Trans Global Services, Inc.
Form 10-K 12/31/99

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, 1999

[ ] 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. [X]

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 28, 2000: $2,691,625

State the  number of shares  outstanding  of each of the  Company's  classes  of
common stock as of March 30, 2000:  2,619,716  shares of Common Stock, par value
$.01 per share.

        DOCUMENTS INCORPORATED BY REFERENCE
Item III is incorporated  by reference from the  Registrant's  definitive  proxy
statement relating to its 2000 Annual Meeting of Stockholders.

<PAGE>      2

        PART I

Item 1. Business.

Trans Global Services, Inc. is engaged in providing technical Temporary staffing
services.  In performing  such  services,  we address the current trend of major
corporations in "downsizing" and "outsourcing" by providing 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  outsourcing  services  such as those offered by the
Company  results from the trend in  employment  practices by major  corporations
principally in the aircraft and aerospace industries as well as the electronics,
energy,  telecommunications,  banking and computer science industries 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.

We also offer our  clients a range of  integrated  logistical  support  services
which are performed at our facilities.  These services, which are ancillary to a
project,  can include the management of technical  documents involving technical
writing,  preparation of engineering reports,  parts provisioning  documents and
test  equipment  support  documents,   establishing   maintenance  concepts  and
procedures,   and  providing  manpower  and  personnel  support.  To  date,  the
integrated  logistics  support  business  has not  generated  more than  nominal
revenue,  we cannot give any  assurance  that we will  generate any  significant
revenue or profit from such services.

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 which was incorporated in September 1993 under the
name Concept  Technologies  Group, Inc.  ("Concept").  Our executive offices are
located at 1393 Veterans  Memorial Hwy.,  Hauppauge,  New York 11788,  telephone
(631) 724-0006.

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

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

As of February 25, 1999, The Sagemark Companies,  Ltd., which was formerly known
as Consolidated  Technology Group Ltd., through its subsidiary SIS Capital Corp.
owned approximately 40.1% of our outstanding common stock. On February 25, 1999,
we and Sagemark entered into an agreement pursuant to which Sagemark transferred
to us 1,150,000  shares of our common stock in  satisfaction  of (i)  Sagemark's
obligations  to pay the redemption  price of $2,100,000  payable with respect to
the  Sagemark  Series G 2%  Cumulative  Redeemable  Preferred  Stock owned by us
together with accrued  dividends of  approximately  $140,000 and  (ii)Sagemark's
obligation  to pay us $325,952  in respect of advances  made by us to certain of
Sagemark's  subsidiaries.  At December 31, 1999,  Arc  Networks,  Inc., a former
Sagemark  subsidiary,  owed us approximately $1.2 million.  This note, which was
guaranteed by Sagemark and others,  became due.  Pursuant to an agreement  dated
February 7, 2000  agreement  with ARC Networks,  Sagemark and other  guarantors,
Sagemark  transferred  50,000  shares of our common stock to us and we agreed to
extend the maturity date of the note from Arc Networks to April 24, 2000.

Forward Looking Statements

The  statements  in this Form 10-K Annual  Report that are not  descriptions  of
historical facts may be forward looking statements that are subject to risks and
uncertainties.  In  particular,  statements  in this  Form 10-K  Annual  Report,
including any material  incorporated  by reference in this Form 10-K, that state
our  intentions,  beliefs,  expectations,  strategies,  predictions or any other
statements  relating  to  our  future  activities  or  other  future  events  or
conditions  are  "forward-looking  statements."  Forward-looking  statements are
subject to risks,  uncertainties and other factors,  including,  but not limited
to, those  identified  under "Risk  Factors,"  those  described in  Management's
Discussion  and Analysis of Financial  Conditions  and Results of Operations and
those   described  in  any  other  filings  with  the  Securities  and  Exchange
Commission,  as well as general  economic  conditions,  any one or more of which
could  cause  actual  results to differ  materially  from  those  stated in such
statements.

Risk Factors

Our clients are concentrated in the aircraft and aerospace industries, which has
resulted in a downturn in our business  because of the downturn in business from
these industries

Our three  largest  clients for 1999 and 1998 were in the aircraft and aerospace
industries,  accounting  for revenue of  approximately  $17  million,  or 47% of
revenue, in 1999 and $40 million, or 60.1% of revenue, in 1998. Revenue from The


<PAGE>      4

Boeing  Company,  which was our  largest  client in 1998,  declined  from $ 16.3
million,  or 24.4% of revenue,  in 1998 to $4.6 million, or 12.8% of revenue, in
1999.  These  decreases  can be  attributed  to the slowdown in the aircraft and
aerospace industries. This trend has continued, and the reduced level of revenue
from our major clients has continued during the first quarter of 2000. We cannot
predict when or whether the trend will change.

We  require  financing  for our  operations,  we are in  default  under our loan
agreement and our loan agreement will not be renewed.

At December 31, 1999, we had working capital deficiency of $156,000, and we were
in default under three of the financial  covenant  under our agreement  with our
asset-based lender. Although the lender has agreed to waive these defaults as of
December 31, 1999, it has advised us that it will not renew the  agreement  when
it becomes  due in April 2000.  If we are not able to obtain a credit  facility,
our ability to conduct our business will be severely impaired.  In January 2000,
we raised $1.0 million from a group of accredited  investors,  to whom we issued
our notes in the  principal  amount of $1.0 million.  In connection  with theses
notes,  we issued  warrants to purchase an aggregate of 250,000 shares of common
stock at $.35 per share to the  investors  and  others  who  assisted  us in the
transaction.

We incurred losses during 1999 and our losses are  continuing.

As a result of the decline in  business  from our  clients in the  aircraft  and
aerospace  industries,  we sustained a loss of $1.9  million,  or $.61 per share
(basic and diluted) for 1999. Our losses are continuing,  and we expect to incur
losses at least through the first and second  quarters of 2000. We cannot assure
you that we will be able to generate profits in the future.

We lent $500,000 to a  newly-formed  company,  and we cannot give assurance that
these notes will be paid.

In  connection  with the $1.0 million loan from  investors,  we lent $500,000 to
i-engineering.com,  Inc.,  a newly  formed  company,  as  part of a  transaction
pursuant  to which we received an equity  position in  i-engineering.com  and we
issued 270,000 shares of our common stock to  i-engineering.com.  The notes from
i-engineering.com  are due in June 2000. If  i-engineering.com  does not receive
financing, it may not be able to pay the notes, which could impair our financial
position.

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

The temporary  technical staffing business is highly competitive with respect to
both employers and employees. In order to attract both clients and employees, we
must show that we have the  financial  capability  to perform  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 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 clients will
be impaired if we cannot offer employees direct payroll deposit.


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.

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.

Our common stock has been delisted from the Nasdaq SmallCap Market.

On March 16, 2000, our common stock was delisted from the Nasdaq SmallCap Market
because  we failed to hold a  stockholders  meeting  in 1999.  Although  we have
appealed  the  decision,  we cannot  assure  you that our  common  stock will be
relisted on the Nasdaq SmallCap  Market.  Our common stock may become 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.


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 and other officers,
the  agreements  do not  guarantee  that the  officers  will  continue  in their
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 do not anticipate paying dividends on our common stock.

We presently intend to retain future earnings, if any, in order to provide funds
for use in the operation and expansion of our business and,  accordingly,  we do
not  anticipate  paying cash  dividends on our Common  Stock in the  foreseeable
future.

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.  Although we have no present  intention to issue any
additional shares of preferred stock or to create any series of preferred stock,
we may issue such shares in the future.  If we issue preferred stock in a manner
which dilutes the voting  rights of the holders of the common stock,  we may not
be able to list our common stock on The Nasdaq SmallCap Market.

Shares may be issued pursuant to options and warrants.

We may issue stock upon the  exercise of options to purchase up to an  aggregate
299,192  shares of common stock  pursuant to our long-term  incentive  plans and
warrants to purchase an  aggregate of 1,066,662  shares,  including  warrants to
purchase 250,000 shares of common stock which were issued in connection with our
January 2000 placement of $1.0 million in 18-month notes.

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  "downsizing"  and  "outsourcing"  have
become an increasingly  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 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 is the  employer  of
record.

We market our services to potential clients through our officers, management and
recruitment  personnel  who seek to  provide  potential  clients  with a program
designed  to meet the  client's  specific  requirements.  The  marketing  effort
utilizes referrals from other clients,  sales calls, mailings and telemarketing.

<PAGE>    7

Item 1.  Business [Continued]

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 six  offices,  including  our main office in Long  Island,  New
York,  throughout the United States,  there is 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 contract engineering services such as those provided by us
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, banking and computer science industries
and  public  utilities  along  with  numerous  manufacturing  companies.  We are
expanding  our  effort  to  address  the  general  trend  of  "downsizing"   and
"outsourcing"  by major  corporations on a national basis. To meet this goal, we
have commenced a national sales campaign  addressing a broad spectrum of Fortune
500 companies,  offering a managed  staffing  service to those  companies in the
process  of  downsizing  and  outsourcing  specific  functions.  Since a company
engaged  in  downsizing  seeks  to focus on its  core  business  needs  with its
in-house  staff, we seek to identify and address the needs of a specific task or
department  not part of the core  business  for  which  outsourcing  would be an
appropriate method of addressing those needs. In addressing these needs, we have
conducted marketing efforts with Manpower International, Inc., Adecco and Olsten
Corporation.

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 our largest clients in 1999:

Client                        Revenue             Percent
Lockheed-Martin           $7.3 million             20.2%
Bell Helicopter Textron    4.9 million             13.7%
Boeing                     4.6 million             12.8%
Gulfstream Aerospace       3.0 million              8.2%
Northrop Grumman           2.8 million              7.9%
CDI Corp.                  2.4 million              6.7%




<PAGE>   8

Item 1.  Business [Continued]


The  following  table shows the revenue and the  percentage of our total revenue
from our largest clients in 1998:

Client                        Revenue          Percent
Boeing                     $16.3 million        24.4%
Lockheed-Martin             12.2 million        18.3%
Northrop Grumman            11.6 million        17.4%
Gulfstream Aerospace         4.2 million         9.0%
Bell Helicopter Textron      6.0 million         6.3%

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 of to generate revenue is
dependent not only upon its ability to obtain  contracts with clients,  but also
to provide  its  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 may adversely  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.

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  manpower  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, 1999, we had 365 employees,  of which 333 were contract  service
employees who performed  services on the clients' premises and 32 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.  Our  employees  are not  represented  by a labor union,  and we
consider our employee relationships to be good.

Executive Officers of the Company

The following are the executive officers of the Company as of March 31, 2000:

     Name            Age       Position with the Company
    -----            ----      -------------------------
Joseph G. Sicinski   68        Chief Executive Officer, President and Director
Edward D. Bright     62        Chairman of the Board
Glen R. Charles      46        Chief Financial Officer, Secretary, Treasurer and
                               Director
Frank J. Vincenti    48        Vice President

Mr. Joseph G. Sicinski has been our president and a director  since May 1995 and
our chief  executive  officer since April 1998. He served in the same capacities
for our predecessors since 1992. 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., which
markets medical information systems.

Mr.  Edward  Bright has been a director  since  April 1998.  In April 1998,  Mr.
Bright was also  elected as  chairman,  secretary,  treasurer  and a director of
Sagemark,  which was then known as  Consolidated  Technology  Group Ltd.,  and a
director of  Netsmart.  From January  1996 until April 1998,  Mr.  Bright was an
executive  officer of or advisor to a subsidiary of Netsmart  which was acquired
by  Netsmart  in June 1994.  From June 1994  until  January  1996,  he was chief
executive officer of Netsmart.

Mr. Glen R. Charles has been our chief financial officer and treasurer since May
1995 and of our  predecessor  since January  1995. He has been  secretary of the
Company since April 1998 and a director  since May 1999.  Mr.  Charles served as
chief  financial  officer  of one  of our  subsidiaries  since  its  acquisition
November  1994.  From 1992 to  November  1994,  he was  engaged  in the  private
practice of accounting.







<PAGE>    10

Item 1.  Business [Continued]

Mr. Frank J. Vincenti has been vice president  since May 1998. Mr.  Vincenti has
approximately 25 years of experience in the contract  engineering  industry with
direct experience in staffing, recruiting, sales and marketing. Mr. Vincenti was
previously employed by CDI, a leading competitor of the Company, where he served
as vice president of regional operations in the information technology division.


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, Los Angeles California,  Seattle Washington
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 RMI 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
one of our present  subsidiaries,  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.

In December  1999,  an action was commenced in the Supreme Court of the State of
New York, County of Suffolk,  by Vero  International,  Inc. against Trans Global
Services,  Inc.  seeking  damages of  approximately  $45,000  for goods sold and
delivered for an agreed price and for reasonable  value. We believe that we have
valid defenses to the claims.

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

         No matters were voted upon during the fourth quarter of 1999.




















<PAGE>  11

                                        PART II

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

Our common stock is traded on OTC  Bulletin  Board Market under the symbol TGSI.
Prior to March 16,  2000,  our common  stock was  traded on the Nasdaq  SmallCap
Market.  On March 16,  2000,  our  common  stock was  delisted  from the  Nasdaq
SmallCap Market for failing to hold a stockholders meeting in 1999.

The high and low closing price for the Company's Common Stock since January 1998
are as follows:
                                                      Common Stock
                                                    ---------------
                                                      High      Low
1998
  First Quarter                                      6-1/8      5
  Second Quarter                                     5-3/4      4-1/16
  Third Quarter                                      5          3
  Fourth Quarter                                     4/3/4      1-1/16

1999
  First Quarter                                      1-7/8         3/4
  Second Quarter                                     1-3/4         3/4
  Third Quarter                                      1-3/8       11/16
  Fourth Quarter                                     25/32       13/32

2000
  First Quarter (through March 28th)                 2 5/8        9/16

The  closing  price for the  common  stock on March 28,  2000 was  $1.20.  These
quotations reflect  inter-dealer  prices,  without retail mark-up,  mark-down or
commission and may not represent actual transactions.

As of  February  29,  2000,  we  believe  that there  were  approximately  2,000
beneficial holders of record 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.




















<PAGE>      12

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, 1999, 1998, 1997, 1996 and 1995. The selected financial
data for the years ended December 31, 1999, 1998 and 1997 have been derived from
the financial statements which appear elsewhere in this Report. The data for the
years  ended  December  31,  1996 and 1995 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 1:
------------------------------

<TABLE>
<S>                                   <C>          <C>          <C>        <C>         <C>
                                                          Year Ended December 31,
                                  -----------------------------------------------------------
                                        1999         1998        1997        1996        1995
        Revenue                      $ 36,015     $67,244      $75,725     $62,594    $63,152
        Net (loss)/income from
         continuing operations        ( 1,853)        805        1,023        (681)    (4,413)
        Net (loss)/income             ( 1,853)        805        1,023        (681)    (4,696)
        Net (loss)/income per share
         of common stock              (   .61)        .21          .27       ( .27)     (8.88)
        Weighted average number of
         shares of common stock
         outstanding                    3,048       3,820        3,820       2,530        529

Balance Sheet Data:
                                                      December 31,
                                -----------------------------------------------------
                                    1999        1998        1997      1996     1995
        Working capital
         (deficiency)           $ (  156)     $  972      $  257   $  (755) $(2,401)
        Total assets               7,365      12,597      13,942    13,100   12,763
        Total liabilities          2,818       3,630       5,943     6,274    8,511
        Accumulated deficit       (5,813)     (3,959)     (4,765)   (5,788)  (5,106)
        Stockholders' equity       4,547       8,967       7,999     6,826    4,252


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

Results of Operations

Years ended December 31, 1999, 1998 and 1997

Revenue from technical  temporary  staffing services is based on the hourly cost
of payroll plus a percentage. The success of our business will be dependent upon
our ability to generate sufficient revenue to enable it 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,  the  Company's  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.
</TABLE>
<PAGE>      13
Item  7.  Management's Discussion and Analysis of Financial Condition and
          Results of Operations [Continued].

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 2000, Social Security taxes are payable on the first $76,200 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 most 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 1999  revenue  from these  clients  totaled  $36  million.  This  reflected a
decrease  of 46.4% from the  revenue in 1998.  In 1998,  we  experienced  an 11%
decrease  from the revenue in 1997.  The decrease over the past two years can be
attributed  to the  slowdown in the aircraft and  aerospace  industries.  During
1999,  approximately $17 million, or 47% of our revenue,  was generated from our
three largest clients, Lockheed-Martin,  Bell Helicopter Textron and Boeing, and
69.5% was generated from our six largest  clients.  In 1998,  approximately  $40
million,  or 60.1%,  of our revenue was derived from our three largest  clients,
Boeing,  Lockheed-Martin  and  Northrop-Grumman,  and 75.4% of our  revenue  was
generated  from our five  largest  clients.  In 1997,  approximately  65% of our
revenue was derived from our three largest clients, Boeing,  Lockheed-Martin and
Northrop-Grumman,  and  approximately  79% of such  revenue was derived form our
five largest  clients.  The  reduction in business  from these clients has had a
material  impact on our  business.  This trend has  continued  through the first
quarter of 2000.

Our  gross  margins  were 8.2% for  1999,  9.2% for 1998 and 8.8% for 1997.  The
decrease in the gross margin from 1998 to 1999 can be  attributed to the loss of
some of our higher gross margin business. The increase in gross margin from 1997
to 1998  reflected  our efforts to expand the  customer  base with higher  gross
margin business.

Selling,  general  and  administrative  expenses,  exclusive  of  related  party
expenses and  amortization of intangibles,  in 1999 decreased by 18.5% from 1998
which  reflected  a  5.2%  increase  over  1997.  These  selling,   general  and
administrative  expenses  were $4.1 million in 1999,  $5.0 million in 1998,  and
$4.8 million in 1997. The decline  reflects  principally the effects of our cost
reduction  program  which was  implemented  in 1999 as a result  of the  reduced
revenue  level that we  experienced.  We began to implement  our cost  reduction
program  during  1998,  although  the  effects  of this  program  were not fully
reflected until 1999.

As a result of the decrease in both revenue and gross margin, in 1999, our gross
profit was not  sufficient  to cover our  selling,  general  and  administrative
expenses, resulting in an operating loss of $1.4 million.

Interest expense, which was $257,000 for 1999, decreased by 50% from $517,000 in
1998,  which had  decreased  by 33% from  $775,000  in 1997.  This  decrease  is
attributable  to both the lower  financing  rates payable  through the Company's
credit facility with Citizens for the full year as well as the reduced borrowing
reflecting a reduced level of revenue and accounts receivable.
<PAGE>  14
Item 7. Management's  Discussion and Analysis of Financial Condition and
        Results of Operations [Continued].

Our net loss before  income tax expense was $1.6 million in 1999,  compared with
net income before income tax benefit of $469,000 for 1998 and $748,000 for 1997.
We  recognized  a tax  benefit  from  the use of our tax loss  carryforwards  of
$336,000 in 1998 and $275,000 in 1997.  The Company's net loss was $1.8 million,
or $.61 per share, in 1999 as compared with net income of $805,000,  or $.21 per
share,  for 1998,  and $1.0 million,  or $.27 per share,  in 1997. The per share
loss for 1999 was affected by a reduction in our  outstanding  common stock as a
result of the transfer by Sagemark to us of 1,150,000 shares of common stock in.

We are continuing to operate at a loss,  and we anticipate  that we will incur a
loss for at least the first and second quarters of 2000.

Liquidity and Capital Resources

At December 31,  1999,  we had a working  capital  deficiency  of  approximately
$156,000.  During 1999,  our  operations  generated  cash flow of $153,000.  Our
principal  source  of  cash  during  1999  was  our  credit  facility  with  our
asset-based  lender.  Our agreement with our asset-based lender expires in April
2000,  and the  lender  has  advised  us that it will not renew  the  agreement.
Although we are seeking  alternative  lending sources,  we cannot give assurance
that we will be successful in obtaining an agreement with a lender,  which could
severely impair our ability to conduct business.  We borrow from our asset-based
lender in order to pay our  payroll,  and we reduce our  borrowings  when we are
paid by our client.  Without a lending  agreement,  we would have  difficulty in
meeting our payroll obligations.

Under our present  credit  agreement,  we can borrow up to 85% of our  qualified
accounts  receivables  at an  interest  rate of prime  plus  3/4% with a maximum
availability  of  $3,000,000.  Additional  costs  associated  with the financing
arrangement include an unused line fee equal to 1/4 of one percent of the unused
line and a monthly  fee of  $2,000.  The  borrowings  under this  agreement  are
secured by a security  interest in all of our assets.  At December 31, 1999 such
borrowings  were  approximately  $2.1 million,  as compared with $2.6 million at
December 31, 1998.

We are presently in default of three of our financial covenants in our agreement
with our asset-based  lender.  These covenants  relate to the requirements for a
minimum  tangible  capital  base,  a ratio  of cash  flow  to debt  service  and
profitability. The asset-based lender has agreed to waive these defaults through
December 31, 1999,  provided  that the interest rate be increased to 1 1/2% over
the prime rate and we maintain with the lender a minimum balance of $200,000.

In  January  2000,  we raised  $1.0  million  through  the  issuance  of our 10%
subordinated  promissory  notes  due 18  months  from the date of  issuance.  In
connection with this financing we issued warrants to purchase  250,000 shares of
our common  stock at $.35 per share to the  investors  and others who  performed
services relating to the financing.

In accordance with our agreement  relating to the issuance of the notes, we lent
$500,000 of the proceeds to i-engineering.com, Inc. for a term of 120 days at an
interest  rate  of  10%.  In  addition,   we  acquired  an  equity  interest  in
i-engineering.com,  and issued to i-engineering.com 270,000 shares of our common
stock.

<PAGE>     15

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

At December 31, 2000, Arc Networks was in default on its $1.2 million promissory
note to us. This note is guaranteed by Sagemark and other companies that are not
affiliated  with us. In February  2000, we agreed to extend the maturity date of
Arc Networks  promissory note until April 24, 2000 in exchange for $15,000 and a
transfer by Sagemark to us of 50,000 shares of our common stock. We are required
to pay the $1.0 million notes we issued in January 2000 when we receive  payment
from Arc Networks.

Our working capital is presently  sufficient to meet only our present needs. Due
to both our low working  capital,  after giving  effect to the net proceeds from
the issuance of our $1.0 million notes and the  termination in April 2000 of our
credit agreement, we must increase revenue, further reduce expenses,  collect on
our outstanding  promissory notes from Arc and i-engineering when due and secure
additional  funding in order to  continue  our  operations.  The failure to have
adequate  working capital or an ongoing credit facility would impair our ability
to operate.


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
                                  PART III

The  information  required by Part III is  incorporated  by  reference  from our
definitive  proxy  statement for our 2000 Annual Meeting of  Stockholders  to be
filed with the Securities and Exchange Commission not later than April 30, 2000.





















<PAGE>     16
                                    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, 1999 and 1998
Consolidated  Statements  of Operations  for the years ended  December 31, 1999,
1998, and 1997
Consolidated  Statements of Changes in Stockholders'  Equity for the years ended
December 31, 1999, 1998, and 1997
Consolidated  Statements  of Cash Flows for the years ended  December  31, 1999,
1998, and 1997

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.     Employment agreement dated October 15, 1997, between the Company and
          Joseph G. Sicinski, as amended.
10.2 (4)  1995 Long-Term Incentive Plan.
10.4 -(5) 1998 Long-Term Incentive Plan
10.4 (2)  Form of Series A Common Stock Purchase Warrants.
10.6 (2)  Form of Series D common Stock Purchase Warrants.
10.7 (6)  Credit Agreement dated April 23, 1998 between the Company and Citizens
          Business Credit Company.
10.8      Restated Agreement between Trans Global Services, Inc. and
          i-engineering.com























<PAGE>  17

Part IV [Continued]


11.1      Computation of (loss)income  per share.
21.1(7 )  Subsidiaries of the Registrant
24.1      Consent of Moore Stephens, P.C.
25.1      Powers of attorney (See Signature Page).
27.1      Financial data schedule.


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 definitive proxy material for its
   special meeting of stockholders for November 1996  and incorporated herein
   by reference.
4. Filed as an exhibit to the Company's definitive proxy material for its annual
   meeting of stockholders for August 1998 and incorporated herein by reference.
5. Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for
   the quarter ended March 31, 1998 and incorporated herein by reference.
6. Filed as an exhibit to the Company's Annual Report on Form 10-K for the
   year ended December 31, 1996 and incorporated herein by reference.


(d)  Reports on Form 8-K

     None






























<PAGE>    18

        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 30, 2000                    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 30,   2000
                         Officer and Director
                        (Principal Executive Officer)

Glen R. Charles          Chief Financial Officer (Principal    March 30,   2000
                         Financial and Accounting Officer)
                         and Director

 Edward D. Bright        Director                              March 30,   2000

 James Conway            Director                              March 30,   2000
















<PAGE>     19


                        INDEX TO FINANCIAL STATEMENTS


TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES                     PAGE

Report of Independent Certified Public Accounts

Consolidated Balance Sheets as of December 31, 1999 and 1998      F-3

Consolidated Statements of Operations for the years ended
December 31, 1999, 1998 and 1997                                  F-5

Consolidated Statements of Changes in Stockholders' Equity
for the years ended December 31, 1999, 1998,and 1997              F-7

Consolidated Statements of Cash Flows for the years ended
December 31,  1999, 1998 and 1997                                 F-10

Notes to Consolidated Financial Statements                        F-13






































<PAGE>    20

                      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, 1999 and 1998, and the
related consolidated  statements of operations,  stockholders'  equity, and cash
flows for each of the three years in the period ended  December 31, 1999.  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  generally   accepted  auditing
standards.  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, 1999 and 1998, and
the results of their operations and their cash flows for each of the three years
in the period ended  December 31, 1999, in conformity  with  generally  accepted
accounting principles.




MOORE STEPHENS, P.C.
Certified Public Accountants

Cranford, New Jersey
February 11, 2000



















<PAGE>    21

TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                           December 31,
                                                   1 9 9 9           1 9 9 8

<S>                                          <C>              <C>
Assets:
Current Assets:
Cash                                         $       43,141   $       234,917
Accounts Receivable - Net                         2,518,343         3,922,843
Loans Receivable - Officer                              -0-             5,000
Deferred Tax Asset-Current Portion                      -0-           144,000
Deferred Loan Costs                                     -0-            82,266
Prepaid Expenses and Other Current Assets           100,865           214,323
                                                 ----------        ----------
Total Current Assets                              2,662,349         4,603,349
                                                 ----------         ---------
Property and Equipment - Net                        162,820           171,123
                                                 ----------         ---------
Other Assets:
Due from Affiliates*                              1,171,673         1,615,035
Customer Lists                                    2,163,655         2,388,607
Goodwill - Net                                      678,392           726,968
Deferred Acquisition Costs                              -0-           235,560
Deferred Tax Asset-Non Current                      490,000           578,000
Other Assets                                         36,373            41,407
Investment in Preferred Stock of Affiliate              -0-         2,237,230
                                                 ----------          --------
Total Other Assets                                4,540,093         7,822,807
Total Assets                               $      7,365,262        12,597,279
                                           ================        ==========


See Notes to Consolidated Financial Statements.

</TABLE>
* Arc Networks was not an affiliate at 12/31/99.














                                    F-3




<PAGE>     22
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                       December 31,
                                                  1 9 9 9           1 9 9 8

<S>                                            <C>              <C>
Liabilities and Stockholders' Equity:
Current Liabilities:
Accounts Payable and Accrued Expenses          $    402,735     $    314,625
Accrued Income Taxes Payable                            -0-           13,496
Accrued Payroll and Related Taxes and Expenses      359,295          528,574
Loans Payable - Asset-Based Lender                2,056,372        2,647,244
Note Payable - Other                                    -0-          126,767
                                                  ---------         --------
Total Current Liabilities                         2,818,402        3,630,706
                                                   ---------        --------

Commitments and Contingencies [10]                      --               --
                                                  ---------        --------
Stockholders' Equity:

Common Stock $.01 Par Value, 25,000,000
 Shares authorized. 1999: 3,819,716 issued
 2,669,716 outstanding.  1998: 3,819,716
 issued and outstanding                             38,197            38,197

Capital in Excess of Par Value                  12,887,851        12,887,851

Accumulated Deficit                             (5,812,506)       (3,959,475)
                                                ----------          ---------
                                                 7,113,542         8,966,573
                                                ----------           --------

Less Treasury Stock, at cost
 1,150,000 shares - 1999                        (2,566,682)              -0-
                                                ----------          --------

Total Stockholders' Equity                       4,546,860         8,966,573
Total Liabilities and Stockholders' Equity    $  7,365,262       $12,597,279
                                               ===========       ===========

See Notes to Consolidated Financial Statements.

</TABLE>











                                      F-4

<PAGE>     23
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                               Y e a r s   e n d e d
                                                D e c e m b e r  31,
                                        1 9 9 9         1 9 9 8      1 9 9 7
<S>                                 <C>             <C>           <C>
Revenue                             $  36,015,273   $ 67,243,713  $  75,724,759

Cost of Services Provided              33,048,393     61,023,970     69,077,544
                                      ----------      ----------     ----------
Gross Profit                            2,966,880      6,219,743      6,647,215
                                      ----------      ----------     ----------
Operating Expenses:
Selling, General and
Administrative Expenses                 4,109,663      5,040,121      4,791,674
Related Party Administrative Expenses         -0-         55,000        120,000
Amortization - Intangibles                273,528        273,537        333,995
                                        ---------      ---------        -------
Total Operating Expenses                4,383,191      5,368,658      5,245,669
                                        ---------      ---------      ---------
Operating (Loss) Profit                (1,416,311)       851,085      1,401,546
                                        ---------      ---------      ---------
Other Income (Expenses):
Interest Expense                         (257,039)      (516,698)      (775,437)
Related Party-Interest Income             119,708        130,000        130,000
Other (Expense) Income                   ( 67,389)         4,611        ( 8,591)
                                        ---------       --------        -------
Total Other Expenses - Net               (204,720)      (382,087)      (654,028)
                                        ---------       --------       --------
 (Loss)Income before Income
  Tax (Expense) Benefit                (1,621,031)       468,998        747,518
Income Tax (Expense) Benefit            ( 232,000)       336,263        275,363
                                       ---------        --------      ---------
Net (Loss) Income                     $(1,853,031)   $   805,261     $1,022,881
                                        =========     ===========    ===========

Basic (Loss) Earnings Per Share       $      (.61)   $      .21     $      .27


Weighted Average Number of Shares       3,047,798     3,819,716      3,819,574

Diluted (Loss)  Earnings Per Share:
  Incremental Shares from Assumed
  Conversion of Options and Warrants          -0-        11,500         69,415
                                       ---------      ----------     ----------
Weighted Average Number of
  Shares Assuming Dilution             3,047,798      3,831,216      3,888,989

Diluted (Loss) Earnings Per Share     $     (.61)    $      .21     $      .26


See Notes to Consolidated Financial Statements
</TABLE>
                                      F-5



<PAGE>     24

Trans Global Services, Inc.
Consolidated Statement of Stockholders' Equity
<TABLE>
<CAPTION>
                                                       Shares         Amounts
<S>                                                    <C>            <C>

Common Stock $.01 Par Value Authorized
50,000,000 shares at December 31, 1997 and
25,000,000 at December 31, 1998 and 1999

Balance - December 31, 1996                         3,816,883          38,168
Exercise of Common Stock Options                        2,833              29
                                                  -----------        --------
Balance - December 31, 1997                         3,819,716         $38,197
                                                    ---------         -------
Balance - December 31, 1998                         3,819,716         $38,197
                                                  -----------         -------
Balance  December 31, 1999                         3,819,716         $38,197
                                                  ===========         =======

Capital in Excess of Par Value

Balance - December 31,1996                                         12,879,380
Exercise of Common Stock Options                                        8,471
                                                                   ----------
Balance - December 31, 1997                                        12,887,851
                                                                   ----------
Balance - December 31, 1998                                        12,887,851
                                                                   ----------
Balance - December 31, 1999                                        12,887,851
                                                                   ==========

Accumulated Deficit

Balance - December 31, 1996                                        (5,787,617)
Net Income                                                          1,022,881
                                                                    ---------
Balance - December 31, 1997                                       $(4,764,736)
Net Income                                                            805,261
                                                                   -----------
Balance - December 31, 1998                                       $(3,959,475)

Net (Loss)                                                         (1,853,031)
                                                                   -----------
Balance - December 31, 1999                                       $(5,812,506)
                                                                  ===========
Treasury Stock
Purchase of treasury stock - 1999                  1,150,000      $(2,566,682)
                                                   ---------      -----------
Balance  December 31, 1999                        1,150,000      $(2,566,682)
                                                   =========      ===========


See Notes to Consolidated Financial Statements
</TABLE>
                                           F-6

<PAGE>   25
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>                                                            AMOUNT
<S>                                                              <C>
Deferred Charges

Balance - December 31, 1996                                         ( 303,473)
Amortization of Deferred Consulting Costs                             140,872
                                                                     --------
Balance - December 31, 1997                                         ( 162,601)
Amortization of Deferred Consulting Costs                             162,601
                                                                     --------
Balance - December 31, 1998                                               -0-
                                                                     --------
Balance - December 31, 1999                                               -0-
                                                                    =========
Total Stockholders' Equity

Balance - December 31, 1996                                         6,826,458
Exercise of Common Stock Options                                        8,500
Amortization of Deferred Consulting Costs                             140,872
Net Income for the Year Ended December 31, 1997                     1,022,881
                                                                     --------
Balance - December 31, 1997                                       $ 7,998,711
Amortization of deferred Consulting Costs                             162,601
Net Income for the Year Ended December 31, 1998                       805,261
                                                                   ----------
Balance - December 31, 1998                                       $ 8,966,573
Purchase of treasury stock                                         (2,566,682)
Net Loss                                                           (1,853,031)
                                                                   ----------
Balance - December 31, 1999                                       $ 4,546,860
                                                                   ==========

</TABLE>


See Notes to Consolidated Financial Statements




                                       F-7















<PAGE>     26
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>                                         Y e a r s   e n d e d
<CAPTION>                                        D e c e m b e r  31,
                                            1 9 9 9      1 9 9 8        1 9 9 7

<S>                                       <C>          <C>             <C>
Operating Activities:
Net (Loss) Income                          $(1,853,031) $  805,261     $1,022,881
Adjustments to Reconcile Net (Loss) Income
 to Net Cash Provided By (Used in)
 Operations:
  Depreciation and Amortization              345,921      393,364         385,351
  Charges from Option Exercise                   -0-      162,601         140,872
  Deferred Acquisition Costs                 235,560          -0-             -0-
  Deferred Offering Costs                        -0-          -0-         320,245
  Deferred Loan Costs                        82,266           -0-             -0-
  Deferred Income Taxes                     232,000      (367,000)       (355,000)
Changes in Operating Assets and Liabilities:
 (Increase) Decrease in Assets:
   Accounts Receivable-Net                  1,404,500   1,547,510        (280,297)
   Loan Receivable - Officer                    5,000      42,500        (  5,000)
   Prepaid Expenses and Other
    Current Assets                            113,458   (  37,970)         53,721
Increase (Decrease) in Liabilities:
  Accounts Payable and Accrued
    Expenses                                   88,110   ( 276,989)        308,258
  Accrued Payroll and Related
    Taxes and Expenses                       (169,279)  ( 887,560)       (367,927)
  Accrued Payroll Tax Penalties                   -0-         -0-        ( 77,000)
  Accrued Income Taxes Payable               ( 13,496)  (  62,861)         76,357
  Accrued Voluntary Settlement Agreement          -0-   ( 150,000)       (150,000)
                                           ---------   ----------        --------
Total Adjustments                           2,324,040     363,595          49,580
                                           ----------   ---------       ----------
Net Cash -  Operating Activities              471,009   1,168,856       1,072,461
                                          ----------   ---------        ----------
Forward



See Notes to Consolidated Financial Statements.
</TABLE>


                                       F-8













<PAGE>     27
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>                                        Y e a r s   e n d e d
                                                  D e c e m b e r  31,
                                       1 9 9 9         1 9 9 8        1 9 9 7

<S>                                 <C>            <C>             <C>
Net Cash -
 Operating Activities Forwarded     $  471,009     $1,168,856     $   1,072,461

Investing Activities:
 Capital Expenditures                  (64,090)       (55,307)         (171,288)
 Deferred Acquisition Costs                -0-        (74,915)         (160,645)
 Repayments from Affiliates            117,410         60,920               -0-
 Advances to Affiliates                    -0-            -0-          (167,453)
 Other, net                              5,034          1,825          ( 20,337)
Investments in Preferred Stock
   of Affiliate                      (   3,500)      (136,500)              -0-
                                     --------         --------         --------
Net Cash -  Investing Activities        54,854       (203,977)         (519,723)
                                    ----------     -----------         ---------
Financing Activities:
 Net Payments to
  Asset-Based Lender                 ( 590,872)      (923,584)         (120,047)
 Deferred Offering Costs                   -0-            -0-          (168,938)
 Deferred Loan Costs                       -0-        123,399               -0-
 Exercise of Stock Options                 -0-            -0-             8,500
 Repayment of Note Payable           ( 126,767)       (11,463)              -0-
                                      ---------      ---------       ----------
Net Cash -
 Financing Activities                ( 717,639)    (1,058,446)         (280,485)
Net(Decrease) Increase in Cash and
 Cash Equivalents                    ( 191,776)    (   93,567)          272,253
Cash and Cash Equivalents
  - Beginning of Year                  234,917        328,484            56,231
Cash and Cash Equivalents
  - End of Year                  $      43,141     $  234,917        $  328,484
                                  ===========     ===========       ===========
Supplemental Disclosures of Cash
  Flow Information:
   Interest                      $    257,039      $  516,698        $  775,437
   Income Taxes                  $        -0-      $   68,936        $      -0-


Supplementary  Disclosure of Non Cash Investing and Financing  Activities during
the twelve months ended December 31, 1999.

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.



See Notes to Consolidated Financial Statements.
</TABLE>


                                          F-9



<PAGE>     28

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 two  subsidiaries,  Avionics  Research  Holdings,
Inc.,  formerly known as ARC Acquisition  Group,  Inc.["Holdings"]  and Resource
Management  International,  Inc.  ["RMI"].  The Company is engaged in  providing
technical temporary staffing services throughout the United States,  principally
in the aerospace industry.


[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, 1999 and 1998.

Prepaid Expenses and Other Current Assets - Prepaid expenses  primarily  consist
of approximately  $93,000 and $172,000 of prepaid insurance at December 31, 1999
and 1998, 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.

Offering Costs- Deferred  offering costs of $ 169,000 were incurred in 1997 with
respect to a proposed  public  offering  which was not completed in 1997.  These
costs were expensed to selling, general and administrative expenses in 1997.








                                         F-10


<PAGE>  29
TRANS GLOBAL SERVICES, INC.
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 bases 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.  On June 20,  1997,  the
Company effected a one-for-six  reverse split in its common stock. All share and
per share information in these financial statements gives effect, retroactively,
to such reverse split.

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
have been calculated in accordance with SFAS No. 128.












                                        F-11





<PAGE>    30
TRANS GLOBAL SERVICES, INC.
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 13 and 14.

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 5]

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-12









<PAGE>     31
TRANS GLOBAL SERVICES, INC.
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,
1999, and 1998, a significant portion of the Company's  receivables were derived
from three customers [See Note 12].

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, 1999,  the
Company had amounts on deposit with two financial  institutions  which  exceeded
the  federally  insured  limit by  approximately  $65,000.  The  Company has not
experienced any losses and believes it is not exposed to any significant  credit
risk from cash and cash equivalents.

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

Receivables  are shown net of an allowance  for doubtful  accounts of $62,500 at
December  31, 1999 and 1998.  The Company is presently in its final stage of its
two-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
receivables  at an interest rate of prime plus 3/4% with a maximum  availability
of  $3,000,000.  Additional  costs  associated  with the  financing  arrangement
include an unused  line fee equal to 1/4 of one percent of the unused line and a
monthly fee of $2,000.  The borrowings are secured by a security interest in all
of the Company's  assets.  At December 31, 1999 and 1998,  such  borrowings were
approximately $2.1 million and $2.6 million, respectively. At December 31, 1999,
the Company  was in default of three of its  financial  covenants  in its credit
agreement. These covenants relate to a minimum tangible capital base, a ratio of
cash flow to debt service and  profitability.  The asset-based lender has agreed
to waive these defaults as of December 31, 1999, provided that the interest rate
is increased to 1 1/2% over the prime rate and a minimum  balance of $200,000 is
maintained.  The  bank's  prime  rate  was 8 1/4%  at  December  31,  1999.  The
asset-based  lender has advised the Company that it will not renew the agreement
when it expires on April 23,  2000.  The Company is presently  negotiating  with
several asset-based  lenders,  although it has not yet reached an agreement with
any successor lender.






                                    F-13






<PAGE>     32

TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

[4] Property and Equipment

Property and equipment at December 31, 1999 and 1998  is as follows:
<TABLE>
<S>                                         <C>          <C>
                                               1 9 9 9     1 9 9 8
Equipment                                   $  454,214   $ 393,873
Furniture and Fixtures                         197,107     196,071
Leasehold Improvements                         100,510      97,797
                                             ---------    ---------
Totals - At Cost                               751,831     687,741
Less: Accumulated Depreciation                 589,011     516,618
                                             ---------    ---------
Totals                                      $  162,820   $ 171,123
</TABLE>
Depreciation  expense  charged to operations was $72,393 in 1999, and $78,694 in
1998 and $51,359 in 1997.

[5] Intangibles

The Company  acquired  its  subsidiaries  during  1994.  As part of the purchase
agreements,  the Company  acquired  customer  lists, a restrictive  covenant and
goodwill.  The intangible  assets  acquired and the related  amortization on the
straight-line method are summarized as follows:
<TABLE>
<S>               <C>  <C>          <C>        <C>          <C>         <C>

                Accumulated Amortization      Net of Amortization
                    Life                  December 31,      December 31,
                    Years    Cost       1999       1998       1999          1998
Customer Lists    15   $3,374,477  $1,210,822  $ 985,870    $2,163,655   $2,388,607
Goodwill          20    $ 971,623  $  293,231  $ 244,655    $  678,392   $  726,968

</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. Other intangibles are Customer Lists and
Covenants  Not-to-Compete.   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 fair value exceeds  carrying value as of
December 31, 1999.


                                    F-14





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

[6] Related Party Transactions

The Company had a management  services agreement with a wholly-owned  subsidiary
of The Sagemark Companies Ltd., then known as Consolidated Technology Group Ltd.
(Sagemark)pursuant  to which the Company  paid a monthly fee of $10,000  through
January 1998.  Commencing  February 1998 such fee was increased to $15,000.  The
Company terminated the management services agreement effective April 30, 1998.

In July 1997, a subsidiary  of Sagemark  sold 258,333  shares of common stock to
the president of the Company for $1.625 per share, which was the market price on
the date of sale.  The President  issued his five-year  non-recourse  promissory
note in payment of the shares. In August 1997, a Sagemark subsidiary transferred
to the  President a warrant to purchase  83,334  shares of common stock at $7.50
per share. The Sagemark  subsidiary and the president also canceled,  ab initio,
an option granted by the subsidiary to the president to purchase  133,333 shares
of common stock from at $1.50 per share.

The  Company  has from  time to time  made  advances  to three  subsidiaries  of
Sagemark [the "Sagemark  Subsidiaries"] which are not owned or controlled by the
Company.  The aggregate amount of such advances  outstanding on December 31,1999
and 1998 was $1,172,000 and $1,615,000,  respectively.  The Company has recorded
interest income from these  subsidiaries of $120,000,  $130,000 and $130,000 for
the three years ended December 31, 1999, 1998,and 1997 respectively.

The  advances  to the  Sagemark  Subsidiaries  include  an  obligation  from Arc
Networks,  Inc.,  (ARC  Networks)  which is  represented  by Arc  Networks'  10%
installment  promissory  note due August  31,  2003 in the  principal  amount of
$1,216,673  (the "Arc Note"),  and an  obligation  from Sagemark with respect to
$325,952. On December 31, 1999, Arc Networks was in default on the Arc Note. The
Arc Note is guaranteed  by Sagemark and others.  In February  2000,  the Company
agreed to extend  the  maturity  date of the Arc Note  until  April 24,  2000 in
exchange  for $15,000  and a transfer to the Company of 50,000  shares of common
stock from  Sagemark.  At  December  31,  1999,  Arc  Networks  was no longer 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.



                                      F- 15




<PAGE>     34

TRANS GLOBAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENT

[7] Note Payable - Other

At December  31,  1998,  a note  payable to former  stockholders  of an acquired
subsidiary  due  September  1996 with interest at 7% remained  outstanding.  The
payment of principal and interest on this note was  suspended  until the outcome
of the Government Printing Office contingency was resolved. The note was paid in
full by December 31, 1999.

[8] 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, 1999 and 1998 are as follows:

                                                                 December 31,
                                                              1999        1998
<TABLE>
<S>                                                         <C>          <C>
Deferred Tax Liabilities                                    $    --      $      --
                                                          --------        ---------
Deferred Tax Assets:
 Allowance for Doubtful Accounts not
  Currently Deductible                                       25,000         25,000
 Net Operating Loss Carryforwards                         1,748,000      1,296,000
                                                         ----------     ---------
Totals                                                    1,773,000      1,321,000

Valuation Allowance                                       1,283,000        599,000
                                                          ---------     ---------
Net Deferred Tax Asset                                      490,000        722,000
Net Deferred Tax Asset - Current Portion                        -0-        144,000
                                                          ---------     ---------
Net Deferred Tax Asset - Non Current                      $ 490,000      $ 578,000

</TABLE>
The Company has  recorded a net  deferred  tax asset of $490,000 at December 31,
1999. The  realization of the net deferred tax asset is dependent on the Company
generating  sufficient taxable income in future years.  Although  realization is
not assured,  management believes it is more likely than not that all of the net
deferred  tax asset will be  realized.  The amount of the net deferred tax asset
considered  realizable,  however, could be reduced in the near term if estimates
of future taxable income are reduced.

The Company's deferred tax asset valuation allowance was $1,283,000 and $599,000
as of  December  31,  1999  and  1998,  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
(decrease) in the valuation  allowance  amounted to $684,000 and  $(553,000) for
the years ended December 31, 1999 and 1998, respectively.



                                         F-16

<PAGE>     35
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

The current and deferred income tax components of the provision [benefit] for
income taxes consist of the following:
                                             Years ended  December 31,
                                      1999           1998           1997
                                      -----          ----          -----
<TABLE>
<S>                                 <C>              <C>             <C>
Current:
 Federal                            $       -0-      $ 149,009       $  227,080
 State                                      -0-         49,965           79,637
Tax Benefit of Net Operating
 Loss Carryforwards                         -0-       (168,237)        (227,080)
                                       --------        -------          -------
Totals                              $       -0-      $  30,737       $   79,637

Deferred:
 Federal                            $  181,424       $(286,994)      $ (277,610)
 State                                  50,576        ( 80,006)        ( 77,390)
                                      ---------      ---------         --------
Totals                              $  232,000       $(367,000)      $ (355,000)
                                      --------       ----------        --------
Totals                              $  232,000       $(336,263)      $ (275,363)
                                     ==========      ==========        ========
</TABLE>

A reconciliation of the federal statutory rate to the Company's effective tax
rate is as follows:
                                               Years Ended December 31,
                                            1999            1998        1997
<TABLE>                                     ----            ----        ----
<S>                                         <C>             <C>         <C>
Federal Statutory Rate                      (34%)           34%           34%

State Income Taxes, net of
 federal tax                                ( 7%)            7%            7%

Federal tax benefit of net operating
 loss carryforwards                          -0-           (32%)         (30%)
(Decrease )Increase in valuation allowance   55%           (81%)         (48%)
                                            -----          -----         -----
Effective tax rate                          14%            (72%)         (37%)
                                            =====          =====         =====

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, 2014
                 ---------
                $4,370,000
                ==========
</TABLE>
                                   F-17
<PAGE>     36
TRANS GLOBAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS

[9] Commitments
The Company  leases office space and several  office  machines  under  operating
leases which  expire in 2002.  The  following  is an analysis of future  minimum
lease commitments as of December 31, 1999:

1999                    202,802
2000                    174,066
2001                    155,660
2002                     14,955
2003                        -0-
                       --------
Total           $       547,483

Rent  expense  amounted to  $202,802,  $225,198 and $211,503 for the years ended
December 31, 1999, 1998 and 1997, respectively.

[10] 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 us. Mr. Corace
was the president of Job Shop Technical  Services,  Inc., from which we, through
one of our present  subsidiaries,  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.

In December  1999,  an action was commenced in the Supreme Court of the State of
New York, County of Suffolk,  by Vero  International,  Inc. against Trans Global
Services,  Inc.  seeking  damages of  approximately  $45,000  for goods sold and
delivered for an agreed price and for reasonable  value. We believe that we have
valid defenses to the claims.

Due to the  uncertainties  in the legal process it is  reasonably  possible that
management's  view of the  outcome of the above  matters  may change in the near
term.

[11] 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.  The following table
summarizes  financial  instruments  by individual  balance sheet  accounts as of
December 31, 1999 and 1998:
                                  Carrying Amount              Fair Value
                                   December 31,               December 31,
                                1 9 9 9      1 9 9 8     1 9 9 9       1 9 9 8
<TABLE>
<S>                            <C>         <C>          <C>         <C>
Investment in Preferred Stock
of Affiliate                   $      -0-  $2,237,230   $      -0-  $2,237,230
Debt Maturing Within One Year  $2,056,372  $2,774,011   $2,056,372  $2,774,011
---------------------------
</TABLE>
                                        F-18

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

For certain financial  instruments,  including cash and cash equivalents,  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.  The  investment in preferred  stock of affiliate is based upon the
fair value of the guarantee of fair value issued by such affiliate.

[12] Economic Dependency
In 1999, three customers  accounted for revenue of approximately $17 million, or
47% of the Company's  total  revenue.  Accounts  receivable of $670,000 were due
from these customers collectively at December 31, 1999. In 1998, three customers
accounted for approximately $40 million,  or 60% of the Company's total revenue.
Accounts receivable of $1,720,000 were due from these customers  collectively at
December 31, 1998.  In 1997,  three  customers  of the  Company,  accounted  for
approximately $48 million, or 63% of revenue.  Accounts receivable of $2,700,000
were due from these customers collectively at December 31, 1997.

                                       Revenues for the twelve
                                      months ended December 31
<TABLE>
<S>                                  <C>           <C>          <C>
                                     1999          1998         1997

Lockheed-Martin                      7,300,000     12,200,000   13,200,000
Bell Helicopter Textron              4,900,000
Boeing                               4,600,000     16,300,000   19,600,000
Northrop Grumman                                   11,600,000   15,100,000
                                     ---------     ----------   ----------
                                    16,800,000     40,100,000   47,900,000
</TABLE>
[13] Stockholders Equity

At December 31, 1999, 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,  1999,  1998 and 1997  there  were no shares of any  series of
preferred stock outstanding.












                                  F-19




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


At December 31, 1999, there were outstanding warrants to purchase 892,312 shares
of Common Stock at prices ranging from $7.50 - $21.00 per share.

A summary of warrant activity is as follows:

                               1999                  1998                 1997
                               Weighted              Weighted           Weighted
                               Average               Average            Average
                               Exercise              Exercise           Exercise
                    Shares     Price       Shares    Price     Shares   Price
<TABLE>
<S>                 <C>        <C>        <C>       <C>       <C>        <C>
Outstanding-Beginning
 of Years            901,485   $ 9.07     913,359    $9.36     1,137,434  $13.92
Granted or Sold
 during the years         --       --          --       --            --      --
Cancelled during
 the years                --       --          --       --            --      --
Expired during
 the years             9,173    50.70      11,874    30.95       224,075   32.51
Exercised during
 the years                --       --          --       --            --      --
Outstanding-
 End of Years         892,312    8.64     901,485     9.07       913,359    9.36
                      =======     ====    =========    =====     =======  =====
Exercisable -
 End of Years         816,662    7.50     825,835     7.98       837,109    8.31
                      =======     ====    =========    =====     =======  =====
</TABLE>
The following table summarizes warrant information as of December 31, 1999

                                             Weighted Avg.       Weighted Avg.
Range of Exercise Price                      Remaining           Exercise
                            Shares           Contractual Life    Price
<TABLE>
 <S>                        <C>              <C>                 <C>
  7.50                      816,662          1.3 Years            7.50
 21.00                       75,650            (A)               21.00
                            -------
                            892,312
</TABLE>

(A) These warrants are exercisable  immediately upon issuance and expire 45 days
after a registration  statement  covering the shares of Common Stock is declared
effective by the Securities and Exchange Commission.

[14] Stock Option Plans

The Company has four stock option plans.  In 1993, the Company  adopted the 1993
Stock  Incentive Plan [the "1993 Plan"],  covering an aggregate of 25,000 shares
of Common Stock. In January 1995, the board of directors  adopted the 1995 Stock



                                        F-20
<PAGE>   39
TRANS GLOBAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS

Incentive  plan [the "1995  Plan"],  pursuant to which  stock  options and stock
appreciation  rights can be  granted  with  respect  to 50,833  shares of Common
Stock.  In May 1995,  the board of directors  adopted,  and, in March 1996,  the
stockholders  approved the 1995 Long Term  Incentive  Plan [the "1995  Incentive
Plan"], initially covering 83,333 shares of Common Stock.

In April and November 1996, the board of directors and stockholders  approved an
amendment to the 1995  Incentive  Plan which  increased  the number of shares of
Common Stock currently subject to the 1995 Incentive Plan to 415,388 shares. The
number  of  shares  of  common  stock  subject  to  the  1995   Incentive   Plan
automatically  increases  by 5% of any  shares  of  Common  Stock  issued by the
Company other than shares issued pursuant to the 1995 Incentive Plan.

In October 1997, the committee  granted  incentive  stock options to purchase an
aggregate of 216,000 shares of common stock at $3.875 per share,  being the fair
market value on the date of grant.  Such  options were granted to Mr.  Joseph G.
Sicinski,  president of the Company,  who received an option to purchase  90,000
shares of common  stock,  Mr.  Lewis S.  Schiller,  chairman of the board of the
Company,  at that time,  who  received  an option to purchase  25,000  shares of
common  stock,  one other  officer,  who  received an option to purchase  20,000
shares of common  stock and  twenty  other  employees  who  received  options to
purchase an aggregate  of 81,000  shares of common  stock.  All options have a 5
year term.

During 1998, the Company  adopted the 1998  Long-Term  Incentive Plan (the "1998
Plan"),  covering  350,000  shares of common stock.  In June 1998, the committee
granted stock options to purchase an aggregate of 215,000 shares of common stock
at $4.00  per  share,  being  the fair  market  value on the date of  grant.  In
December  1998,  these options were repriced to $1.25 per share of common stock,
the fair market value on that date.  All options are fully vested as of December
31, 1998. Such options were granted to Mr. Joseph G. Sicinski, president and CEO
of the  Company,  who  received  an option to purchase  60,000  shares of common
stock,  two other  officers  who  received  options to purchase an  aggregate of
40,000 shares of common  stock,  the chairman of the board  received  options to
purchase 20,000 shares of common stock, the three other directors of the Company
each received  options to purchase 10,000 shares of common stock and seven other
employees  who received  options to purchase an  aggregate  of 65,000  shares of
common stock. All options have a five year term.





                                          F-21












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

In June 1999,  the  committee  granted stock options to purchase an aggregate of
254,332 shares of common stock at $.80 per share, being the fair market value on
the date of grant.

In December 1999, the board of directors  repriced all of the outstanding  stock
options held by present  employees and directors to $.53,  the fair market value
on that date.

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>
<S>                       <C>             <C>         <C>           <C>
                              1993            1995          1995          1998
                              Plan            Plan     Incentive Plan     Incentive Plan
Options Outstanding
 and Exercisable
 - December 31, 1996          18,992          5,833        218,333               --
Weighted Average Exercise
    Price                    $ 13.50       $   5.28       $   6.75               --
Granted                           --             --        216,000               --
Exercised                         --             --             --               --
Canceled                          --             --             --               --

Options Outstanding
 and Exercisable
  - December 31, 1997         18,992         5,833         434,333               --
Weighted Average Exercise
    Price                    $ 13.50       $  5.28        $   5.39               --
Granted                           --            --              --          215,000
Exercised                         --            --              --               --
Canceled                          --            --        (141,169)              --

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                          --            --              --          (10,000)

Options Outstanding and
  Exercisable
  - December 31, 1999         18,992        5,833         415,388          337,108
Weighted Average Remaining
   Contractual Life             .16 years     .08 years      4.42 years       4.0 years
</TABLE>

                                         F-22




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

The following table summarizes option information as of December 31, 1999

                                             Weighted Avg.       Weighted Avg.
Range of Exercise Price                      Remaining           Exercise
                            Shares           Contractual Life    Price
<TABLE>
 <S>                        <C>              <C>                 <C>
   .53                      337,108           4.0  Years           .53
   .53                      415,388           4.42 Years           .53
  5.28                        5,833            .08 Years          5.28
 13.50                       18,992            .16 Years         13.50
</TABLE>
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 $ 135,441,  $168,439,
and $538,460 for the years ended December 31, 1999, 1998 and 1997, respectively,
and the  Company's  net income (loss) and net income (loss) per share would have
been as follows:
                                                 Years ended
                                                 December 31,
                                       1 9 9 9        1 9 9 8       1 9 9 7
<TABLE>
<S>                                 <C>              <C>          <C>
Net(Loss) Income as Reported        $(1,853,031)     $ 805,261    $1,022,881
                                      ==========     =========     ===========
Pro Forma Net(Loss) Income          $(1,988,472)       636,822       484,421
                                      ==========     =========     ===========
Basic (Loss) Earnings
 Per Share as Reported                $    (.61)           .21           .27
                                      ==========     =========     ===========
Pro Forma Basic (Loss) Earnings
 Per Share                            $    (.65)     $     .17    $      .13
                                      =========     ===========   ============

The fair  value of  options  and  warrants  [See  Note 13] at date of grant  was
estimated using the fair value based method with the following  weighted average
assumptions:
                                  1999    1998     1997
Expected Life [Years]               4        5        5
Interest Rate                     6.4%    4.67%     6.0%
Annual Rate of Dividends            0%       0%       0%
Volatility                     120.53%   71.99%   87.61%
</TABLE>
The weighted average fair value of options at date of grant using the fair value
based method during 1999, 1998, and 1997 is estimated at $0.44,  $0.78 and $2.79
respectively.

[15] 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 for the years
ended December 31, 1999,  1998 and 1997,  however,  it has not made any matching
contributions to the Plan.
                                       F-23
<PAGE>     42
TRANS GLOBAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS

[16] New Authoritative Accounting Pronouncements
The Financial  Accounting Standards Board (FASB) has had on its agenda a project
to address certain practice issues regarding  Accounting  Principles Board (APB)
Opinion No. 25,  Accounting  for Stock  Issued to  Employees.  The FASB plans on
issuing various  interpretations  of APB Opinion No.25 to address these practice
issues.  The proposed  effective date of these  interpretations  would be in the
issuance date of the final  Interpretation,  which is expected to be in 2000. If
adopted, the Interpretation would be applied  prospectively but would be applied
to plan  modification  and grants that occur after December 15, 1998. The FASB's
tentative interpretations are as follows:

The FASBs  tentative  conclusions  relating  to its project  addressing  certain
practice  issues  regarding APB Opinion No. 25,  Accounting  for Stock Issued to
Employees, was to limit the definition of an employee to individuals who met the
common  law  definition  of an  employee.  Thus,  anyone  who did not meet  this
definition,  including  outside  members  of the  Board of  Directors,  would be
excluded from the scope of APB Opinion No.25.  Accordingly,  the cost of issuing
stock options to outside  members of the Board of Directors would have had to be
determined in accordance with FASB Statement No. 123, Accounting for Stock-Based
Compensation,  usually  resulting  in an expense in the period of the grant (the
service period could be prospective,  however see EITF 96-18). At its August 11,
1999 Board  meeting  however,  the FASB  decided to reverse its prior  tentative
conclusion  in this  regard  and to  continue  to  extend  APB  Opinion  No.  25
accounting  treatment to options granted to outside directors for their services
as directors.  Accordingly,  as long as the stock option exercise price is equal
to or greater  than the fair value of the  underlying  stock at the  measurement
date (usually  date of grant),  no expense needs to be recorded for the issuance
of stock options to outside members of the Board of Directors.

The FASB,  however,  is apparently not reversing  itself on requiring  companies
that  reprice  their  employee  fixed stock  options to expense  any  subsequent
increases in the value of those options (i.e., variable grant accounting).

(17)  Subsequent Events
To provide additional working capital, the Company raised $1,000,000 in January,
2000.  This  money  was  raised  through  the  issuance  of a  10%  subordinated
promissory  note due 18 months from the date of  issuance,  or earlier  upon the
Companys receipt of payment of the Arc Note. In connection with these notes, the
Company issued warrants to purchase 250,000 shares of the Company's common stock
at $.35 per share to the  investors  and others who  assisted the Company in the
financing.

The   Company   has   utilized   $500,000   of  the   proceeds   as  a  loan  to
i-engineering.com,  Inc.  with an interest rate of 10% for a period of 120 days.
In connection with the loan to i-engineering.com, the Company acquired an equity
interest in i-engineering  and agreed to issue 270,000 shares of common stock to
i-engineering.

(18)  Subsequent Events - Unaudited
On March 16, 2000, our common stock was delisted from the Nasdaq SmallCap Market
because  we failed to hold a  stockholders  meeting  in 1999.  Although  we have
appealed  the  decision,  we cannot  assure  you that our  common  stock will be
relisted on the Nasdaq SmallCap  Market.  Our common stock may become 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.
                                       F-24
<PAGE>      43
EXHIBIT 10.1
Employment agreement dated October 15, 1997, between the Company and Joseph G.
Sicinski
                           EXECUTIVE EMPLOYMENT AGREEMENT

AGREEMENT  made  this  15th day of  October  1997,  by and  among  TRANS  GLOBAL
SERVICES,   INC.,  (TGS)  and  its  subsidiary   companies,   Avionics  Research
Corporation,  Avionics  Research  Corporation  of Fl., and  Resource  Management
International, Inc., collectively referred to as TGS (hereinafter referred to as
TGS) and Joseph G. Sicinski (hereinafter referred to as the ("Executive').

Whereas,  TGS desires to retain the employ of the Executive as the President and
Chief  Operating  Officer of TGS and Executive is willing to perform the service
hereafter described upon the terms and conditions hereinafter set forth;

Now, therefore, it is mutually agreed as follows:

1.0 TERM:

The Company  (TGS) hereby  retains the employ of the  Executive  for a period of
five (5) years commencing as of the date of this Agreement and expires September
15, 2002.

2.0     DUTIES:

2.1 The Executive shall have the title of President and Chief Operating  Officer
    of TGS.

2.2 The  Executive  shall  have  and  exercise  such  duties,  responsibilities,
privileges,  powers,  and authority as are  established  by statute,  as are set
forth in TGS  by-laws  and  corporate  minutes  and as may be assigned to him by
TGS's Board of Directors;  provided that such duties are  reasonably  consistent
with the Executive's education, experience and background.

2.3 The  Executive  agrees to devote  substantially  all of his  business  time,
attention,  skill and efforts to the business  conducted  by TGS. The  Executive
shall  report  to the  Board of  Directors  of TGS.  2.4 As a  condition  of the
employment  of the  Executive  pursuant to this  Agreement,  TGS agrees that all
decisions  relating to  distributions  or dividends or other major  expenditures
must be  approved  by the  Executive  as well as by a  majority  of the Board of
Directors of TGS.

2.5 At all times during the term of this Agreement,  the Executive shall perform
his  designated  duties at TGS  offices  located in the county of Suffolk in the
State of New York.

3.0 COMPENSATION:

In  consideration  for the Executive  entering into and executing this Agreement
and for providing services hereunder, the Executive shall be entitled to receive
the  following   compensation   plus  such   additional   increases  in  salary,
compensation or benefits as the Board of Directors may direct:





<PAGE> 44
EXHIBIT 10.1
Employment agreement dated October 15, 1997, between the Company and Joseph G.
Sicinski
Page 2

3.1 A Minimum  base annual  salary of $ 260,000 per year payable in equal weekly
installments and shall increase annually by the greater of 5% or the increase in
cost of living index.

3.2 In addition to the base salary and annual  increases set forth  herein,  the
Executive  shall be entitled  to an annual  bonus of not less than 5% of the net
income before tax and all non-cash  adjustments and expenses  including  charges
and fees  paid to  Consolidated  Technology  Group,  Ltd.,  its  subsidiary  and
associated  companies,  for TGS and its wholly or partially owned  subsidiaries,
currently  owned and acquired  during the terms of this Agreement  provided that
such annual bonus shall not exceed 200% of Executive's gross income.

3.3    REIMBURSEMENT OF ENPENSES:

The Executive is  authorized to incur  reasonable  expenses for  performing  his
duties  pursuant to this  Agreement  and TGS shall  reimburse him for all actual
expenses,  including  entertainment,  travel  and other  miscellaneous  expenses
reasonably  incurred in  promoting  the  business of TGS and in  performing  his
duties as described herein.

3.4    VACATION:

The  Executive  shall be  entitled  to  annual  vacation  time  with full pay in
accordance  with the TGS's  policies  but not less than four (4) weeks per year,
which shall be accrued if not utilized in full.

3.5 The Executive shall be provided with a company automobile. Said compensation
shall be made by payment of monthly lease or car loan payment,  insurance,  gas,
service and maintenance costs. At the end of the lease or loan period and at the
discretion  of TGS, the car will be  transferred  to the Executive at a fair and
reasonable  market  value or lease buy back  value or at the  option of TGS will
lease or finance  another new car  comparable to the initial car provided  under
this provision.

4.0    BENEFITS:

4.1 Nothing  contained in this  Agreement  shall be construed to impair or limit
the  Executive's  rights to participate in all employee  benefit plans of TGS of
every  nature,  and he shall , in fact, be entitled to  participate  in and be a
member  of all such  benefits  plans in  proportion  to his  total  compensation
hereunder. "Benefit plans " shall include:
                    Holidays
                    Life Insurance
                    Hospitalization
                    Medical and Major Medical (family)
                    Dental insurance (family)
                    Stock option (s)
                    Stock purchase or bonus plans
                    Retirement programs





<PAGE>   45
EXHIBIT 10.1
Employment agreement dated October 15, 1997, between the Company and Joseph G.
Sicinski
Page 3

4.2     SPECIAL LIFE INSURANCE:

TGS shall maintain at its expense a life  insurance  policy upon the life of the
Executive  in the face  amount of  $2,000,000;  half of which is  payable to TGS
($1,000,000) and the remaining  ($1,000,000)  payable to such beneficiary as the
Executive shall  designate from time to time, in writing,  and in the absence of
such  designation  to his  estate.  Such  insurance  may be part  of such  group
insurance as TGS  maintains for the benefit of salaried  employees  generally of
the rank and status of the Executive.

5.0     TERMINATION AND SEVERANCE:

5.1 Nothing herein is intended to prohibit TGS from  terminating  this Agreement
for serious and willful misconduct on the part of the Executive,  provided, that
in the event that the  Executive's  employment is  terminated  for cause by TGS,
nevertheless  the  Executive  shall be entitled to receive such  benefits  under
TGS's employee  benefit plans, in which he is a participant,  or as are provided
by this Agreement.

5.2 If the employee shall become totally and permanently  disabled and is unable
to work by reason of temporary or permanent  disability,  TGS will  continue his
base salary for the full term of this  Agreement  at the rate as provided  above
inclusive of all bonuses and  incentives,  including full payment of medical and
life insurance for the full term of this Agreement.

5.3 If during the term of this  Agreement,  TGS's Board of Directors  appoints a
person other than the Executive to the position of President  currently  held by
the  Executive  at  TGS,  or to a  position  with  similar  duties,  powers  and
responsibilities, the Executive shall have the night to retire from full-service
from TGS and to render only such part-time  consulting and advisory  services as
TGS may reasonably  request.  Any such services and the  conditions  under which
they shall be performed shall be fully in keeping with the position or positions
the Executive  held under this  Agreement.  The Executive  shall  continue to be
entitled  to  receive  the  full  compensation  provided  for in this  Agreement
including salary, bonuses and benefits for the full term of this Agreement.

5.4  Termination  at  will.  The  Board  of  Directors  may  not  terminate  the
Executive's   employment   by  TGS  or   diminish   his   duties,   powers   and
responsibilities pursuant to this Agreement without cause as set forth herein.

5.5 Any dispute or difference of opinion between the Executive and TGS as to the
latter's right to terminate this Agreement  shall be submitted to and determined
by arbitration in accordance with the provisions of Section 7.4 hereof set forth
below.  TGS shall notify the Executive of said actions in writing and provide at
least 30 days to remedy such failures.









<PAGE>  46
EXHIBIT 10.1
Employment agreement dated October 15, 1997, between the Company and Joseph G.
Sicinski
Page 4

5.6 Non-Curable  Termination For Cause:  Executive's  employment with TGS may be
terminated  "immediately"  for  cause  if the  Executive  is  determined  to (1)
repeatedly  have acted  dishonestly  or engaged in  deliberate  misconduct;  (2)
repeatedly  breached a  fiduciary  trust for the  purpose  of  gaining  personal
profit;  (3) repeatedly  neglected to perform  customary  duties of his position
after 30 days due written notice of said omission from the President or Board of
Directors; or (4) have been convicted of the commission of a felony.

In the event of termination,  the President or Board of Directors is required to
give 10 days notice in writing to the  Executive,  by  certified  or  registered
mail,  mailed to the  Executive's  last  known  address  and the same  notice by
ordinary mail or courier to the Executive's principal office at TGS.

6.0    NOTICE OF CHANGE (S) AND/OR REVISIONS(S):

Any notice,  request or other  communication  required or permitted  pursuant to
this Agreement shall be in writing and shall be deemed dully given when received
by the party to whom it shall be deemed  dully given when  received by the party
to whom it shall  be  given or three  days  after  being  mailed  by  certified,
registered or express mail, postage prepaid, address as follows:

                  If to the Company:
                  TRANS GLOBAL SERVICES, INC.
                  1393 Veterans Memorial Highway
                  Hauppauge, New York 11788

                  If to the Executive:
                  Joseph G. Sicinski
                  3 8 Woodhollow Rd.
                  Great River, N.Y. 11739

Any party may change the address to which  communications are to be mailed given
notice of such change on the manner provided above.

7.0    SPECIAL TERMS AND CONDITIONS:

7.1  The  Board  of  Directors  of  TGS  reserves  the  right  to  increase  the
compensations and benefits  specified in this contract at any time hereafter and
no such increase (s) or  adjustments(s)  shall operate as  cancellation  of this
Agreement but merely as an amendment hereto.

7.2    REORGANIZATION:

If the Company  shall at any time be merged or  consolidated  substantially  all
assets of TGS are transferred to another  corporation or entity,  the provisions
of this Agreement  shall survive any such  transaction and shall be binding upon
and inure to the  benefit  of the  corporation  resulting  from  such  merger or
consolidation.






<PAGE>  47
EXHIBIT 10.1
Employment agreement dated October 15, 1997, between the Company and Joseph G.
Sicinski
Page 5

7.3  Nothing  herein  contained  shall in any manner  modify,  imperil or affect
existing or future  rights or interests of the Executive to receive any employee
benefits to which he would  otherwise  be entitled  or as a  participant  in the
present or any future  incentive,  profit-sharing or bonus plan of TGS providing
for his participation,  or in any present or future stock option plan of TGS, to
the extent such plans are applicable  generally to salaried employees,  it being
understood  and agreed that the rights and  interests  of the  Executive  to any
employee benefits or as a participant or beneficiary in or under any or all said
plans, respectively, shall not be adversely affected hereby.

7.4 ARBITRATION:

Any  controversy  or claim  arising  under  this  Agreement  shall be settled by
binding  arbitration  in  accordance  with  Rules  of the  American  Arbitration
Association then in effect, and such arbitration shall be held either 'in Nassau
or Suffolk  County.  This shall be the  exclusive  remedy for the  violation  of
either party of the terms of this  Agreement.  The controversy or claim shall be
submitted to three arbitrators,  one of whom shall be chosen by TGS, one of whom
shall be chosen by the  Executive,  and the third of whom shall be chosen by the
two so selected. The party desiring arbitration shall give written notice to the
other  party of its desire to  arbitrate  the  particular  matter 'in  question,
naming the  arbitrator  selected  by it. If the other  party shall fail within a
period of 15 days  after such  notice  shall have been given to reply in writing
naming the arbitrator  selected by it, then the party not in default may appoint
an arbitrator to fill the place so remaining vacant.  The decision of any two of
the arbitrators  shall be final and binding upon the parties hereto and shall be
delivered in writing, signed in triplicate by the concurring arbitrators to each
of the parties  hereto.  Judgment upon the award rendered by the arbitrators may
be entered in any court having jurisdiction thereof.

8.0    MISCELLANEOUS:

8.1 This  Agreement  shall  become  effective as of the day and date first above
written.

8.2 The heading or captions of sections or paragraphs  are used for  convenience
of reference merely and shall be ignored in the interpretation hereof

8.3 As used  herein,  terms such as  "herein:,  "hereof',  "hereto"  and similar
language shall be interpreted to refer to this entire  'instrument as not merely
the  paragraph  or sentence in which they  appear,  unless so limited by express
language.

8.4 Neither this  Agreement  nor any of his rights  hereunder may be assigned by
the Executive without the written consent of TGS unless specifically  identified
in this Agreement.

8.5 In the event of a suit or claim  against  the  Executive  arising out of his
corporate  duties,  TGS will provide and pay for legal  counsel  approved by the
Executive,  and hold the Executive  harmless and indemnify the Executive for any
and all costs, fees, suits, judgments and settlements arising therein.



<PAGE>  48
EXHIBIT 10.1
Employment agreement dated October 15, 1997, between the Company and Joseph G.
Sicinski
Page 6


IN WITNESS WHEREOF,  this Agreement has been duly executed by the parties hereto
on the day and date first above written:

Trans Global Services, Inc.
Avionics Research Corporation
Avionics Research Corporation of Fl.
Resource Management International, Inc.



by:        ______________________________________
         LEWIS S. SCHILLER, Chief Executive Officer



by:        ______________________________________
         Joseph G. Sicinski, Executive




































<PAGE>  49
EXHIBIT 10.1
Employment agreement dated October 15, 1997, between the Company and Joseph G.
Sicinski
Page 7

Amendment  dated  this  23 day of  March,  1999,  to  the  employment  agreement
(the"Agreement") dated October 15, 1997, between Trans Global Services,  Inc., a
Delaware  corporation (the "Company") , and its subsidiaries,  Avionics Research
Corporation,  Avionics Research  Corporation of florida and Resource  Management
International,  Inc.,  the  Company  and  its  subsidiaries  being  collectively
referred to as "TGS:, and Joseph G. Sicinski ("Executive")

                    W I T N E S S E T H

WHEREAS,  TGS has employed  Executive as president and chief  operating  officer
pursuant to the Agreement; and
WHEREAS, Executive has been elected as TGS' chief executive officer, and
WHEREAS,  the  parties  desire  to  extend  the term of  Executive's  employment
pursuant to the  Agreement  and to provide  for  certain  benefits to him in the
event of a change of control;

WHEREFORE, the parties do hereby agree as follows:

1.  Paragraph  I.0 of the  Agreement  is hereby  amended  to extend the terms of
Executive's employment until September 30, 2005.

2. Executive shall hold the positions of president and chief executive officer.

3. The  following  provisions  shall be  applicable  in the event of a change of
control of the Company.

(a) (i) In the event of a Change of Control Termination, as hereinafter defined,
the Company  shall:  within  thirty (30) days after the date of  termination  of
employment,  pay to Executive,  as a severancee  payment, an amount equal to the
greater of (A) the Severance Payment,  as hereinafter  defined,  or (B) five (5)
times Executive's  Aggregate Annual  Compensation,  as hereinafter  defined,  in
effect on the Change of Control Date, as hereinafter defined.

(ii) The  payment  pursuant to this  Paragraph  3(a) shall be (A) in lieu of any
other  serverance  or  other  payments  due  to  Executive  as a  result  of the
termination of his employment  whether under this Agreement or otherwise and (B)
in addition to any  compensation,  benefits or other  payments  due to Executive
which were accrued on, or which relate to period prior to, the effective date of
such termination.

(b) As used in this Paragraph 3, the following terms shall have the meanings set
forth below.

(i) A "Change of Control Termination:  shall mean any termination by the Company
or by Executive  of  Executive's  employment  (other than a  termination  by the
Company for cause pursuant to Paragraph 5.6 of the Agreement or a termination as
a result of  Executive's  death) if the  effective  date of the  termination  of
employment is within two (2) years after the Change of Control Date.






<PAGE>  50
EXHIBIT 10.1
Employment agreement dated October 15, 1997, between the Company and Joseph G.
Sicinski
Page 8

(ii) The  Change  of  Control  Date"  shall  mean the date on which a Change  of
Control Event occurs.

(iii) A "change of Control  Event" shall occur if (A) the assets or  controlling
stock of TGS are sold to another entity (B) merged with another entity resulting
in TGS not being the surviving company in control, (C) reorganization  resulting
in Executive  being  removed  from  position of  president  and chief  executive
officer  or  director,  or (D)  during  any  period  of two  consecutive  years,
individuals who, at the beginning of such period, constitute the Company's board
of the  directors  cease,  for any  reason,  to  constitute  at Least a majority
thereof unless the election of each new director was nominated or ratified by at
least  two-thirds  of the  directors  then  still in office  who either (x) were
directors at the beginning of such period or (y) were elected by a vote of board
of directors  which  included the  affirmative  vote of all of the directors who
were directors at the beginning of the period.

(iv) The "Severance Payment" shall mean an amount equal to Executive's Aggregate
Annual  compensation  multiplied  by the  number of years,  rounded  to the next
highest one-tenth (1/10) of a year, remaining in the Team.

(v) The "Aggregate Annual  Compensation" shall mean one (1) year's Salary at the
annual in effect on the date of termination of employment, the Applicable Bonus,
as hereinafter defined, and the cost or value, as the case may be, of the annual
benefits  provided to Executive  pursuant to Paragraphs 3.4, 3.5, 4.1 and 4.2 of
the Agreement.

(vi) The  "Applicable  Bonus" shall mean the highest  bonus which either (A) was
paid to Executive during the term of this Agreement, (B) was payable pursuant to
the terms of this Agreement,  (C) would be payable to Executive pursuant to this
Agreement  if the  results of the  Company's  operations  through the end of the
month prior to the date of  termination  of employment  were  annualized for the
year, or (D) was authorized (but not paid) prior to the Change of Control Date.

(C) (i) Upon the occurrence of a Change in Control Event, the Company shall pay,
and indemnify  Executive  against,  all costs and expenses,  including,  without
limitation, the reasonable fees and expenses of attorneys,  arbitrators, experts
and  witnesses,  incurred on or on behalf of  Executive in  connection  with any
arbitration  or legal claim or  proceeding  arising  from this  Agreement or the
interpretation thereof, if Executive is successful,  in whole or in part, on the
merits or  otherwise,  in any such  claim or  proceeding.  If any such  claim is
settled  either by any payment to  Executive  or by any  reduction in the amount
claimed by the Company against Executive, Executive shall be deemed to have been
successful.

(ii) The company  shall  advance all such costs and  expenses  incurred by or on
behalf of  Executive  in  connection  with any such claim or  proceeding  within
twenty (20) days after the receipt by the Company of a statment or statements







<PAGE>  51
EXHIBIT 10.1
Employment agreement dated October 15, 1997, between the Company and Joseph G.
Sicinski
Page 9

from Executive  requesting  such advance or advances from time to time,  whether
prior to or after final disposition of such claim or proceeding.  Such statement
or  statements  shall  reasonably  evidence the costs and  expenses  incurred by
Executive and shall include or be preceded or  accompanied  by an undertaking by
or on behalf of Executive  to repay any costs and expenses  advanced if it shall
ultimately  be  determined  that  Executive  is not  entitled to be  indemnified
against such costs and expenses.

4. Except as modified by this  Amendment,  the  Agreement  shall  remain in full
force and effect.

IN WITNESS  WHEREOF,  the Agreement has been duly executed by the parties on the
day and year first aforesaid.


                                      TRANS GLOBAL SERVICES, INC.

                                 By:  Glen R. Charles, Chief Financial Officer

                                      AVIONICS RESEARCH CORPORATION

                                 By:  Glen R. Charles, Chief Financial Officer

                              AVIONICS RESEARCH CORPORATION OF FLORIDA

                                 By:  Glen R. Charles, Chief Financial Officer

                              RESOURCE MANAGEMENT INTERNATIONAL, INC.

                                 By:  Glen R. Charles, chief Financial Officer

                                     -------------------------------------
                                      Joseph G. Sicinski





















<PAGE>  52
EXHIBIT 10.8 RESTATED AGREEMENT

                              RESTATED AGREEMENT

RESTATED  AGREEMENT,  dated as of the 21st day of January,  2000, by and between
i-engineering.com, Inc., a Delaware corporation (the "i-engineering"), and Trans
Global Services, Inc., a Delaware corporation (the "Trans Global").

                            W I T N E S S E T H:

WHEREAS, i-engineering and Trans Global are parties to an agreement (the "Prior
Agreement")  dated as of January 21, 2000,  and they desire to amend and restate
the Prior Agreement as of such date; and

WHEREAS,i-engineering has requested Trans Global to make a loan (the "Loan") of
five hundred thousand  dollars  ($500,000) on the terms and conditions set forth
in this Agreement; and

WHEREAS,  in order to induce  Trans Global to make the Loan,  i-engineering  has
agreed to make the  representations,  warranties and covenants  hereinafter  set
forth, and to accept the other terms,  conditions and provisions hereinafter set
forth; and

WHEREAS,  i-engineering  desires that Trans Global perform certain  services for
i-engineering which i-engineering  believes will enhance its business, and Trans
Global is willing to perform such services; and

WHEREAS,   Trans  Global  desires  to  acquire  from  i-engineering   shares  of
i-engineering's  common stock, par value $.0001 per share ("i-engineering Common
Stock"); and

WHEREAS,  i-engineering  desires to acquire  from Trans  Global  shares of Trans
Global's  common stock,  par value $.01 per share ("Trans Global Common Stock");
and

WHEREAS,  i-engineering desires to elect Mr. Joseph G. Sicinski as a director of
i-engineering; and

WHEREAS,  Trans Global  desires to propose the election of Mr. Naval Kapoor as a
director at its next annual meeting of stockholders;

NOW,  THEREFORE,  intending to be legally bound, all of the parties hereto agree
as follows:

1.       The Loan.

(a)  At  the  Closing,   as  hereinafter   defined,   Trans  Global  shall  lend
i-engineering the sum of five hundred thousand dollars ($500,000), which loan is
referred to as the "Loan";  provided,  however, that Trans Global may make loans
in advance of the Closing.  Each Loan shall be evidenced by i-engineering's  10%
promissory note (the "Note" and collectively,  the "Notes") in the form attached
as  Exhibit  A  to  this  Agreement,   appropriately   completed  on  behalf  of
i-engineering, dated the date of the advance and in the principal amount of
the Loan.

(b) The Loan shall be made at or prior to a closing (the "Closing")  to be held
contemporaneously  with the execution of this  Agreement at the offices of Trans
Global,  1393 Veterans  Memorial Highway,  Hauppauge,  New York 11788 or at such
other location as may be determined by Trans Global and i-engineering.  The date
of the Closing is referred to as the "Closing Date."
<PAGE>  53
EXHIBIT 10.8 RESTATED AGREEMENT

2.       Issuance of Common Stock.

(a) At the Closing,  i-engineering  shall issue to Trans Global or its designees
an  aggregate  of  1,550,000   shares  (the   "i-engineering   Shares")  of  its
i-engineering Common Stock. Trans Global acknowledges that the Shares constitute
restricted  securities,  as defined in Rule 144 of the  Securities  and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the  "Securities  Act"),  and will  bear  i-engineering's  standard  investment
legend.  The  i-engineering  Shares are to be issued  pursuant to a subscription
agreement  between Trans Global and  i-engineering  dated as of the date of this
Agreement.

(b) As soon as practical  after the Closing,  but not later than forty five (45)
days after the Closing,  Trans Global shall issue to  i-engineering an aggregate
of 270,000  shares (the "Trans  Global  Shares") of Trans Global  Common  Stock.
i-engineering  acknowledges that the Shares constitute restricted securities, as
defined in Rule 144 of the Commission  pursuant to the Securities  Act, and will
bear Trans Global's standard investment legend.

(c) Trans  Global  represents  and warrants  with  respect to the  i-engineering
Shares,  and  i-engineering  represents with respect to the Trans Global Shares,
that  such  shares  are  being  acquired  for the  account  of Trans  Global  or
i-engineering,  as the case may be,  for  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.  Notwithstanding  the foregoing,  Trans Global has
advised  i-engineering  that it has entered it  agreements  with  certain of its
security  holders  pursuant to which it will transfer to such security holders a
portion of the I-Engineeering Shares issuable to Trans Global.

3. Representations and Warranties of i-engineering. i-engineering represents and
warrants to Trans Global as follows:

(a) i-engineering  (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 the State of Connecticut and 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,  upon its  business,  prospects  or financial
condition,  and (iii) has the power to borrow as  contemplated by this Agreement
and to execute and perform its  obligations  under this  Agreement and the Note.
i-engineering  has no  subsidiaries  or  equity  interests  in any  corporation,
partnership,  limited  liability  company  trust or  other  entity  except  Vero
Engineering  N.V.,  a  Belgian  corporation  which  is more  than  99%  owned by
i-engineering, and Engineering Software Lab, LLC, a New Jersey limited liability
company which is wholly owned by i-engineering, and Engineering Software Lab PVT
Ltd., an Ahmedabad,  India  corporation,  which is  wholly-owned  by Engineering


<PAGE>  54
EXHIBIT 10.8 RESTATED AGREEMENT

Software Lab,  LLC, all of which  entities are  collectively  referred to as the
"Subsidiaries"  and each,  individually,  as a "Subsidiary." 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
or, in the case of i-engineering, the Notes.

(b) The execution,  delivery and performance by i-engineering of this Agreement,
the borrowing made by  i-engineering  pursuant to this Agreement,  the execution
and delivery of the Notes by i-engineering and the issuance of the i-engineering
Shares  and  the  Director  Shares,  as  hereinafter  defined,  have  been  duly
authorized by all requisite corporate action. Neither the execution and delivery
of this Agreement and the Notes by  i-engineering  nor the issuance and delivery
of the  i-engineering  Shares  or the  Director  Shares  will  violate  (i)  any
provision  of  law  or  any  governmental  rule  or  regulation   applicable  to
i-engineering  or any Subsidiary or the certificates of incorporation or by-laws
and/or other  organizational  documents of i-engineering  or any Subsidiary,  or
(ii)  any  order  of  any  court  or  other  agency  of  government  binding  on
i-engineering or any Subsidiary or any indenture,  agreement or other instrument
to which  i-engineering or any Subsidiary is a party, or by which  i-engineering
or any Subsidiary any of their respectively 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  i-engineering  or any
Subsidiary.  Each of this  Agreement  and the Note are legal,  valid and binding
obligations of i-engineering, enforceable in accordance with their terms.

(c) The  i-engineering  Shares and the Director 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) i-engineering has an authorized capital stock consisting of 2,000,000 shares
of preferred stock,  par value $.0001 per share,  none of which have been issued
or authorized for issuance, and 18,000,000 shares of i-engineering Common Stock,
of which not more than  13,983,332  shares  issued  and  outstanding;  2,400,000
shares are reserved for issuance upon the exercise of options, including a stock
option plan under  consideration,  excluding  the  i-engineering  Shares and the
Director  Shares.  Upon  issuance of the  i-engineering  Shares and the Director
Shares there shall be not more than 15,000,000  shares of  i-engineering  Common
Stock either outstanding or reserved for issuance. Trans Global understands that
additional  shares of  i-engineering  Common Stock may be issued or reserved for
issuance in connection with a proposed private placement by i-engineering.

(e)  i-engineering  and each  Subsidiary  has good and  marketable  title to its
properties and assets,  and all such properties and assets are free and clear of
mortgages, pledges, liens, charges and other encumbrances. Neither i-engineering
nor any Subsidiary owns any real property.






<PAGE>  55
EXHIBIT 10.8 RESTATED AGREEMENT

(f) All Intellectual  Property Rights used by i-engineering  and each Subsidiary
in its business,  including all Intellectual Property Rights incorporated in its
website,  have been developed by  i-engineering  or a Subsidiary and is owned by
i-engineering or a Subsidiary,  subject to no liens or encumbrances, or has been
licensed to  i-engineering or a Subsidiary by a third party who has the right to
grant i-engineering or such Subsidiary such license.  Neither  i-engineering nor
any  Subsidiary  pays any  royalty to anyone  with  respect to any  Intellectual
Property  Rights  of any kind and  description.  Neither  i-engineering  nor any
Subsidiary has granted any person any license, right or interest,  including any
security interest or option,  with respect to any Intellectual  Property Rights.
None of i-engineering's  or the Subsidiaries'  rights in and to any Intellectual
Proprietary  Rights  are  or  will  be  affected  by  the  consummation  of  the
transaction contemplated by this Agreement.  There has been no claim asserted or
litigation  challenging or threatening to challenge the right, title or interest
of  i-engineering  or any  Subsidiary  with  respect to any of its  Intellectual
Proprietary  Rights;  and  no  activity,   service  or  procedure  conducted  by
i-engineering or any Subsidiary infringes or violates any Intellectual  Property
Rights of any other party.  As used in this  Agreement,  the term  "Intellectual
Property Rights" shall mean all trade names, trademarks, service marks and trade
marks,  patents,  patent  applications,  proprietary  products,  trade  secrets,
software, programs, hardware, firmware, middleware,  designs, license rights and
all other intellectual property rights,  whether or not any of the foregoing are
registered with the United States Patent and Trademark  Office,  which are owned
by  i-engineering or any Subsidiary as of the date of this Agreement or in which
i-engineering  or any  Subsidiary  has any  right  or  interest  or are  used by
i-engineering or any Subsidiary in the conduct of its business.

(g) There are no actions,  suits or proceedings  (whether or not  purportedly on
behalf of  i-engineering  or any  Subsidiary)  pending or, to the  knowledge  of
i-engineering,  threatened against or affecting  i-engineering or any Subsidiary
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 the Note or which, if adversely determined against i-engineering or
the Subsidiary, would have a Material Adverse Effect.

(h) Neither  i-engineering  nor any Subsidiary 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.

(i) Neither  i-engineering  nor any  Subsidiary  is a party to any  agreement or
instrument or subject to any charter or other corporate  restriction,  or to any
judgment, order, writ, injunction, decree or regulation materially and adversely
affecting its business, properties or assets, operations or condition (financial
or  otherwise).  Neither  i-engineering  nor any Subsidiary is in default in the
performance,  observance or fulfillment of any of the obligations,  covenants or
conditions  contained in any  agreement or  instrument to which it is a party in
any manner which would have a Material Adverse Effect.







<PAGE>  56
EXHIBIT 10.8 RESTATED AGREEMENT

(j) To the best of i-engineering's knowledge, i-engineering and the Subsidiaries
are  in  complete   compliance   with  all  of  the   provisions  of  ERISA  and
i-engineering,  the  Subsidiaries  and  each  ERISA  Affiliate,  as  hereinafter
defined,  have made all  payments due with respect to each plan which is subject
to  ERISA  not  later  than  the  date  such  payments  were  due,  and  neither
i-engineering  nor any  Subsidiary  has any liability for any penalties or other
assessments relating to the plans or otherwise under ERISA. No Reportable Event,
as defined in Section 4043(b) of ERISA or the  regulations  thereunder for which
the thirty  (30) days'  notice  requirement  has not been  waived by the Pension
Benefit Guaranty Corporation, has occurred with respect to any plan administered
by i-engineering any Subsidiary or any administrator designated by i-engineering
or any  Subsidiary  or any ERISA  Affiliate.  There is, and on the Closing  Date
there will be, no unfunded liability under any plan. Neither i-engineering,  any
Subsidiary  nor any ERISA  Affiliate has engaged in any  prohibited  transaction
(within  the  meaning of Section  406 of ERISA or Section  4975 of the  Internal
Revenue Code,  excluding any transactions  which are exempt under Section 408 of
ERISA or Section  4975 of the  Internal  Revenue  Code) with respect to any plan
which  i-engineering,  any Subsidiary or any ERISA  Affiliate  maintains,  or to
which i-engineering,  any Subsidiary or any ERISA Affiliate  contributes,  which
could subject it or any such other person to any material  liability.  There are
no material actions,  suits or claims pending or, to i-engineering's  knowledge,
any material  actions,  suits or claims which could reasonably be expected to be
asserted,  against any plan maintained by  i-engineering,  any Subsidiary or any
ERISA Affiliate,  the assets thereof, or against it in connection with any plan.
i-engineering  is not a  participant  in or  contributor  to any  multi-employer
benefit plan. The term "ERISA  Affiliate" shall mean any entity that is a member
of a "controlled group of corporations" with, or is under "common control" with,
or is a member of the same  "affiliated  service  group" with  i-engineering  as
defined in Section 414(b),  414(c) or 414(m) of the Internal  Revenue Code. With
respect  to  Subsidiaries   operating   outside  of  the  United  States,   such
Subsidiaries  have made all payments and have otherwise  fully complied with all
pension and related obligations under applicable law. As used in this Agreement,
the term  "to the best of  i-engineering's  knowledge"  or words of like  import
shall mean and  include (i) actual  knowledge  and (ii) that  knowledge  which a
prudent  businessperson would reasonably have obtained in the management of such
person's  business  affairs  after  making due  inquiry and  exercising  the due
diligence  which a prudent  businessperson  should  have made or  exercised,  as
applicable,  with respect thereto. In connection therewith,  the knowledge (both
actual and  constructive) of i-engineering  shall include knowledge of the chief
executive officer, chief operating offer, chief financial officer,  president or
any vice president of i-engineering.

(k) 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 borrowing and guarantee  contemplated  by this Agreement or
the execution,  delivery and performance by  i-engineering  of this Agreement or
the  Note.  To the best of  i-engineering's  knowledge,  i-engineering  and each
Subsidiary possesses all licenses, permits, certificates, approvals and the like
("Licenses")  necessary  for the  lawful  operation  of its  business.  All such
Licenses are in full force and effect and there exists no threat (whether formal
or informal) of a revocation or suspension of any of the Licenses.






<PAGE>  57
EXHIBIT 10.8 RESTATED AGREEMENT

(l) To the best of i-engineering's knowledge,  i-engineering and each Subsidiary
are  in  compliance  with  the  requirements  of  all  applicable  laws,  rules,
regulations  and  orders  of any  governmental  authority  applicable  to  them,
including,  without  limitation,  laws,  rules  and  regulations,   relating  to
hazardous  waste,  hazardous  substances  and  materials,   asbestos  and  other
environmental  matters,  health  and  safety,  employment  and labor  relations,
pension and employee  benefit  (including  ERISA) and all other laws,  rules and
regulations  the  breach  of which or  noncompliance  with  which  would  have a
Material Adverse Effect.  Neither  i-engineering nor any Subsidiary has received
any formal or informal notice or advice to the effect that  i-engineering or any
Subsidiary has become or may become primarily  responsible for any environmental
clean-up and  remediation  work or any similar  obligations or  responsibilities
which may be imposed subsequent to the date of this Agreement.

(m)  i-engineering  and each  Subsidiary  maintain  insurance  policies  in such
amounts  and  against  such risks and with such  insurers,  as is  necessary  to
protect their assets and properties.

4.  Representations  and Warranties of Trans Global.  Trans Global represents to
i-engineering as follows:

(a) Trans Global 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.

(b) The  execution,  delivery and  performance by Trans Global of this Agreement
and the issuance of 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 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 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) Trans Global has provided  i-engineering  with a copy of (i) Trans  Global's
Form 10-K for the year ended  December 31, 1998,  (ii) Trans  Global's Form 10-Q
for the quarter ended  September 30, 1999, and (iii) each of Trans Global's Form
8-K filed with the Commission subsequent to December 31, 1998 (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


<PAGE>  58
EXHIBIT 10.8 RESTATED AGREEMENT

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. i-engineering is aware
that Trans Global  sustained a loss for the year ended  December  31, 1999,  and
that losses are continuing.

5.       Agreement Concerning Directors.

(a) On the Closing Date,  i-engineering shall have elected Joseph G. Sicinski as
a director  of  i-engineering  and shall have  issued to him  100,000  shares of
i-engineering  Common  Stock (the  "Director  Shares")  in  connection  with his
election as a director. i-engineering agrees to elect Mr. Sicinski as a director
until January 31, 2003; provided,  that if i-engineering is subject to the proxy
rules under the  Securities  Exchange  Act of 1934,  as  amended,  i-engineering
shall,  during  such  period,  include  Mr.  Sicinski  as one of  the  board  of
directors'  nominees for election as a director and use its best efforts to have
him elected as a director.

(b) At its next annual meeting of stockholders,  Trans Global will include Naval
Kapoor as one of the board of directors' nominees for election as a director.

6.  Conditions  of Lending.  The  obligation of Trans Global to make the Loan is
subject to the following conditions precedent:

(a) The representations and warranties of i-engineering set forth in Paragraph 3
of this Agreement shall be true and correct as of the Closing Date.

(b)  i-engineering  shall be in compliance with all the terms and provisions set
forth in this Agreement on its part to be observed or performed, and no Event of
Default,  as defined in the Note,  shall have occurred and be continuing  and no
event  shall have  occurred  which,  with the giving of notice of the passage of
time, would result in an Event of Default.

(c) i-engineering  shall have issued and delivered the  i-engineering  Shares to
Trans Global.

(d) i-engineering  shall have elected Joseph G. Sicinski as a director and shall
have issued and delivered the Director Shares to Mr. Sicinski.

(e)  i-engineering  shall have delivered to Trans Global on the Closing Date the
following  documents in form and substance  satisfactory  to Trans Global,  each
dated (except as otherwise set forth below) as of the Closing Date:

(i) The Notes (to the extent not previously  delivered)  payable to the order of
Trans  Global in the form of  Exhibit A to this  Agreement  duly  completed  and
executed by i-engineering and dated as of the Closing Date.

(ii)  The  certificate  of  the  chief  executive  and  financial   officers  of
i-engineering  as to the  matter  set forth in  Paragraphs  5(a) and (b) of this
Agreement.




<PAGE>  59
EXHIBIT 10.8 RESTATED AGREEMENT

(iii) Copies of following supporting documents:

(A) Copies of the certificate of incorporation of i-engineering certified by the
Secretary of State of the State of Delaware;

(B) Certificate of good standing for  i-engineering  from the Secretary of State
of the State of Delaware and Connecticut;

(C)  Certificates  of  resolution,   incumbency  and  corporate   documents  for
i-engineering in form and substance satisfactory to Trans Global;

(D)  Copies  of  the  by-laws  of  i-engineering,  certified  by  the  corporate
secretary.

7. Use of  Proceeds.  i-engineering  shall use the proceeds of the Loan only for
working capital  purposes.  No portion of the proceeds of the Loan shall be used
to pay any of  i-engineering's  loans,  indebtedness or other obligations to its
officers, directors and 5% stockholders, provided, however, that working capital
shall include  compensation at annual rates acceptable to Trans Global which are
payable after the Closing Date.

8.  Services by Trans  Global.  Trans Global shall  provide  i-engineering  with
services to assist  i-engineering  in developing  its business.  These  services
include the use by  i-engineering  of Trans Global's resume data base to solicit
membership and exposure by Trans Global of i-engineering's program to its client
base and related  services to the extent that Trans Global  deems such  services
reasonable.

9. Registration Rights. Trans Global and any person to which it transfers any of
the i-engineering Shares and i-engineering shall be entitled to the registration
rights set forth in registration  rights agreements between the parties with the
same force and effect as if such rights were set forth in this Agreement.

10.      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 Paragraph 10(a).  Notices shall be
deemed to have been  received on the date of receipt.  Notices  shall be sent to
the parties as follows:

         If to i-engineering:  i-engineering.com, Inc.
                               Four Armstrong Road; Building 2
                               Third floor
                               Shelton, Connecticut 06484
                               Attention of Mr. Naval Kapoor, President and CEO
                               Fax: (203) 402-0800





<PAGE>  60
EXHIBIT 10.8 RESTATED AGREEMENT


         With a copy to:       Cramer & Anderson LLP
                               51 Main Street
                               New Milford, Connecticut 06776
                               Attention of Mitchell J. Melnick, Esq.
                                            Fax: (860) 355-9460

         If to Trans Global:   Trans Global Services, Inc.
                               1393 Veterans Memorial Highway
                               Hauppauge, New York 11788
                               Attention of Mr. Joseph G. Sicinski, President
                                            and CEO
                               Fax: (516) 724-0039

         With a copy to:       Esanu Katsky Korins & Siger, LLP
                               605 Third Avenue
                               New York, New York 10158
                               Attention of Asher S. Levitsky P.C.
                               Fax: (212) 953-6899

Any party may, by like notice, change the address, person or fax number to which
notice shall be sent.

(b) All  covenants,  agreements,  representations  and  warranties  made in this
Agreement and in the  certificates  delivered  pursuant to this Agreement  shall
survive the making by Trans Global of the Loan and the execution and delivery to
Trans Global of the Note, and shall continue in full force and effect so long as
the Note is  outstanding  or any amount due  thereunder or under this  Agreement
remains unpaid.

(c) This Agreement shall be binding upon the parties hereto and their respective
successors and assigns; provided, however, that i-engineering may not assign any
of its rights under this Agreement.

(d) THIS  AGREEMENT  AND THE NOTE  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.

(e) Neither any failure nor any delay on the part of Trans Global in  exercising
any right,  power or privilege under this Agreement or the Note 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.

(f) 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 Trans Global and the party  against whom  enforcement  of any such
modification,  amendment  or  waiver is  sought,  and  expressly  refers to this
Agreement and states that it is a modification, amendment or waiver, as the case
may be, and then such waiver or consent shall be effective  only in the specific
instance  and for the  purpose  for  which  given.  No  notice  to or  demand on
i-engineering  in any case shall entitle  i-engineering  to any other or further
notice or demand in the same, similar or other circumstances.





<PAGE>  61
EXHIBIT 10.8 RESTATED AGREEMENT

(g) In case any one or more of the provisions contained in this Agreement or the
Note 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.

(h) 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.

(i) Paragraph 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.

(j) TRANS GLOBAL AND I-ENGINEERING HEREBY IRREVOCABLY AND UNCONDITIONALLY  WAIVE
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,  SUIT OR COUNTERCLAIM  ARISING
IN CONNECTION WITH, OUT OF OR OTHERWISE  RELATING TO THIS AGREEMENT OR THE NOTE,
ANY RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT OR THE NOTE. EXCEPT AS PROHIBITED
BY LAW,  I-ENGINEERING  HEREBY  WAIVES  (i) ANY RIGHT TO ASSERT ANY CLAIM IT MAY
HAVE AGAINST TRANS GLOBAL BY WAY OF A COUNTERCLAIM IN ANY ACTION ON THE NOTE AND
(ii) ANY  RIGHT  WHICH IT MAY HAVE TO CLAIM OR  RECOVER  IN ANY  LITIGATION  ANY
SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN,
OR  IN  ADDITION  TO,  ACTUAL  DAMAGES.  I-ENGINEERING  (A)  CERTIFIES  THAT  NO
REPRESENTATIVE,  AGENT OR ATTORNEY OF TRANS GLOBAL HAS REPRESENTED, EXPRESSLY OR
OTHERWISE,  THAT TRANS  GLOBAL  WOULD NOT, IN THE EVENT OF  LITIGATION,  SEEK TO
ENFORCE THE FOREGOING  WAIVERS AND (B)  ACKNOWLEDGES  THAT TRANS GLOBAL HAS BEEN
INDUCED TO ENTER INTO THIS  AGREEMENT  BY, AMONG OTHER  THINGS,  THE WAIVERS AND
CERTIFICATIONS SET FORTH IN THIS PARAGRAPH 10(j).

(k) 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.

(l) The parties hereby  irrevocably  submit to the  jurisdiction of any New York
State or Federal  court  sitting in New York or Suffolk  County in any action or
proceeding arising out of or relating to this Agreement, and each of them hereby
irrevocably  agrees that all claims in respect of such action or proceeding  may
be heard and determined in such New York State or Federal  court.  i-engineering
hereby irrevocably waive the defense of an inconvenient forum to the maintenance
of such action or proceeding.  Such service may be made by mailing or delivering
a copy of such process to i-engineering at their respective  addresses set forth
in Paragraph 10(a) of this Agreement,  including, without limitation,  copies of
the summons and  complaint and any other process which may be served in any such
action or  proceeding.  i-engineering  agree that a final  judgment  in any such
action  or  proceeding  shall  be  conclusive  and  may  be  enforced  in  other
jurisdictions  by suit on the judgment or in any manner provided by law. Nothing
in this  Paragraph  10(l) shall  affect the right of Trans Global to serve legal
process in any other manner permitted by law or affect the right of Trans Global
to bring any action or  proceeding  against  i-engineering  or their  respective
property in the courts of any other jurisdictions.  Notwithstanding  anything to
the contrary  contained  herein,  in no event shall  i-engineering  commence any
action  relating to this Agreement or the Note except in the Federal or New York
State courts located in New York City or Suffolk County, New York.





<PAGE>  62
EXHIBIT 10.8 RESTATED AGREEMENT

IN WITNESS WHEREOF,  i-engineering and Trans Global 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.

                                         I-ENGINEERING.COM, INC.


                                         By:_____________________________
By:_______________________________
                                          Naval Kapoor, President and CEO

                                         TRANS GLOBAL SERVICES, INC.


                                         By:_____________________________
                                          Joseph G. Sicinski, President and CEO









































<PAGE>  63
EXHIBIT 10.8 RESTATED AGREEMENT


                       i-engineering.cOM, INC.
                 IO% Promissory Note due June 5, 2000

N-3                                                          New York, New York
$300,000                                                     February 4, 2000

FOR  VALUE  RECEIVED,  i-engineering.com,  Inc.,  a  Delaware  corporation  (the
"Company"),  hereby promises to pay to the order of Trans Global Services, Inc.,
a Delaware corporation  ("Holder"),  the principal amount three hundred thousand
dollars ($300,000),  together with interest at the rate of ten percent (10%) per
annum, on June 5, 2000, subject to earlier  prepayment as hereinafter  provided.
If payment of this Note is due is on a day on not a business  day,  such payment
shall be made on the next day which is a business day. A business day shall mean
a day other than a day on which banks in the City of New York are  permitted  or
required  to be closed.  Payments of  principal  and  interest  shall be made in
lawful  money of the United  States of America.  This Note is one of a series of
the Company's 10% promissory  notes  (collectively,  the "Notes") in the maximum
aggregate  principal amount of five hundred thousand dollars  ($500,000)  issued
pursuant to a loan agreement  dated January 21, 2000 between the Company and the
Holder.

                             Article 1. Particular Covenant

(a)  Principal  and  Interest.  The  Company  will duly and  punctually  pay the
principal  amount of this Note and the  interest  thereon at the time and in the
manner specified in this Note.

(b) Prepayment Under Certain Conditions.

(i) In the event of a Financing Event, as hereinafter  defined, the full payment
of principal and interest on this Note shall become  immediately due and payable
on the date of the Financing Event.

(ii) A Financing Event shall mean the first to occur of (A) the date the Company
receives  gross  proceeds  (prior  to  commissions  and  expenses)  of at  least
$5,000,000 from a private placement or public offering of its securities, or (B)
the date the  Company  obtains  bank or other debt  financings  (other than this
Note) or  credit  lines or  other  credit  facility  or  facilities  of at least
$750,000.

                 Article 2. Events of Default and Acceleration

(a) Events of Default Defined.  The entire unpaid principal amount of this Note,
together  with  interest  thereon  shall,  on written  notice  from the  Holder,
forthwith  become and be due and  payable  if any one or more  Events of Default
shall have occurred (for any reason  whatsoever and whether such happening shall
be  voluntary  or  involuntary  or be affected or come about by operation of law
pursuant to or in compliance with any judgment,  decree or order of any court or
any order, rule or regulation of any administrative or governmental body) and be
continuing. An Event of Default shall occur:

(i) if failure shall be made in the due and punctual payment of the principal of
any of the Notes when and as the same shall  become due and  payable  whether at
maturity or otherwise;


<PAGE>  64
EXHIBIT 10.8 RESTATED AGREEMENT

(ii) if failure shall be made in the due and punctual payment of any installment
of  interest  on any of the  Notes  when and as the same  shall  become  due and
payable,  and such failure shall have  continued for five (5) days from the date
such payment is due;

(iii) if the Company shall consent to the appointment of a receiver,  trustee or
liquidator of itself or of a substantial  part Of its Property,  or shall make a
general  assignment  for the  benefit of  creditors,  or shall file a  voluntary
petition in  bankruptcy,  or an answer  seeking  reorganization  in a proceeding
under any bankruptcy law (as now or hereafter in effect) or an answer  admitting
the material  allegations  of a petition  filed  against the Company,  voluntary
petition,  answer or consent,  seek relief under the pro in any such proceeding,
or shall by  visions of any other now  existing  or future  bankruptcy  or other
similar law providing for the  reorganization or winding up of corporations,  or
an  arrangement,   composition,  extension  or  adjustment  with  its  or  their
creditors,  or shall,  in a petition in  bankruptcy  filed against it or them be
adjudicated  a  bankrupt,  or the Company or its  directors  or the holders of a
majority of its equity interest shall vote to dissolve or liquidate the Company;

(iv) if a court of  competent  jurisdiction  shall  enter an order,  judgment or
decree  appointing,  without  consent of the  Company,  a  receiver,  trustee or
liquidator of the Company or of all or any  substantial  part of the property of
the  Company,  or  approving a petition  filed  against  the  Company  seeking a
reorganization  or arrangement of the Company under the Federal  bankruptcy laws
or any other  applicable  law or statute of the United  States of America Or any
State thereof,  or any substantial  part of the property of the Company shall be
sequestered;  and such  order,  judgment  or decree  shall not be vacated or set
aside within ninety (90) days from the date of the entry thereof, or

(v) if, under the  provisions  of any law for the relief or aid of debtors,  any
court of competent  jurisdiction  shall assume custody or control of the Company
or of all or any  substantial  part of the  property  of the  Company  and  such
custody or control shall not be terminated within ninety (90) days from the date
of assumption of such custody or control.


(b)Rights  of Note  Holder.  Nothing in this Note shall be  construed to modify,
amend or  limit in any way the  right  of the  holder  of this  Note to bring an
action  against the Company in the event the Company shall fail to pay principal
of or interest on this Note when due.

                     Article 3.  Miscellaneous

(a)  Transferability.  No transfer of this Note shall be  effective  unless such
transfer is made in compliance with all applicable  Federal and state securities
laws and the Holder  shall  provide to the Company an opinion of counsel,  which
counsel and opinion  shall be reasonably  acceptable  to the Company,  as to the
exemption from the  registration  requirements of the Securities Act of 1933, as
amended,  and applicable state securities laws. The Company shall be entitled to
treat as the owner of this Note only the person shown as the Holder on its books
and records, regardless of whether the Company has any contrary knowledge.






<PAGE>  65
EXHIBIT 10.8 RESTATED AGREEMENT

(b)WAIVER OF TRIAL BY JURY. IN ANY LEGAL  PROCEEDING TO ENFORCE  PAYMENT OF THIS
NOFE-, THE COMPANY AND, BY THE ACCEPTANCE OF THIS NOTE, THE HOLDER, WAIVES TRIAL
BY JURY.

(c)WAIVER OF ANY RIGHT OF COUNTERCLAIM.  EXCEPT AS PROHIBITED BY LAW, TH COMPANY
HEREBY  WAIVES ANY RIGHT TO ASSERT ANY CLAIM IT MAY HAVE  AGAINST THE LENDER WAY
OF A COUNTERCLAIM IN ANY ACTION ON THIS NOTE

(d)Right of  Prepayment  . The Company may prepay the Notes at whole at any time
or in part  from  time to time,  on not less  than  three nor more than 20 days'
written  notice  without  payment of any of  payment.  penalty or  premium.  Any
prepayment  shall be accompanied  by payment of accrued  interest to the date of
payment.

(e) Usury Saving Provision.  All Payment obligations arising under this Note are
subject to the express  condition that at no time shall the Company be obligated
or required to pay  interest at a rate which could  subject the Holder to either
civil or criminal  liability  as a result of being in excess of the maximum rate
which the  Company is  permitted  by law to  contract or agree to pay. If by the
terms of this Note,  the  Company is at any time  required or  obligated  to pay
interest  at a rate in excess  of such  maximum  rate,  the  applicable  rate of
interest  shall be deemed to be  immediately  reduced to such maximum rate,  and
interest thus payable shall be computed at such maximum rate,  and the port' ion
of all prior  interest  payments in excess of such maximum rate shall be applied
and shall be deemed to have been payments in reduction of principal.

(f) Notice to Company.  Notice to the  Company  shall be given to the Company at
its principal  executive  offices,  presently  located at Four  Armstrong  Road;
Building 2, Third  floor,  Shelton,  Connecticut  06484,  attention of Mr. Naval
Kapoor,  president  and CEO,  or to such other  address or person as the Company
may, from time to time, advise the Holder.

(g)  Governing  Law. This Note shall be governed by the laws of the State of New
York  applicable to agreements  executed and to be performed  wholly within such
State. The Company, and by acceptance of this Note, the Holder,  consents to the
exclusive  jurisdiction  of the United States District Court for the Southern or
Eastern  District of New York and Supreme  Court of the State of New York in the
County of Suffolk or New York in any action  relating  to or arising out of this
Note.

(h) Expenses. In the event that the Holder commences a legal proceeding in order
to enforce  its rights  under this Note,  the Company  shall pay all  reasonable
legal fees and expenses incurred by the holder with respect thereto.



IN WITNESS  WHEREOF,  the  Company has  executed  this Note on the date and year
first aforesaid.

                                 I-ENGINEERfNG.COM, INC.
                                 By:
                                 Naval  Kapoor,   President  and CEO





<PAGE>  66
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 11.1 - COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
<S>                                <C>              <C>                <C>
                                           Years ended December 31,
                                         1999           1998              1997

Average shares outstanding          3,047,798      3,819,716         3,819,574

Dilutive effect of stock
 options and warrants computed
 by use of treasury stock
 method                                   -0-         11,500            69,415

Computation of Earnings Per
 Share=Net Income/Average
 common and common share
 equivalent shares                ( 1,853,031)       805,261         1,022,881
outstanding                         3,047,798      3,831,216         3,888.989
                                    ---------      ---------         ---------
Earnings Per Share                 $    (0.61)     $    0.21         $    0.26



</TABLE>