Stock as to such payment or  distribution,  and after all
such payments or distributions  have been made on any series or class of capital
stock  ranking  senior to the  Series A  Preferred  Stock as to such  payment or
distribution.  After payment of the preference set forth in this Paragraph 6(a),
the holders of the Series A  Preferred  Stock  shall have  participate  with the
holders of the Common  Stock as if the Series A  Preferred  Stock and the Common
Stock were a single class of capital stock with each share of Series A Preferred
Stock  being  deemed to be the number of shares of Common  Stock  issuable  upon
conversion of the Series A Preferred Stock on the date of the Liquidation.

(b) The term "Liquidation" shall mean any liquidation, dissolution or winding-up
of the Corporation or sale,  conveyance,  exchange or transfer (for cash, shares
of stock,  securities or other consideration) of all or substantially all of the
property  and assets of the  Corporation,  except that a  Liquidation  shall not
include any sale, conveyance, exchange or transfer if approved by the holders of
a majority of the outstanding shares of Series A Preferred Stock.








<PAGE>  65
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002


(c) In the event the assets of the Corporation available for distribution to the
holders of shares of Series A Preferred Stock upon  dissolution,  liquidation or
winding  up of the  Corporation,  whether  voluntary  or  involuntary,  shall be
insufficient  to pay in full all  amounts to which  such  holders  are  entitled
pursuant  to  Paragraph  6(a)  of  this  Statement  of  Designations,   no  such
distribution shall be made on account of any shares of any other class or series
of  capital  stock of the  Corporation  ranking  on a parity  with the shares of
Series A Preferred Stock upon such dissolution, liquidation or winding up unless
proportionate  distributive  amounts  shall be paid on  account of the shares of
Series A Preferred Stock and such other parity shares, ratably, in proportion to
the full  distributable  amounts for which holders of all such parity shares are
respectively entitled upon such dissolution, liquidation or winding up.

7. Notice.  The Corporation  shall treat the registered  holder of any shares of
Series A Preferred  Stock as the absolute  owner  thereof  (notwithstanding  any
notations  of  ownership  or writing  thereon  made by anyone  other than a duly
authorized  officer of the  Corporation or its transfer  agent,  if any) for all
purposes  and shall not be  affected  by any  notice  to the  contrary,  and the
Corporation shall not incur any liability as a result of its compliance with the
provisions of this  Paragraph 7. Notice to a holder of Series A Preferred  Stock
shall be sent by first class mail,  postage  prepaid,  to the  addresses  of the
registered holders set forth on the Corporation's stock record.

8. Rank of Series. For purposes of this Statement of Designations,  any stock of
any series or class of the Corporation shall be deemed to rank:

(a) prior to the shares of Series A Preferred  Stock,  as to  dividends  or upon
liquidation,  dissolution  or winding  up, as the case may be, if the holders of
such class or classes  shall be  entitled  to the  receipt  of  dividends  or of
amounts  distributable  upon  dissolution,  liquidation  or  winding  up of  the
Corporation,  as the case may be, in  preference  or  priority to the holders of
shares of Series A Preferred Stock;

(b) on a parity with shares of Series A Preferred Stock, as to dividends or upon
liquidation,  dissolution  or winding up, as the case may be, whether or not the
dividend rates,  dividend payment dates or redemption or liquidation  prices per
share or sinking fund  provisions,  if any, be different  from those of Series A
Preferred  Stock,  if the holders of such stock shall be entitled to the receipt
of  dividends  or of amounts  distributable  upon  dissolution,  liquidation  or
winding  up of the  Corporation,  as the case  may be,  in  proportion  to their
respective dividend rates or liquidation prices, without preference or priority,
one over the other,  as  between  the  holders of such stock and the  holders of
shares of Series A Preferred Stock;

(c)  junior  to  shares  of Series A  Preferred  Stock as to  dividends  or upon
liquidation,  dissolution or winding up, as the case may be, if such class shall
be Common Stock or if the holders of shares of Series A Preferred Stock shall be
entitled to receipt of dividends or of amounts  distributable  upon dissolution,
liquidation or winding up of the Corporation, as the case may be, in
preference or priority to the holders of shares of such class or classes.





<PAGE> 66
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002




9. Transfer Agent and Registrar.  The  Corporation  may appoint a transfer agent
and  registrar  for the  issuance,  transfer  and  conversion  of the  Series  A
Preferred  Stock and for the payment of dividends to the holders of the Series A
Preferred Stock.




<PAGE> 67
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002


                                              Exhibit B
                                 REGISTRATION RIGHTS PROVISIONS

     These  registration  rights  provisions  constitute an integral part of the
Agreement dated November 15, 2001, between Trans Global and Finx, to which these
Registration Rights Provisions are an exhibit.

1. Definitions.  Unless otherwise defined herein,  capitalized terms used herein
shall have the following meanings:
     "Affiliate"  of a Person  means any Person that  controls,  is under common
control with, or is controlled by, such Person. For purposes of this definition,
"control"  means the ability of one Person to direct the management and policies
of another Person.

     "Agreement" shall mean the agreement dated November 15, 2001, between Trans
Global  and  Finx.  All  terms  defined  in the  Agreement  and  used  in  these
Registration Rights Provisions shall have the same meaning in these Registration
Rights Provisions as in the Agreement.

     "Applicable  Securities"  shall mean the Finx  Common  Stock or TGSI Common
Stock, as the case may be.

     "Business  Day"  means any day  except a  Saturday,  Sunday or other day on
which  commercial banks in New York City are authorized or required by law to be
closed.

          "Commission" means the U.S. Securities and Exchange Commission.

          "Exchange"  means the principal  stock exchange or market on which the
     Applicable Securities are traded.

          "Exchange Act" means the Securities  Exchange Act of 1934, as amended,
     and the rules and  regulations  thereunder,  or any  similar  or  successor
     statute.

          "Excusable  Reason" means the occurrence of negotiations  with respect
     to material  agreements  prior to the  announcement of the execution of the
     agreement or the termination of the negotiations and other similar material
     corporate  events to which the  Issuer is a party or  expects to be a party
     if,  in  the  reasonable   judgment  of  the  Issuer,   disclosure  of  the
     negotiations  or other event would be adverse to the best  interests of the
     Issuer provided that the Issuer is continuing to treat such negotiations as
     confidential  and provided  further that the period during which the Issuer
     is precluded from filing the  registration  statement (or suspended the use
     of an  effective  registration  statement)  as a  result  thereof  has  not
     exceeded ninety (90) days and provided further that the Issuer shall not be
     permitted to avoid filing a  registration  statement (or to suspend the use
     of an effective  registration  statement) for an Excusable Reason more than
     once in any one-year period.








<PAGE>  68
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002


          "Expenses" means all expenses incident to the Issuer's  performance of
     or  compliance  with  its  obligations  under  these  Registration   Rights
     Provisions,  including,  without  limitation,  all  registration,   filing,
     listing,  stock  exchange and NASD fees, all fees and expenses of complying
     with state securities or blue sky laws (including fees,  disbursements  and
     other charges of counsel for the underwriters  only in connection with blue
     sky  filings),  all word  processing,  duplicating  and printing  expenses,
     messenger and delivery expenses, the fees,  disbursements and other charges
     of  counsel  for the  Issuer  and of its  independent  public  accountants,
     including the expenses  incurred in connection with "cold comfort"  letters
     required by or incident to such  performance and  compliance,  any fees and
     disbursements  of underwriters  customarily  paid by issuers of securities,
     but excluding  from the definition of Expenses  underwriting  discounts and
     commissions  and  applicable  transfer  taxes,  if any,  or legal and other
     expenses incurred by any sellers,  which discounts,  commissions,  transfer
     taxes and legal and other  expenses shall be borne by the seller or sellers
     of Registrable Common Stock in all cases.

          "Holder"  shall  mean Trans  Global,  with  respect to the  Applicable
     Securities  issued  by Finx,  and  Finx,  with  respect  to the  Applicable
     Securities issued by Trans Global,  and, in either case, any Transferee who
     has  rights  pursuant  to this  Agreement  pursuant  to Section 13 of these
     Registration Rights Provisions.

          "Issuer"  means  whichever  of Trans Global or Finx is the issuer with
     respect to the Registrable Common Stock being registered.

          "NASD" means the National Association of Securities Dealers,  Inc. and
     NASD Regulation, Inc.

          "Nasdaq"  means the  Nasdaq  Stock  Market  and  includes  The  Nasdaq
     National Market and The Nasdaq SmallCap Market.

          "Person"  means  any  individual,  corporation,  partnership,  limited
     liability company, firm, joint venture,  association,  joint stock company,
     trust,  unincorporated  organization,  governmental  or regulatory  body or
     subdivision thereof or other entity.

          "Public  Offering"  means a public  offering  and  sale of  Applicable
     Securities  pursuant  to an  effective  registration  statement  under  the
     Securities Act.

          "Registrable  Common  Stock" means any shares Finx Common Stock issued
     pursuant  to the  Agreement  or any shares of TGSI  Common  Stock which are
     either issued  pursuant to the Agreement or are Conversion  Shares,  as the
     case may be  (including  any of such  shares  which any Holder  proposes to
     transfer  in a private  transaction  to a Person  who would sell the shares
     pursuant to a registration statement) but, only for so long as registration
     pursuant to the  Securities  Act is required for public sale without regard
     to volume  limitations  pursuant to Rule 144(k) or any  subsequent  similar
     provision,   and  as  adjusted   to  reflect  any  merger,   consolidation,
     recapitalization,   reclassification,   split-up,  stock  dividend,  rights
     offering or reverse stock split made,  declared or effected with respect to
     the Applicable Securities.





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EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002


          "Requesting  Holders"  has the meaning set forth in Section 3 of these
     Registration Rights Provisions.

          "Securities Act" means the Securities Act of 1933, as amended, and the
     rules and regulations thereunder, or any similar or successor statute.

          "Selling  Holders"  means the  Holders  of  Registrable  Common  Stock
     requested to be registered  pursuant to Section 2(a) of these  Registration
     Rights Provisions.

          "Shelf Registration" means a shelf registration  statement pursuant to
     Rule 415 promulgated under the Securities Act.

          "Transfer" means any transfer, sale, assignment, pledge, hypothecation
     or other  disposition of any interest.  "Transferor" and "Transferee"  have
     correlative meanings.

2. Securities Act Registration on Request.

(a) At any time after the Closing, any Holder or Holders holding at least twenty
five percent (25%) of the applicable Registrable Common Stock may make a written
request (the "Initiating  Request") to the Issuer for the registration  with the
Commission  under the Securities Act of all or part of such Initiating  Holders'
Registrable  Common  Stock.  Upon the  receipt  of any  Initiating  Request  for
registration  pursuant to this  section,  the Issuer  promptly  shall  notify in
writing all other  Holders of the  Applicable  Securities of the receipt of such
request  and will use its  commercially  reasonable  efforts to  effect,  at the
earliest possible date, such registration  under the Securities Act, including a
Shelf Registration (if then eligible), of

(i) the  Registrable  Common  Stock  which the Issuer has been so  requested  to
register by such Initiating Holder, and

(ii) all other  Registrable  Common Stock which the Issuer has been requested to
register by any other  Holders by written  request given to the Issuer within 30
days after the giving of written  notice by the Issuer to such other  Holders of
the Initiating  Request,  all to the extent  necessary to permit the disposition
(in accordance with Section 2(b) of these Registration Rights Provisions) of the
Registrable  Common Stock so to be registered;  provided,  that any Holder whose
Registrable Common Stock was to be included in any such registration, by written
notice to the Issuer,  may withdraw  such  request,  and the Issuer shall not be
required to effect any registration to be effected pursuant to this Section 2(a)
unless at least 10% of the shares of Registrable Common Stock outstanding at the
time of such request is to be included in such registration.









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EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002


(b)  Registration  under Section 2(a) of these  Registration  Rights  Provisions
shall be on such  appropriate  registration  form  prescribed by the  Commission
under the  Securities Act as shall be selected by the Issuer and as shall permit
the  disposition  of the  Registrable  Common  Stock  pursuant  to the method of
disposition  determined by the Selling Holders;  provided,  however, that if the
Issuer  is  eligible  to use a  registration  statement  on  Form  S-3  (or  any
subsequent similar form), the Issuer shall use such form.

(c) A  registration  requested  pursuant to Section  2(a) of these  Registration
Rights Provisions shall not be deemed to have been effected:

(i) unless a  registration  statement  with  respect  thereto has been  declared
effective  by the  Commission  and  remains  effective  in  compliance  with the
provisions of the Securities Act and the laws of any state or other jurisdiction
applicable to the  disposition of all  Registrable  Common Stock covered by such
registration  statement until such time as all of such Registrable  Common Stock
have been disposed of in accordance with such registration statement,

(ii) if, after it has become effective,  such registration is interfered with by
any stop order,  injunction or other order or  requirement  of the Commission or
other  governmental  or  regulatory  agency or court for any reason other than a
violation of applicable law solely by the Selling Holders and has not thereafter
become effective, or

(iii) if, in the case of an  underwritten  offering,  the  conditions to closing
specified  in an  underwriting  agreement to which the Issuer is a party are not
satisfied other than by reason of any breach or failure by the Selling  Holders,
or are not otherwise waived.

(d) The Holders of  Registrable  Common  Stock to be included in a  registration
statement may, at any time on written notice to the Issuer,  terminate a request
for registration made pursuant to this Section 2.

(e) The  Issuer  shall  use its  best  efforts  to keep any  Shelf  Registration
effective  until  one (1)  year  from  the  effective  date of the  registration
statement or such earlier date as all of the Registrable  Securities  shall have
been sold.

(f) No  registration  effected  under this Section 2 shall relieve the Issuer of
its  obligation to permit the  registration  of  Registrable  Common Stock under
Section 3 of these Registration Rights Provisions.

(g) As a condition to the inclusion of a Holder's  Registrable Common Stock in a
registration  statement  pursuant to Sections  2(a) and 3 of these  Registration
Rights Provisions, each Holder shall:

(i)  furnish  the  information  and   indemnification  as  set  forth  in  these
Registration Rights Provisions and update such information  immediately upon the
occurrence of any events or condition which make the information  concerning the
Holder inaccurate in any material respect;





<PAGE> 71
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002


(ii)  not  sell  any  Registrable  Common  Stock  pursuant  to the  registration
statement except in the manner set forth in the Registration Statement;

(iii) comply with the  prospectus  delivery  requirements  and the provisions of
Regulation M of the Commission pursuant to the Securities Act;

(iv) not sell or otherwise  transfer or distribute any Registrable  Common Stock
shares if the Holder possesses any material nonpublic information concerning the
Issuer; and

(v) not sell or otherwise  transfer any  Registrable  Common Stock pursuant to a
registration  statement  upon  receipt  of  advice  from  the  Issuer  that  the
registration statement is no longer current until the Holder is advised that the
shares may be sold pursuant to the registration statement.

3. Piggyback Registration.

(a) If at any time after the Closing, the Issuer proposes to register any of its
securities under the Securities Act by registration on any forms other than Form
S-4 or S-8 (or any  successor  or similar  form(s)),  whether or not pursuant to
registration  rights  granted to other holders of its  securities and whether or
not for sale for its own account,  it shall give prompt written notice to all of
the Holders of its intention to do so and of such Holders' rights (if any) under
this Section 3, which notice, in any event, shall be given at least fifteen (15)
days prior to such proposed registration. Upon the written request of any Holder
receiving notice of such proposed  registration  that is a Holder of Registrable
Common Stock (a "Requesting Holder") made within ten (10) days after the receipt
of any  such  notice,  the  Issuer  shall,  subject  to  Section  6(b) of  these
Registration Rights Provisions, effect the registration under the Securities Act
of all  Registrable  Common  Stock  which the  Issuer has been so  requested  to
register by the Requesting Holders thereof.

(b) If at any time after giving  written notice of its intention to register any
securities and prior to the effective date of the  registration  statement filed
in connection with such registration,  the Issuer shall determine for any reason
not to register or to delay registration of such securities,  the Issuer may, at
its  election,  give written  notice of such  determination  to each  Requesting
Holder and (i) in the case of a determination not to register, shall be relieved
of its obligation to register any  Registrable  Common Stock in connection  with
such registration (but not from any obligation of the Issuer to pay the Expenses
in  connection  therewith),  without  prejudice,  however,  to the rights of any
Holder to  include  Registrable  Common  Stock in any  future  registration  (or
registrations)  pursuant to this Section 3 or to cause such  registration  to be
effected as a  registration  under  Section  2(a) of these  Registration  Rights
Provisions, as the case may be, and (ii) in the case of a determination to delay
registering,  shall be permitted to delay  registering  any  Registrable  Common
Stock, for the same period as the delay in registering such other securities.







<PAGE> 72
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002


(c) If such  registration  involves an underwritten  offering,  the provision of
Section 6 of these Registration Rights Provisions shall apply.

(d) No  registration  effected  under this Section 3 shall relieve the Issuer of
its  obligation  to effect any  registration  upon request under Section 2(a) of
these Registration Rights Provisions.

4.  Expenses.  The  Issuer  shall  pay  all  Expenses  in  connection  with  any
registration  initiated  pursuant  to  Section  2(a) or 3 of these  Registration
Rights  Provisions,  whether or not such registration shall become effective and
whether or not all or any portion of the  Registrable  Common  Stock  originally
requested to be included in such  registration  is  ultimately  included in such
registration.

5. Registration Procedures.

(a) If and whenever the Issuer is required to effect any registration  under the
Securities Act as provided in Sections 2(a) and 3 of these  Registration  Rights
Provisions, the Issuer shall, as expeditiously as possible:

          (i) subject to Section 5(b) of these  Registration  Rights Provisions,
     prepare  and file with the  Commission  (promptly  and,  in the case of any
     registration  pursuant to Section 2(a), in any event within forty five (45)
     days unless the Initiating  Request is made  subsequent to December 15th of
     any year, in which event the  registration  statement shall be filed within
     fifteen  (15) days after the date a Form 10-K is  required to be filed) the
     requisite registration statement to effect such registration and thereafter
     use its best  efforts  to  cause  such  registration  statement  to  become
     effective;   provided,   however,  that  the  Issuer  may  discontinue  any
     registration  of its securities  that are not shares of Registrable  Common
     Stock  (and,  under  the  circumstances  specified  in  Section  3 of these
     Registration   Rights  Provisions,   its  securities  that  are  shares  of
     Registrable  Common Stock) at any time prior to the  effective  date of the
     registration statement relating thereto;

          (ii)  notify  each  seller  of  Registrable  Common  Stock  and  other
     securities  covered  by such  registration  statement  at any time after an
     Initiating Request when an Excusable Reason shall have occurred.

          (iii)  notify  each  seller  of  Registrable  Common  Stock  and other
     securities  covered  by such  registration  statement  at any  time  when a
     prospectus   relating  thereto  is  required  to  be  delivered  under  the
     Securities  Act, upon discovery that, or upon the happening of any event as
     a result of which, the prospectus included in such registration  statement,
     as then in effect, includes an untrue statement of a material fact or omits
     to state any material  fact  required to be stated  therein or necessary to
     make  the   statements   therein  not   misleading  in  the  light  of  the
     circumstances  under which they were made, and subject to Section  5(a)(iv)
     of these  Registration  Rights  Provisions  and except  during the time the
     Issuer may delay a registration for an Excusable  Reason,  prepare and file
     with the Commission such amendments and supplements to such registration









<PAGE> 73
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002


     statement and the  prospectus  used in connection  therewith as may be
     necessary to keep such registration  statement effective and to comply with
     the  provisions of the  Securities Act and the Exchange Act with respect to
     the   disposition  of  all   Registrable   Common  Stock  covered  by  such
     registration  statement until such time as all of such  Registrable  Common
     Stock has been disposed of in accordance with the method of disposition set
     forth in such registration statement;

          (iv) if  requested  by the  holders of a majority  of the  Registrable
     Common Stock included or to be included in the registration statement being
     filed  pursuant  to  Section  2(a)  or  3  of  these  Registration   Rights
     Provisions,  before filing any registration  statement or prospectus or any
     amendments or supplements thereto, furnish to and afford the Holders of the
     Registrable Common Stock, one firm of counsel for the Holders designated by
     the Holders of a majority of the Registrable Common Stock included or to be
     included  in  the  registration   statement,   (the  "Holders  Counsel")  a
     reasonable  opportunity to review copies of all such  documents  (including
     copies of any  documents to be  incorporated  by reference  therein and all
     exhibits  thereto)  proposed to be filed (at least ten (10)  Business  Days
     prior to such filing). The Issuer shall not file any registration statement
     or prospectus or any amendments or supplements  thereto in respect of which
     the Holders must be afforded an  opportunity  to review prior to the filing
     of such document, if the Holders of a majority of the shares of Registrable
     Common Stock covered by such registration  statement,  the Holders Counsel,
     or  the  managing  underwriters,  if  any,  shall  reasonably  object.  Any
     registration  statement,  when declared effective by the Commission or when
     subsequently  amended (by an amendment  which is declared  effective by the
     Commission)  or any  prospectus  in the form  included in the  registration
     statement as declared  effective  by the  Commission  or when  subsequently
     supplemented  will not contain an untrue  statement  of a material  fact or
     omit to state a material fact required to be stated therein or necessary to
     make the statements therein, in light of the circumstances under which they
     were made, not misleading;

          (v) use its  commercially  reasonable  efforts  to obtain  the  prompt
     withdrawal of any order  suspending  the  effectiveness  of a  registration
     statement,  and in any  event  shall,  within  thirty  (30)  days  of  such
     cessation of  effectiveness,  use its  commercially  reasonable  efforts to
     amend the registration  statement in a manner reasonably expected to obtain
     the withdrawal of the order suspending the effectiveness  thereof,  or file
     an additional  registration  statement pursuant to Rule 415 covering all of
     the  Registrable  Common  Stock  and use its  best  efforts  to  cause  the
     subsequent  Shelf   Registration  to  be  declared  effective  as  soon  as
     practicable after such filing and to remain effective;

          (vi) furnish to each seller of  Registrable  Common  Stock  covered by
     such registration  statement such number of copies of such drafts and final
     conformed  versions  of  such  registration  statement  and  of  each  such
     amendment and  supplement  thereto (in each case including all exhibits and
     any documents  incorporated  by  reference),  such number of copies of such
     drafts and final versions of the prospectus  contained in such registration
     statement (including each preliminary  prospectus and any summary








<PAGE> 74
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002


prospectus) and any other  prospectus  filed under Rule 424 under the Securities
Act, in conformity  with the  requirements of the Securities Act, and such other
documents, as such seller may reasonably request in writing;

          (vii) use its best efforts (A) to register or qualify all  Registrable
     Common Stock under such other securities or blue sky laws of such states or
     other  jurisdictions  of the United  States of  America  as the  sellers of
     Registrable  Common  Stock  covered by such  registration  statement  shall
     reasonably   request  in  writing,   (B)  to  keep  such   registration  or
     qualification in effect for so long as such registration  statement remains
     in  effect,  (C) to  prevent  the  issuance  of any  order  suspending  the
     effectiveness  of a  registration  statement or of any order  preventing or
     suspending  the use of a prospectus or  suspending  the  qualification  (or
     exemption from  qualification)  of any of the Registrable  Common Stock for
     sale in any jurisdiction, and, if any such order is issued, to use its best
     efforts to obtain the withdrawal of any such order at the earliest possible
     moment,  and (D) to take any other action that may be reasonably  necessary
     or advisable to enable such sellers to consummate  the  disposition in such
     jurisdictions of the securities to be sold by such sellers, except that the
     Issuer shall not for any such  purpose be required to qualify  generally to
     do business as a foreign  corporation in any jurisdiction  wherein it would
     not but for the  requirements of this Section  5(a)(vii) be obligated to be
     so  qualified,  to subject  itself to taxation in such  jurisdiction  or to
     consent to general service of process in any such jurisdiction;

          (viii)  otherwise  comply with all applicable rules and regulations of
     the  Commission  and any  other  governmental  agency or  authority  having
     jurisdiction over the offering, and make available to its security holders,
     as soon as  reasonably  practicable,  an earnings  statement  covering  the
     period  of at least  twelve  months,  but not more  than  eighteen  months,
     beginning  with the first full calendar  month after the effective  date of
     such  registration  statement,  which earnings  statement shall satisfy the
     provisions of Section 11(a) of the Securities Act and Rule~158  promulgated
     thereunder, and furnish to each seller of Registrable Common Stock at least
     ten days prior to the filing  thereof a copy of any amendment or supplement
     to such registration statement or prospectus; and

          (ix)  cause  all  such  Registrable   Common  Stock  covered  by  such
     registration statement to be listed on the Exchange, if any.

(b) The Issuer may require each seller of  Registrable  Common Stock as to which
any  registration  is being  effected  to furnish  the Issuer  such  information
regarding such seller and the  distribution  of the  securities  covered by such
registration statement as the Issuer may from time to time reasonably request in
writing and as is required by applicable laws and regulations.










<PAGE> 75
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002

(c) Each  Holder  agrees  that as of the date  that a final  prospectus  is made
available to it for distribution to prospective purchasers of Registrable Common
Stock it shall cease to distribute copies of any preliminary prospectus prepared
in connection  with the offer and sale of such  Registrable  Common Stock.  Each
Holder  further  agrees that,  upon receipt of any notice from the Issuer of the
happening of any event of the kind  described in Sections  5(a)(ii) and (iii) of
these Registration  Rights Provisions,  such Holder shall forthwith  discontinue
such  Holder's   disposition  of  Registrable   Common  Stock  pursuant  to  the
registration  statement  relating to such  Registrable  Common  Stock until such
Holder's  receipt  of the  copies  of the  supplemented  or  amended  prospectus
contemplated  by said  Sections  5(a)(ii) and (iii),  and, if so directed by the
Issuer,  shall deliver to the Issuer (at the Issuer's expense) all copies, other
than permanent file copies,  then in such Holder's  possession of the prospectus
relating to such Registrable Common Stock current at the time of receipt of such
notice.

6. Underwritten Offerings.

(a) If  the  Issuer  proposes  to  register  any of  its  securities  under  the
Securities  Act as  contemplated  by  Section  3 of  these  Registration  Rights
Provisions  and such  securities are to be distributed by or through one or more
underwriters,  the Issuer shall, if requested by any Requesting Holders, use its
commercially  reasonable efforts to arrange for such underwriters to include all
of the  Registrable  Common  Stock to be  offered  and  sold by such  Requesting
Holders  among  the   securities  of  the  Issuer  to  be  distributed  by  such
underwriters;  provided,  that, if the managing underwriter of such underwritten
offering  shall  advise  the Issuer in  writing  (with a copy to the  Requesting
Holders) that if all the  Registrable  Common Stock  requested to be included in
such  registration  (together  with all other  shares  of Common  Stock of other
stockholders of the Issuer  requested to be so included  pursuant to "piggyback"
rights  granted to such  stockholders)  were so included,  in its  opinion,  the
number and type of securities proposed to be included in such registration would
exceed the number and type of  securities  which could be sold in such  offering
within a price range  acceptable  to the Issuer (such writing to state the basis
of such opinion and the approximate  number and type of securities  which may be
included in such offering without such effect), then the Issuer shall include in
such registration,  to the extent of the number and type of securities which the
Issuer is so advised can be sold in such offering,  (i) first,  securities  that
the  Issuer  proposes  to issue and sell for its own  account  and (ii)  second,
Registrable  Common  Stock  requested to be  registered  by  Requesting  Holders
pursuant to Section 3 of these  Registration  Rights Provisions and Common Stock
of any other  stockholders of the Issuer  requesting  registration as aforesaid,
pro rata,  among  such  holders  on the basis of the  number of shares of Common
Stock requested to be registered by all such holders.

(b) Any Requesting Holder may withdraw its request to have all or any portion of
its  Registrable  Common  Stock  included in any such  offering by notice to the
Issuer  within ten (10)  Business  Days after receipt of a copy of a notice from
the managing  underwriter  pursuant to Section 6(a) of these Registration Rights
Provisions.








<PAGE> 76
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002


(c) The Holders of Registrable Common Stock to be distributed by underwriters in
an  underwritten  offering  contemplated  by Section 6(a) of these  Registration
Rights  Provisions,  shall be parties to the underwriting  agreement between the
Issuer and such  underwriters  and any such Holder,  at its option,  may require
that  any or all of  the  representations  and  warranties  by,  and  the  other
agreements  on the  part  of,  the  Issuer  to  and  for  the  benefit  of  such
underwriters  shall also be made to and for the benefit of such Holders and that
any or all of the conditions  precedent to the obligations of such  underwriters
under such underwriting  agreement be conditions precedent to the obligations of
such Holders.  No such Holder shall be required to make any  representations  or
warranties to or agreements with the Issuer or the underwriters except that each
such Holder shall be required to make representations, warranties and agreements
regarding such Holder, such Holder's  Registrable Common Stock and such Holder's
intended  method  of   distribution.   The  Selling  Holders  shall  appoint  an
attorney-in-fact  who shall be authorized to negotiate  with the  underwriter on
behalf of the  Selling  Holders and to execute the  underwriting  agreement  and
related documentation on their behalf.

7. Preparation; Reasonable Investigation.

(a) In connection with the preparation and filing of each registration statement
under the Securities Act pursuant to these Registration  Rights Provisions,  the
Issuer shall give each Holder of Registrable  Common Stock registered under such
registration statement, the underwriter,  if any, and its respective counsel and
accountants the reasonable opportunity to participate in the preparation of such
registration  statement,  each  prospectus  included  therein  or filed with the
Commission,  and each amendment  thereof or supplement  thereto,  and shall give
each of them such reasonable access to its books and records and such reasonable
opportunities  to discuss the  business of the Issuer with its  officers and the
independent  public  accountants who have certified its financial  statements as
shall be  necessary,  in the  reasonable  opinion of any such  Holders' and such
underwriters'  respective counsel, to conduct a reasonable  investigation within
the meaning of the Securities Act.

(b) Each Holder of Registrable  Common Stock shall maintain the  confidentiality
of any confidential information received from or otherwise made available by the
Issuer to such Holder of  Registrable  Common Stock and identified in writing by
the  Issuer as  confidential  and shall not make any sales or  purchases  of the
Issuer's securities while in possession of confidential  information;  provided,
however, that any information relating to an Excusable Reason shall be deemed to
be  confidential  information  regardless  of whether it is expressly  marked as
confidential.  Information  that (i) is or  becomes  available  to a  Holder  of
Registrable Common Stock from a public source,  (ii) is disclosed to a Holder of
Registrable  Common Stock by a third-party  source who the Holder of Registrable
Common Stock  reasonably  believes has the right to disclose such information or
(iii) is or becomes  required to be disclosed by a Holder of Registrable  Common
Stock by law,  including by court order,  shall not be deemed to be confidential
information for purposes of these Registration  Rights  Provisions.  Each Holder
shall indemnify and hold harmless the Issuer, its officer, directors and counsel
from and against any loss, liability,  damage or expense which they may incur as
a result of any breach of the provisions of this Section 7(b).







<PAGE>  77
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002


8. Indemnification.

(a) In connection with any  registration  statement filed by the Issuer pursuant
to Section 2(a) or 3 of these Registration Rights Provisions,  the Issuer shall,
and hereby agrees to, indemnify and hold harmless, each Holder and seller of any
Registrable  Common Stock covered by such registration  statement and each other
Person,  if any,  who  controls  such  Holder or  seller,  and their  respective
directors,  officers,  partners,  agents and Affiliates from and against any and
all losses, claims,  damages or liabilities,  joint or several, to which they or
any of them may become  subject under the  Securities  Act, the Exchange Act, or
other Federal or state statutory law or regulation,  at common law or otherwise,
insofar as such losses,  claims,  damages or liabilities  (or actions in respect
thereof),  which are  collectively  referred to as "Losses," arise out of or are
based upon (i) any untrue  statement or alleged  untrue  statement of a material
fact  made  by the  Issuer  contained  in  the  Registration  Statement,  or any
amendment thereof,  or in any Preliminary  Prospectus or the Prospectus,  or any
amendment thereof or supplement thereto, or in any blue sky application or other
document  executed by the Issuer  specifically  for that  purpose (or based upon
written  information  furnished  by the  Issuer)  filed  in any  state  or other
jurisdiction in order to qualify any of the Securities or other Securities under
the securities laws thereof (any such application, document or information being
referred  to as a "Blue  Sky  Application");  or (ii) the  omission  or  alleged
omission to state in any such Registration Statement,  Preliminary Prospectus or
Prospectus,  or amendment thereof or supplement thereto, or Blue Sky Application
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements  made  therein  not  misleading,  and agrees to  reimburse  each such
indemnified party for any legal or other expenses  reasonably  incurred by it in
connection with investigating or defending against any such loss, claim, damage,
liability or action;  provided,  however,  that the Issuer will not be liable in
any such case to the extent  that any such loss,  claim,  damage,  or  liability
arises  out of or is based upon any such  untrue  statement  or  alleged  untrue
statement or omission or alleged  omission made therein or omitted  therefrom in
reliance upon and in conformity with written information furnished to the Issuer
by or on  behalf  of any  Holder  specifically  for use in  connection  with the
preparation thereof, and further provided, however, that the foregoing indemnity
with respect to any untrue  statement,  alleged untrue statement,  omission,  or
alleged omission contained in any Preliminary  Prospectus shall not inure to the
benefit of any Holder from whom the person  asserting any such loss,  claims any
of, damage,  or liability  purchased any of the securities  that are the subject
thereof  (or to the  benefit  of any person who  controls  such  Holder or other
Person),  if a copy of the  prospectus  was not delivered to such person with or
prior to the written  confirmation  of the sale of such security to such person.
The  indemnify  provided for in this Section 8(a) shall remain in full force and
effect regardless of any  investigation  made by or on behalf of the indemnified
party  and  shall  survive  any  transfer  of  the  Registrable  Shares  by  the
indemnified party. This indemnity agreement will be in addition to any liability
that the Issuer may otherwise have.








<PAGE> 78
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002

(b) In connection with any  registration  statement filed by the Issuer pursuant
to Section 2(a) or 3 of these  Registration  Rights Provisions in which a Holder
has registered for sale Registrable  Common Stock, each such Holder or seller of
Registrable  Common  Stock  shall,  and  hereby  agrees to,  indemnify  and hold
harmless the Issuer and each of its directors,  officers,  employees and agents,
each other  Person,  if any,  who  controls the Issuer and each other seller and
such seller's directors, officers, stockholders, partners, employees, agents and
affiliates  from and against any and all Losses to which they or any of them may
become subject under the  Securities  Act, the Exchange Act, or other Federal or
state statutory law or regulation,  at common law or otherwise,  insofar as such
losses,  claims,  damages,  or liabilities (or actions in respect thereof) arise
out of or are based upon (i) any untrue statement or alleged untrue statement of
a material  fact  contained  in the  Registration  Statement,  or any  amendment
thereof,  or in any Preliminary  Prospectus or the Prospectus,  or any amendment
thereof  or  supplement  thereto,  or in a Blue  Sky  Application,  or (ii)  the
omission or the alleged  omission to state in any such  Registration  Statement,
Preliminary  Prospectus or Prospectus,  amendment thereof or supplement thereto,
or Blue Sky  Application  a  material  fact  required  to be stated  therein  or
necessary to make the statements  made therein not  misleading,  in each case to
the extent,  but only to the extent,  that the same was made  therein or omitted
therefrom in reliance upon and in conformity with written information  furnished
to the  Issuer  by or on  behalf  of  such  Holder  specifically  for use in the
preparation thereof, and agrees to reimburse each such indemnified party for any
legal  or  other  expenses   reasonably   incurred  by  it  in  connection  with
investigating or defending  against any such loss, claim,  damage,  liability or
action.  The  indemnify  provided  for in this Section 8(a) shall remain in full
force and effect  regardless  of any  investigation  made by or on behalf of the
indemnified  party and shall survive any transfer of the  Registrable  Shares by
the  indemnified  party.  This  indemnity  agreement  will be in addition to any
liability that the Issuer may otherwise have.

(c) Within five (5) days after  receipt by an  indemnified  party under  Section
8(a)  or  (b)  of  these  Registration   Rights  Provisions  of  notice  of  the
commencement of any action,  such indemnified party shall, if a claim in respect
thereof  is to be made  against an  indemnifying  party  under such  subsection,
notify  the  indemnifying  party in  writing of the  commencement  thereof;  the
failure so to notify the indemnifying party shall relieve the indemnifying party
from any  liability  under this  Section 8 as to the  particular  item for which
indemnification  is then  being  sought,  unless  such  indemnifying  party  has
otherwise  received actual notice of the action at least thirty (30) days before
any answer or response is required by the  indemnifying  party in its defense of
such action,  but will not relieve it from any liability that it may have to any
indemnified  party  otherwise  than under this  Section 8. If any such action is
brought against any indemnified party and it notifies the indemnifying  party of
the commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may elect by written notice  delivered to the
indemnified  party  promptly  after  receiving  the  aforesaid  notice from such
indemnified  party,  to  assume  the  defense  thereof;  provided,  that  if the
defendants  in any such  action  include  both  the  indemnified  party  and the
indemnifying  party and either (i) the  indemnifying  party or parties agree, or
(ii) in the opinion of counsel for the indemnified parties,  representation  of







<PAGE> 79
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002


both the indemnifying  party or parties and the indemnified  party or parties by
the same counsel is  inappropriate  under  applicable  standards of professional
conduct because of actual or potential  conflicting interests between them, then
the indemnified party or parties shall have the right to select separate counsel
to assume such legal defense and to otherwise participate in the defense of such
action.  The  indemnifying  party will not be liable to such  indemnified  party
under this Section 8 for any legal or other  expenses  subsequently  incurred by
such  indemnified  party in connection  with the defense  thereof unless (i) the
indemnified  party shall have employed counsel in connection with the assumption
of legal defenses in accordance  with the proviso to the  immediately  preceding
sentence (it being understood, however, that the indemnifying party shall not be
liable for the expenses of more than one separate  counsel in each  jurisdiction
approved by  indemnified  parties  (whether  pursuant to this Agreement or other
agreements  if the claim relates to the same or similar  allegations)  holding a
majority  of the  shares  as to  which  indemnification  is  claimed),  (ii) the
indemnifying  party shall not have employed counsel to represent the indemnified
party within a reasonable time after notice of  commencement  of the action,  or
(iii) the  indemnifying  party has  authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party. In no event shall an
indemnifying  party be liable under this Section 8 for any settlement,  effected
without its written consent,  which consent shall not be unreasonably  withheld,
of any claim or action against an indemnified party.

(d) If the  indemnification  provided for in this Section 8 shall for any reason
be  unavailable  to an  indemnified  party under  Section  8(a) and (b) of these
Registration  Rights  Provisions in respect of any Losses,  then, in lieu of the
amount paid or payable under said Section 8(a) or (b), the indemnified party and
the  indemnifying  party under said Section 8(a) or (b) shall  contribute to the
aggregate  Losses  (including  legal or other  expenses  reasonably  incurred in
connection with investigating the same) (i) in such proportion as is appropriate
to reflect  the  relative  fault of the Issuer  and the  prospective  sellers of
Registrable Common Stock covered by the registration statement which resulted in
such  Loss or  action  in  respect  thereof,  with  respect  to the  statements,
omissions or action which resulted in such Loss or action in respect thereof, as
well as any other relevant equitable  considerations,  or (ii) if the allocation
provided  by clause  (i)  above is not  permitted  by  applicable  law,  in such
proportion as shall be appropriate to reflect the relative  benefits received by
the Issuer,  on the one hand, and such prospective  sellers,  on the other hand,
from their sale of  Registrable  Common Stock;  provided,  that, for purposes of
this clause (ii),  the relative  benefits  received by any  prospective  sellers
shall  be  deemed  not to  exceed  (and  the  amount  to be  contributed  by any
prospective  seller  shall not exceed) the amount  received by such  seller.  No
Person  guilty of  fraudulent  misrepresentation  (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any Person
who was not guilty of such fraudulent  misrepresentation.  The  obligations,  if
any,  of the  Selling  Holders of  Registrable  Common  Stock to  contribute  as
provided in this Section 8(d) are several in proportion to the relative value of
their respective Registrable Common Stock covered by such registration statement
and not joint. In addition, no Person shall be obligated to contribute hereunder
any  amounts  in payment  for any  settlement  of any action or Losses  effected
without such Person's consent.





<PAGE> 80
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002


(e) The  indemnification  and  contribution  required by this Section 8 shall be
made by  periodic  payments  of the  amount  thereof  during  the  course of any
investigation  or  defense,  as and  when  bills  are  received  or any  Loss is
incurred.

9.  Registration  Rights to Others.  If the Issuer  shall at any time  hereafter
provide to any holder of any securities of the Issuer rights with respect to the
registration  of such  securities  under the Securities Act or the Exchange Act,
such rights shall not be in conflict with or adversely  affect any of the rights
provided in these  Registration  Rights Provisions to the Holders of Registrable
Common Stock.

10. Rule 144 and Rule 144A. At such time as the Holders become  eligible to sell
Applicable  Securities  pursuant to Rule 144,  the Issuer shall take all actions
required  to be taken on the part of the  Issuer in order to enable  Holders  to
sell  Registrable  Common Stock without  registration  under the  Securities Act
within  the  limitation  of the  exemptions  provided  by (a) Rule 144 under the
Securities  Act,  as such Rule may be amended  from time to time,  (b) Rule 144A
under the Securities  Act, as such Rule may be amended from time to time, or (c)
any similar rules or regulations hereafter adopted by the Commission, including,
without  limiting the generality of the foregoing,  filing on a timely basis all
reports required to be filed under the Exchange Act.

11.  Amendments  and  Waivers.   Any  provision  of  these  Registration  Rights
Provisions  may be  amended,  modified  or waived if,  but only if, the  written
consent to such  amendment,  modification  or waiver has been  obtained from (i)
except as provided  in clause  (ii) below,  the Holder or Holders of at least 66
2/3% of the shares of  Registrable  Common  Stock  affected  by such  amendment,
modification  or waiver and (ii) in the case of any amendment,  modification  or
waiver of any provision of Section 4 of these Registration  Rights Provisions or
this Section 11, or as to the percentages of Holders required for any amendment,
modification or waiver, or any amendment, modification or waiver which adversely
affects any right and/or obligation under these  Registration  Rights Provisions
of any Holder, the written consent of each Holder so affected.

12. Nominees for Beneficial  Owners.  In the event that any  Registrable  Common
Stock is held by a nominee for the  beneficial  owner  thereof,  the  beneficial
owner  thereof  may, at its  election  in writing  delivered  to the Issuer,  be
treated as the  Holder of such  Registrable  Common  Stock for  purposes  of any
request or other action by any Holder or Holders pursuant to these  Registration
Rights  Provisions or any determination of the number or percentage of shares of
Registrable  Common  Stock held by any Holder or Holders  contemplated  by these
Registration  Rights  Provisions.  If the  beneficial  owner of any  Registrable
Common  Stock  so  elects,   the  Issuer  may  require   assurances   reasonably
satisfactory  to it of such owner's  beneficial  ownership  of such  Registrable
Common Stock.










<PAGE> 81
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002


13. Assignment.  The provisions of these Registration Rights Provisions shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, successors and permitted assigns. Any Holder may assign to any Transferee
of  its  Registrable  Common  Stock  its  rights  and  obligations  under  these
Registration  Rights  Provisions  (except with respect to shares of  Registrable
Common  Stock sold  pursuant  to Rule 144 under the  Securities  Act,  under any
registration  statement  or  otherwise  in a manner  such that the shares are no
longer subject to  restrictions  from further public resale under the Securities
Act  without  regard to volume  limitations),  provided  that the  Issuer  shall
receive written notice of such transfer and that such Transferee  shall agree in
writing  with the parties  hereto prior to the  assignment  to be bound by these
Registration Rights Provisions as if it were an original party hereto, whereupon
such  assignee  shall for all  purposes  be deemed  to be a Holder  under  these
Registration Rights Provisions.  Except as provided above or otherwise permitted
by these  Registration  Rights  Provisions,  neither these  Registration  Rights
Provisions nor any right,  remedy,  obligation or liability arising hereunder or
by reason  hereof shall be  assignable  by any Holder  without the prior written
consent  of  the  other  parties  hereto.   The  Issuer  may  not  assign  these
Registration  Rights  Provisions or any right,  remedy,  obligation or liability
arising  hereunder  or  by  reason  hereof  except  in  the  case  of a  merger,
consolidation or sale of all or a substantial part of its business.

14. Miscellaneous.

(a) Each of the parties hereto shall execute such documents and other papers and
perform such further  acts as may be  reasonably  required or desirable to carry
out the provisions of these Registration  Rights Provisions and the transactions
contemplated hereby.

(b) The headings in these Registration  Rights Provisions are for convenience of
reference  only and shall not control or affect the meaning or  construction  of
any provisions of these Registration Rights Provisions.

(c) The Issuer will not hereafter enter into any agreement which is inconsistent
with the rights granted to the Holders in these Registration Rights Provisions.

(d) Each Holder, in addition to being entitled to exercise all rights granted by
law, including recovery of damages,  will be entitled to specific performance of
its rights under these Registration  Rights  Provisions.  The Issuer agrees that
monetary  damages  would not be adequate  compensation  for any loss incurred by
reason  of a  breach  by it of  the  provisions  of  these  Registration  Rights
Provisions  and the Issuer  hereby agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.

(e)  Notwithstanding  any  provision of these  Registration  Rights  Provisions,
neither  the Issuer nor any other  party  hereto  shall be  required to take any
action which would be in violation of any applicable Federal or state securities
law. The invalidity or unenforceability of any provision of these Registration






<PAGE> 82
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.8  AGREEMENT DATED NOVEMBER 15, 2002


Rights Provisions in any jurisdiction shall not affect the validity, legality or
enforceability of any other provision of these Registration Rights Provisions in
such  jurisdiction  or  the  validity,   legality  or  enforceability  of  these
Registration  Rights  Provisions,  including  any such  provision,  in any other
jurisdiction,  it being intended that all rights and  obligations of the parties
hereunder shall be enforceable to the fullest extent permitted by law.















































<PAGE>  83
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.9   Termination Agreement

                                    TERMINATION AGREEMENT

     AGREEMENT,  dated as of the 7th day of March, 2002, by and between The Finx
Group,  Inc., a Delaware  corporation  with offices at 21634 Club Vista Terrace,
Boca Raton, Florida 33433 ("Finx"), and Trans Global Services,  Inc., a Delaware
corporation with offices at 1393 Veterans Memorial Highway,  Hauppauge, New York
11788 ("Trans Global").

                                    W I T N E S S E T H:

     WHEREAS,  Trans Global and Finx are parties to an agreement  dated November
15,  2001,  as  amended,  which  agreement,  as so amended is referred to as the
"November  Agreement,"  pursuant to which Finx agreed to make an  investment  in
Trans Global; and

     WHEREAS, Finx has made an investment of $250,000 in Trans Global; and

     WHEREAS,  the parties desire to terminate the November  Agreement on and in
accordance with the provisions of this Agreement;

     WHEREFORE, the parties hereto agree as follows:

12. Return and Cancellation of Shares.  Contemporaneously  with the execution of
this Agreement:

(a) Trans Global is hereby  instructing Asher S. Levitsky to deliver to American
Stock Transfer & Trust Company ("AST"), for cancellation,  stock certificate no.
DE 0932, representing 2,500,000 shares of Finx' common stock, par value $.01 per
share, issued in the name of Trans Global.

(b)  Finx  is  hereby  instructing  Asher  S.  Levitsky  to  deliver  to AST for
cancellation,  stock certificate no. TG 0614,  representing  5,000,000 shares of
Trans  Global's  common stock,  par value $.01 per share  ("Trans  Global Common
Stock"), issued in the name of The Finx Group Inc.

(c) Finx has  previously  advised  Trans  Global that it held a  certificate  to
purchase  4,000,000  shares of Trans  Global  Common  Stock in the name of Finx.
However,  Finx does not believe that such shares were issued,  and, in the event
that a  certificate  for such  shares was  issued,  Finx will  deliver the stock
certificate to Trans Global for delivery of such shares to AST for  cancellation
for no consideration,  and Finx will indemnify Trans Global and hold it harmless
from and against any loss,  liability,  damage or expense which Trans Global may
incur as a result of such issuance.

(d) Trans  Global  shall have no  obligation  to deliver any shares of preferred
stock to Finx or any designee of Finx.










<PAGE>  84
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.9   Termination Agreement


13. In consideration for the investment by Finx of $250,000 in Trans Global, the
following   shares  of  Trans  Global  Common  Stock  (the  "Retained   Shares")
certificates may be retained by the designees of Finx named below.

                  Name                                       Number of Shares
         Lewis S. Schiller                                   500,000
         Grazyna B. Wnuk                                     250,000
         Carol Schiller                                      62,500
         Blake Schiller                                      62,500
         Doug Schiller                                       62,500
         Linda Schiller                                      62,500
                                                          1,000,000
14.  Representations  and  Warranties of Finx.  Finx  represents and warrants to
Trans Global as follows:

(a) During the period from  December 21, 2001 until the date of this  Agreement,
neither  Finx nor any  individual  who is or was an officer or  director of both
Finx and Trans Global has issued, or directly or indirectly, caused the issuance
of any shares of Trans Global Common Stock (other than the shares referred to in
Sections  1(c) and 2 of this  Agreement)  or options to  purchase  any shares of
Trans Global Common Stock other than the following:

     (i) An option to purchase  2,500,000 shares of Trans Global Common Stock at
an exercise price of $.05 per shares was issued to Frank  Speight,  which option
was exercised on or about  February 1, 2002,  and  2,500,000  shares were issued
upon such  exercise.  On or about February 28, 2002,  2,300,000  shares of Trans
Global Common Stock were returned to Trans Global for cancellation. The exercise
price of the shares has not been received by Trans Global, and Finx will use its
best  efforts  to obtain  for Trans  Global as soon as  possible  payment of the
$10,000 exercise price for the 200,000 shares which were not cancelled.

     (ii) An option to purchase  500,000  shares of Trans Global Common Stock at
an  exercise  price of $.05 per shares was  issued to Douglas E.  Ashman,  which
option was  exercised  on or about  February 5, 2002,  and  500,000  shares were
issued upon such exercise.  The exercise price was paid to Trans Global, and Mr.
Ashman lent Trans Global $25,000, to be repaid from Trans Global's positive cash
flow from  operations or an equity  financing as set forth in Trans  Global's 9%
promissory note dated March 7, 2002. Except for the loan to Trans Global,  Trans
Global has no further or ongoing  obligation  to Mr.  Ashman and is not party to
any agreement with Mr. Ashman.

     (iii) An option to purchase  100,000 shares of Trans Global Common Stock at
an  exercise  price of $.05 per shares was issued to Anton Lee  Wingeier,  which
option was  exercised  on or about  February 5, 2002,  and  100,000  shares were
issued upon such exercise. The exercise price was paid through services rendered
as reflected in the invoices previously  submitted to Trans Global in the amount
of $6,022.50,  and Mr.  Wingeier has agreed to write off any amount in excess of
$5,000. Trans Global has no further or ongoing obligation to Mr. Wingeier and is
not party to any agreement with Mr. Wingeier.




<PAGE> 85
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.9   Termination Agreement


     (iv) On or about  February 20, 2002,  the exercise  price of the warrant to
purchase  300,000 shares of Trans Global Common Stock held by Steven Drescher or
an affiliate of Mr.  Dreschser  was reduced to $.01 per share,  and the warrants
were amended to provide for cashless  exercise,  in full  satisfaction of all of
Trans Global's  obligations to Mr.  Drescher and his affiliates and S.G.  Martin
Securities,   LLP  and  its  affiliates.   Pursuant  to  the  cashless  exercise
provisions, the warrant was exercised, and 297,000 shares of Trans Global Common
Stock were issued.

     (v)  Neither  Finx  nor  any of its  officers  or  directors  knows  of any
obligation of Trans Global which was incurred  since December 21, 2001 which was
not disclosed in writing to Mr. Joseph Sicinski.

     (vi)  No  other   options  were  granted   either   pursuant  to  the  2002
Non-Qualified Stock Option Plan or otherwise.

(b) The issuance of all of the options and shares of Trans  Global  Common Stock
described in Section 3(a) of this  Agreement were made in full  compliance  with
the  Securities Act of 1933, as amended,  and all  applicable  Federal and state
laws relating to the issuance of securities.

(c) Finx  understands  that Trans  Global  will seek to make an  acquisition  or
financing  following  the  consummation  of the  transactions  described in this
Agreement,  but no assurance has been given that it can or will be successful in
such negotiations.

(d) All  corporate  action  necessary  for the  execution  and  delivery of this
Agreement by Finx and the  performance by Finx of its terms has been taken,  and
this Agreement  constitutes  the valid,  binding and  enforceable  obligation of
Finx.

(e) The Retained  Shares were acquired by the persons named in Section 2 of this
Agreement the account of such persons, for investment and not with a view to the
sale or distribution thereof, and the holders of the Retained Shares do not have
any registration  rights with respect to such shares. None of the holders of the
Retained  Shares  will  transfer,  encumber or  otherwise  dispose of any of the
Retained  Shares  except  in  compliance  with  applicable   Federal  and  state
securities  laws. The  certificates  for the Retained Shares bear Trans Global's
standard  investment legend. Finx shall take all action necessary to insure that
the persons  holding the  Retained  Shares  comply with the  provisions  of this
Section 3(e).

15.  Representations and Warranties of Trans Global. Trans Global represents and
warrants to Finx as follows:

(a) All  corporate  action  necessary  for the  execution  and  delivery of this
Agreement by Trans Global and the  performance  by Trans Global of its terms has
been taken,  and this Agreement  constitutes the valid,  binding and enforceable
obligation of Trans Global.

(b) The Retained Shares are duly and validly  authorized and issued,  fully paid
and non-assessable.





<PAGE> 86
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.9   Termination Agreement


16. Mutual Release.

(a) Trans  Global  does  hereby  unconditionally  and  irrevocably  release  and
discharge Finx, its officers,  directors and counsel and their respective heirs,
executors,  successors  and  assigns  (the  "Finx  Releasees")  from any and all
actions,  causes of action, suits, debts, sums of money,  accounts,  reckonings,
notes, bonds, warrants, bills, specialties, covenants, contracts, controversies,
agreements, liabilities,  obligations,  undertakings,  promises, damages, claims
and demands whatsoever,  in law, admiralty or equity,  whether known or unknown,
foreseen or unforeseen, liquidated or unliquidated, whether asserted personally,
derivatively, or in any other capacity, which Trans Global or its successors and
assigns  had,  now have or may in the future can,  shall or may have against the
Finx Releasees,  for, upon or by reason of any matter, cause or thing whatsoever
from the beginning of the world to the date of this Agreement, except that Trans
Global  does  not  release  any  Finx  Releasee  from  any  of  his,  her or its
obligations under the this Agreement or for any breaches of the  representations
and warranties contained in this Agreement.

(b) Finx does hereby unconditionally and irrevocably release and discharge Trans
Global,  its  officers,  directors  and  counsel  and  their  respective  heirs,
executors,  successors  and  assigns  (the  "TGSI  Releasees")  from any and all
actions,  causes of action, suits, debts, sums of money,  accounts,  reckonings,
notes, bonds, warrants, bills, specialties, covenants, contracts, controversies,
agreements, liabilities,  obligations,  undertakings,  promises, damages, claims
and demands whatsoever,  in law, admiralty or equity,  whether known or unknown,
foreseen or unforeseen, liquidated or unliquidated, which Finx or its successors
and  assigns  ever had,  now have or may in the  future  can,  shall or may have
against any TGSI Releasee,  for, upon or by reason or any matter, cause or thing
whatsoever  from the  beginning  of the  world  to the  date of this  Agreement;
provided, however, that Finx does not release any TGSI Releasee from any of his,
her or its  obligations  under the this  Agreement  or for any  breaches  of the
representations and warranties contained in this Agreement.

17. Resignation.  The parties acknowledge that Lewis S. Schiller has resigned as
a director and officer of Trans Global effective on March 4, 2002.

18. Miscellaneous.

(a) Any notice, request, demand, statement,  authorization,  approval or consent
made  hereunder  shall be in writing and signed by the party giving such notice,
and delivered personally or sent by overnight courier, mail or messenger against
receipt  thereof  or  sent by  registered  or  certified  mail,  return  receipt
requested,  or by facsimile  transmission or similar means of  communication  if
receipt is confirmed or if transmission of such notice is confirmed by mail or












<PAGE> 87
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.9   Termination Agreement


overnight  courier  service as provided in this Section 7 (a).  Notices shall be
deemed to have been  received  on the date of  receipt or the date  delivery  is
refused.  Notices shall be sent to the parties at the addresses set forth in the
beginning  of this  Agreement,  to the  attention  of the  person  signing  this
Agreement.  Notice by  facsimile  transmission  shall be sent to Trans Global at
(631) 724-0039, and to Finx at (561) 447-9896. Either party may, by like notice,
change the address, person or fax number to which notice shall be sent.

(b) This Agreement shall be binding upon the parties hereto and their respective
successors and assigns.

(c) This  Agreement  shall be construed in  accordance  with and governed by the
laws of the  State of New  York  applicable  to  agreements  executed  and to be
performed wholly within such State, without regard to principles of conflicts of
laws.  Each party hereby (i)  irrevocably  consents and agrees that any legal or
equitable  action  or  proceeding  arising  under  or in  connection  with  this
Agreement  may be brought in any federal or state court  situated in New York or
Suffolk County, New York, (ii) irrevocably submits to and accepts,  with respect
to its properties  and assets,  generally and  unconditionally,  the in personam
jurisdiction  of the aforesaid  courts and waives the defense of an inconvenient
forum to the  maintenance  of such action or  proceeding,  and (iii) agrees that
service in any such  action may be made  either (A) by mailing or  delivering  a
copy of such  process to such  party in the manner set forth in Section  7(a) of
this Agreement, other than by facsimile transmission, or (B) by any other manner
permitted by law.

(d) Neither any failure nor any delay on the part of either party in  exercising
any right,  power or privilege  under this  Agreement  shall operate as a waiver
thereof,  nor shall a single or partial  exercise  thereof preclude any other or
further exercise of any other right, power or privilege.

(e) No  modification,  amendment or waiver of any  provision of this  Agreement,
shall be  effective  unless  the same  shall be in  writing  and  signed by both
parties,  in the case of a modification  or amendment,  or by the party granting
the waiver,  in the case of a waiver,  expressly  refers to this  Agreement  and
states that it is a modification,  amendment or waiver,  as the case may be. Any
waiver or consent shall be effective  only in the specific  instance and for the
purpose for which given.

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

(g) This  Agreement may be executed in two or more  counterparts,  each of which
shall  constitute  an original,  but all of which,  when taken  together,  shall
constitute but one instrument.






<PAGE> 88
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 10.9   Termination Agreement


(h) Section  headings used herein are for  convenience of reference only and are
not to affect the construction of or be taken into consideration in interpreting
this Agreement.

(i) All  references  to any  gender  shall be deemed to include  the  masculine,
feminine or neuter gender, the singular shall include the plural, and the plural
shall include the singular.







     IN WITNESS WHEREOF,  the parties have executed this Agreement or has caused
this Agreement to be duly executed by its duly authorized officer, all as of the
day and year first above written.


                                      THE FINX GROUP, INC.


                                      By:_____________________________
                                         Lewis S. Schiller, President and CEO

                                      TRANS GLOBAL SERVICES, INC.


                                      By:_____________________________
                                         Joseph G. Sicinski, President