SEVERANCE, RELEASE AND COOPERATION AGREEMENT

     THIS AGREEMENT,  made as of the 16th day of February, 2000, is entered into
by and between PAUL M. GALES  (hereafter  "Executive")  and EMPLOYEE  SOLUTIONS,
INC.,  (hereafter  "Employer")  and arises out of the  cessation of  Executive's
employment with Employer.  In consideration of the material  promises  contained
herein, the parties agree as follows:

     1. COMPENSATION AND BENEFITS. Employer agrees to pay or provide, or arrange
for the payment or provision of the following:

          a. BALANCE OF SALARY.  Employer will continue to pay Executive  salary
at a monthly rate of $17,500 through April 7, 2000 in accordance with Employer's
normal bi-weekly payroll practices.

          b.  SEVERANCE  PAYMENTS.  Executive will also be entitled to severance
payments of an  additional  $105,000  payable in thirteen  (13) equal  bi-weekly
installments of $8,076.92  (less legally  required  withholdings)  in accordance
with Employer's normal payroll practices beginning with the first regular payday
following the Termination Date (as defined in Section 2.a.). For example, if the
Termination  Date is April 7, 2000, the payments under this section shall extend
from bi-weekly pay period ending April 22, 2000 through and including pay period
ending October 7, 2000.

          c. FRINGE BENEFITS.  Employer shall continue coverage of Executive and
Executive's  dependents under its medical and dental plans at Employer's expense
through the earlier of October 2000, or the date that Executive  commences other
employment  and is eligible to commence  group  medical  coverage in  connection
therewith,  (unless  continuation  of  coverage  under  Employer's  plans is not
feasible,  in which event Employer shall provide  substantially similar benefits
at  its  expense  during  such  periods).  Employer  will  continue  to  provide
Executive's  automobile  expense  allowance  on the first pay date of each month
through the earlier of (1) April 2000 or, (2) the date that Executive  commences
other full-time  employment or, (3) the Termination Date if the Termination Date
is earlier than April 7, 2000.  Upon the first  occurrence of any of these three
events,  Employer  shall have no further  obligation  for payment of  automobile
expense allowance.

          d. ACCRUED BUT UNUSED VACATION.  Upon the first pay date following the
Termination Date,  Employer will pay Executive a lump sum amount attributable to
Executive's  accrued  vacation  days that  remain  unused as of the date of this
Agreement. Such amount (subject to withholding for applicable federal, state and
local taxes) will be equal to $17,769.22.

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          e.  REIMBURSEMENT  OF  BUSINESS  EXPENSES.   Employer  will  reimburse
Executive  for  business  expenses  incurred by  Executive  in the course of his
employment with Employer and submitted to Employer in accordance with Employer's
policies and practices regarding expense reimbursements.

          f.  EXPENSES.  Each party  shall be  responsible  for its own fees and
expenses (including legal fees) in connection with this Agreement.

If  Executive  dies  prior to  receiving  all  amounts  payable  hereunder,  all
remaining  amounts  will be paid to  Executive's  spouse  or, if she is not then
living, to his estate.

     2. RESIGNATION.

          a. This Agreement will reflect  Executive's  resignation as Employer's
Senior Vice  President and  Corporate  Secretary and any office or position with
any of Employer's  subsidiaries,  effective as of January 6, 2000. Employer will
take with all  reasonable  speed those  actions  necessary so that  Executive is
removed  as a  "controlling  person" of  Employer  and/ or its  subsidiaries  in
Florida, Texas and any other applicable  jurisdiction.  The Employment Agreement
dated March 19, 1997 between Employer and Executive is hereby terminated for all
purposes.  Executive's employment with Employer shall terminate automatically on
April 7, 2000 or such  earlier date as is specified by Executive in writing (the
"Termination  Date"),  provided that the reason for Executive's  notification of
said earlier  termination  date shall be exclusively due to his  commencement of
employment with a new employer.  If Executive specifies a Termination Date prior
to April 7, 2000,  there shall be no change to the aggregate  amount of payments
due under  Section 1.a.  and 1.b. of this  Agreement or the method of payment of
such amount, but any remaining amounts due under Section 1.a. after such earlier
specified  termination  date shall be  characterized  as  severance  rather than
salary.  If Executive  specifies an earlier  termination date in accordance with
the provisions above,  payments for automobile  expense  allowance  described in
Section 1.c. will cease as of the termination date so specified.

          b.  Employer  will not  disclose  to any third  party any  information
relating to Executive's  resignation other than the information  contained in an
email  distributed  to all of  Employer's  employees  on January 7, 2000 or such
additional information as may otherwise be required by law.

          c.  Employer  will  continue to retain  Executive  for  corporate  and
securities  legal  services  subject to and  pursuant  to an  engagement  letter
mutually  agreed upon by Executive  and Employer  and  provided  that  Executive
affiliates  with a law firm  acceptable to Employer (in a reasonable time frame)
with an established practice in such areas.

          d. Employer shall direct  employees  assigned to answer  telephones to
advise  callers who ask for  Executive  that  Executive  has  resigned  and that
Executive is continuing to provide post-resignation corporate and securities law

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services to Employer,  and to provide  callers who wish to speak with  Executive
other than with respect to Employer's  business with  Executive's home telephone
number (or such other number as Executive may specify).

          e. Employer further agrees that it will maintain Executive's personnel
records  and  personnel  information  in  confidence  and will not  release  any
information  other than Executive's  dates of employment by the Employer and job
title to any person without the express written consent of Executive,  except as
required by law. Notwithstanding the foregoing sentence, Employer will provide a
positive reference for Executive with respect to Executive's  securities-related
corporate services if requested by Executive.

          f. Employer (meaning,  solely for this purpose,  Employer's  directors
and  executive  officers  and  other  individuals  authorized  to make  official
communications on Employer's behalf) will not disparage Executive or Executive's
performance or otherwise  take any action which could  reasonably be expected to
adversely affect  Executive's  personal or professional  reputation.  Similarly,
Executive will not disparage Employer or any of its directors,  officers, agents
or employees or otherwise take any action which could  reasonably be expected to
adversely  affect the personal or professional  reputation of Employer or any of
its directors, officers, agents or employees.

     3. STOCK  OPTIONS.  Executive's  current  stock  options,  as  evidenced in
Employer's minutes or grant letters,  shall remain outstanding pursuant to their
terms for 90 days past the Termination Date. Options that are exercisable on the
Termination Date shall remain exercisable during such 90-day period.

     4.  RELEASE.  Executive  hereby fully and forever  releases and  discharges
Employer  and  its  parents,   affiliates   and   subsidiaries,   including  all
predecessors and successors, assigns, officers, directors, trustees, executives,
agents and attorneys,  past and present  (collectively,  the "Released Parties")
from any and all  claims,  demands,  liens,  agreements,  contracts,  covenants,
actions,  suits,  causes of action,  obligations,  controversies,  debts, costs,
expenses,  damages,  judgments,  orders and  liabilities,  of  whatever  kind or
nature,  direct or  indirect,  in law,  equity or  otherwise,  whether  known or
unknown,  arising out of Executive's  employment by Employer or the  termination
thereof,  including,  but not  limited  to,  any  claims for relief or causes of
action under federal, state or local statute,  ordinance or regulation regarding
discrimination  in  employment  and any  claims,  demands or actions  based upon
alleged wrongful or retaliatory  discharge or breach of contract under any state
or federal law. By this  agreement  Executive  affirms that he is releasing  all
claims for age  discrimination  or any other legal rights or claims  pursuant to
the Age  Discrimination  in Employment Act as amended by the age  discrimination
provisions of  applicable  state laws that exist as of the date of the execution
of  this  agreement,   whether  presently  known  or  hereafter  discovered.  In
connection  with  this  release  for any or all  claims  of age  discrimination,
Executive  has been  given  the  opportunity  to  consider  entering  into  this
Agreement  for  twenty-one   (21)  days   preceding  its  execution.   Executive
acknowledges  that he has had the  opportunity  to be represented by independent
legal  counsel  prior  to the  execution  of  this  Agreement,  as  well  as the
opportunity  to  consult  with  legal  counsel  as  to  the  meaning  and  legal
significance  of this  Agreement.  The foregoing  release does not extend to (i)

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claims solely to enforce  Employer's  obligations under this Agreement;  or (ii)
claims solely to enforce the Non-Director  Officer's  Indemnification  Agreement
between   Employer  and  Executive  dated  November  21,  1996,  or  claims  for
indemnification under any applicable law of Employer's Articles of Incorporation
or  By-laws  (collectively  with  the  Non-Director  Officer's   Indemnification
Agreement, the "Indemnification Agreements").

     5.  REVOCATION.  Executive  understands  that he may revoke this  agreement
within  seven  (7) days  after the  agreement  has been  signed  by all  parties
("Revocation Period"). During this Revocation Period, Executive understands that
no  payment  will be made  under  Section  1.b of this  agreement,  even it said
payment  would  otherwise  have been paid in  accordance  with the terms of that
section.  Executive  further  understands  that if the  agreement is not revoked
within or by the  conclusion of the  Revocation  Period,  the agreement  will be
effective and  enforceable.  In order to revoke this  agreement,  Executive must
deliver to Employer at 6225 N. 24th Street,  Phoenix,  Arizona  85016,  a signed
letter or other  written  notice  stating  that he is  canceling or revoking the
agreement.  Executive also understands that under these circumstances,  Employer
has no obligation to pay any of the consideration described in Section 1.b or in
Section 1.c if the  consideration  in Section 1.c would have otherwise  occurred
absent the revocation, after the Termination Date.

     6. COOPERATION  AGREEMENT.  Executive further agrees that he will cooperate
fully with  Employer  and its  counsel  with  respect  to any matter  (including
litigation,  investigations,  or governmental  proceedings) with which Executive
was involved in his capacity as General  Counsel or Corporate  Secretary  during
the term of employment  with  Employer.  Executive  will be available to perform
such  services  on a  reasonable  basis to the  extent  requested  by  Employer,
including  on  a  full-time  basis  as  needed,   until  the  Termination  Date.
Thereafter,  Executive  will be available to perform such services to the extent
reasonably  requested  by  Employer  for up to an  average of 15 hours per month
through  October 7, 2000.  The times and  places  for the  performance  of these
services  will be mutually  agreeable  to the parties,  and  Employer  agrees to
cooperate with Executive in scheduling  such services to minimize  disruption of
any new employment or similar  relationship  which Executive may have commenced.
Subject to the foregoing sentence,  Executive shall render such cooperation in a
timely  manner on  reasonable  notice  from  Employer,  and  agrees to travel as
reasonably  requested by Employer in connection  with  performing such services.
Employer will reimburse Executive's  reasonable  out-of-pocket expenses incurred
in  connection  with  providing  such  services in  accordance  with  Employer's
policies as in effect from time to time.

     7.  RETURN OF  EMPLOYER  PROPERTY.  Employer  acknowledges  receipt  of all
documents  and  files  from  Executive,  as well as  Employer  property  such as
Executive's personal digital assistant. Employer acknowledges that Executive may
possess  copies  of  Employer-related  documents  from time to time as needed to
provide requested services.  On or prior to the earlier of the Termination Date,
or the date that Executive commences other employment,  Executive will return to
Employer the cellular phone and accessories  previously  furnished to Executive.
The business use (and incidental personal use) of the cellular phone during this
period is intended for the Executive  only,  as reasonable  and necessary in the
performance of services for the Employer.  Other office  equipment  purchased by
Employer  for  Executive's  use (e.g.  a laptop  computer  and docking  station,
discarded  desktop  computer and fax machine) will become  property of Executive
and need not be returned to Employer.

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     8.  EXECUTIVE'S  ACKNOWLEDGMENT.  Executive has fully reviewed the terms of
this Agreement, acknowledges that he understands the terms of this Agreement and
states that he is entering into this Agreement knowingly and voluntarily.

     9. EXECUTIVE'S SUCCESSORS. This Agreement will be binding upon and inure to
the benefit of the parties hereto,  their  representatives,  agents and assigns,
and as to Executive,  his spouse, heirs,  legatees,  administrators and personal
representatives.

     10.  ENTIRE  AGREEMENT OF THE PARTIES.  This  Agreement,  together with the
Indemnification Agreements and Employee's  confidentiality/noncompete agreement,
constitutes  the exclusive  and complete  agreement  between the parties  hereto
relating to the subject  matter  hereof.  No amendment of this Agreement will be
binding unless in writing and signed by the parties.

     11.  SEVERABILITY.  The provisions of this Agreement are severable.  If any
provision  or the  scope of any  provision  is found to be  unenforceable  or is
modified  by a court of  competent  jurisdiction,  the other  provisions  or the
affected provisions as so modified shall remain fully valid and enforceable.

     12.  GOVERNING  LAW.  This  Agreement  shall be  governed by the law of the
Arizona,  without  regard to the  application  of the principles of conflicts of
laws.  Exclusive  venue for any  dispute or  disagreement  with  respect to this
Agreement shall lie in Maricopa County, Arizona.

     13.  COMMUNICATIONS.  Executive shall not discuss, with any ESI employee or
any  other  person,  any  matter  relating  to  Employer  or  its  subsidiaries,
affiliates,  officers, directors,  employees or agents without the prior written
authorization  of Employer's  Chief Executive  Officer.  The foregoing shall not
apply to (i)  communications  to persons  other than  Employer's  employees  and
independent  contractors  consisting  solely of information  publicly  available
through Employer's Securities and Exchange Commission filings or press releases;
(ii)  communications  in the course of services being provided to persons with a
need to receive such  communications to perform the specific business  functions
with respect to which  Executive has been requested to provide  services;  (iii)
factual  communications to prospective  employers concerning  Executive's duties
and  responsibilities  with Employer to the extent  necessary in connection with
job interviews; or (iv) testimony in a judicial or administrative proceeding.

     14. TENDER BACK. Should Executive  attempt to challenge the  enforceability
of this  Agreement  or any  provision  herein,  or attempt to initiate any legal
proceedings,  including  but not  limited  to  administrative  agency  or  court
proceedings  arising out of or related to Executive's  employment or termination
of employment with Employer,  Executive shall initially  tender to Employer,  by
certified  check  delivered  to counsel  for  Employer,  the full amount of cash
consideration  paid to him  hereunder,  plus interest at the legal rate from the
date of Executive's  execution of this  Agreement,  and shall invite Employer to
cancel this  Agreement.  If Employer  accepts the offer to cancel the Agreement,

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this  Agreement  shall be  canceled.  If Employer  does not accept this offer to
cancel,  Employer shall so notify  Executive and shall place the amount tendered
by Executive  in an  interest-bearing  account  pending a  determination  of the
enforceability  of  this  Agreement.  If  the  Agreement  is  determined  to  be
enforceable,  100% of the amount of the account shall be repaid to Executive; if
this  Agreement is not determined to be  enforceable,  the amount in the account
shall be  retained by Employer  or its  designee.  This  Section 14 shall not be
applicable  to actions  brought by Executive to enforce  Employer's  obligations
hereunder.

     IN WITNESS  WHEREOF,  the undersigned  acknowledge  that they have executed
this  instrument as their free and voluntary  act, for the uses and purposes set
forth herein on the dates set forth below.


                                        EMPLOYEE SOLUTIONS, INC.


                                        By: /s/ Quentin P. Smith, Jr.
                                            ------------------------------------
                                            Title: Chief Executive Officer
                                            Date:  February 16, 2000


                                        PAUL M. GALES

                                        By: /s/ Paul M. Gales
                                            ------------------------------------
                                            Date: February 10, 2000

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