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                                                                    Exhibit 10.2
                                          
                             Equipment Service Agreement
                                      between
                                          
                               TechForce Corporation
                                   ("TechForce")
                                        and
                     General Electric Service Management Group
                                    ("Customer")
                                          
                              Dated: October 12, 1997
                                          
                                          

1.   This Agreement is between TechForce Corporation ("TechForce"), with its
     principal offices at 15940 Bay Vista Drive, Clearwater, FL, and General
     Electric Service Management Group ("GE"), with its principal offices at
     Appliance Park, Louisville, KY  40225.
     
2.   Whereas, GE wishes to engage TechForce to provide on-site maintenance and
     parts procurement services to GE's warranty customers.
     
3.   Now, Therefore, in consideration of the mutual rights and obligations
     contained herein, the parties agree as follows:
     
4.   TERM.  This Agreement shall be effective on the date set forth above and
     shall continue for a period of two (2) years and thereafter on a year to
     year basis until either party terminates this Agreement at the end of the
     original term or any one year extension thereof upon not less than ninety
     (90) days prior written notice to the other party.  Both parties agree that
     the pricing shown in Appendix A is to be reviewed after ninety (90) days
     and may be adjusted by mutual agreement of both parties.
     
5.   PROGRAM(S).  GE will offer various extended warranty service packages to
     customers who purchase personal computers and personal computer peripherals
     (the "Equipment") from authorized warranty distributors.  Services rendered
     by TechForce will be in support of these extended warranty programs.
     
6.   CHARGES FOR SERVICES.  Prices for services rendered by TechForce pursuant
     to this Agreement are set forth in Appendix A, which is attached hereto and
     made a part hereof.  GE agrees to pay TechForce for services rendered in
     accordance with Appendix A.  TechForce shall provide a weekly invoice to GE
     for all services rendered by TechForce during the preceding week.  GE
     agrees to pay such invoice by within fifty five (55) days after receipt of
     the invoice.  Any past due amounts shall accrue interest at the rate of one
     percent (1%) per month or any portion thereof.

                                 CONFIDENTIAL - DRAFT
                                  September 26, 1997


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7.   TECHFORCE OBLIGATIONS ("the Work").  With respect to each GE customers,
     TechForce agrees to provide the following services:
     
          a)   On-Site Maintenance:  TechForce will provide on-site repair      
               services to GE customers upon receipt of a service dispatch
               from GE. TechForce will follow the guidelines defined in the
               Statement of Work (Appendix A).
          b)   Parts Procurement:  TechForce will procure the parts required to 
               successfully complete the repair as provided by GE's Help Desk.
     
8.   GE OBLIGATIONS.  GE agrees to perform each of the following obligations:
     
          a)   Help Desk Support:  GE (or agent acting on GE's behalf) shall    
               perform telephone diagnostics, isolate to the best of its 
               ability the failing component of the Equipment.
          b)   Dispatch Service:  Upon completing diagnosis, GE will transmit
               a work order to TechForce to perform activities described in     
               Section 7.  GE will provide sufficient information for TechForce
               to contact the end-user, procure parts, schedule and perform     
               TechForce Obligations.  Both GE and TechForce will agree on the
               transmission media (for example, fax, e-mail, EDI transfer) and
               the specific information required to perform the Work.
          
9.   INDEPENDENT CONTRACTORS.  This Agreement does not constitute or appoint
     either party as an agent for the other party.  The relationship of the
     parties at all times shall remain that of independent contractors.  No
     partnership, joint venture or other arrangement other than independent
     contractors is intended hereby.
     
10.  INDEMNITY.  Each party hereby indemnifies and holds harmless the other
     party for all actions, claims, demands, proceedings, damages and expenses
     arising out of  negligence or willful misconduct of  the indemnifying
     party.  In the event that either party becomes aware of any action or
     circumstances which will result in such party seeking indemnification from
     the other party pursuant to this Section 10, the party seeking
     indemnification shall promptly notify the other party of such circumstances
     and cooperate fully in the defense thereof.  The indemnifying party shall
     obtain control of all proceedings at the indemnifying parties sole expense 
     The indemnified party may obtain counsel and participate in all proceeding
     at the indemnified party's expense.
     
11.  INSURANCE.  Each party agrees to obtain general liability insurance in an
     amount not less than $1,000,000 per occurrence with an aggregate limitation
     of not less than $2,000,000.  Additionally, TechForce agrees to obtain
     property damage insurance in an amount of $1,000,000 per occurrence with an
     aggregate limitation of not less than $2,000,000.  Each party agrees to
     provide the other 

                                 CONFIDENTIAL - DRAFT
                                  September 26, 1997


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     party with a certificate of insurance evidencing compliance with this 
     Section 11 upon request of the other party.
     
12.  LIMITATION OF LIABILITY.  NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY
     FOR CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR OTHER SPECIAL DAMAGES OF ANY
     NATURE, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS AND LOSS OF BUSINESS
     VOLUME, WHETHER OR NOT SUCH PARTY HAS BEEN APPRISED OF THE POSSIBILITY OF
     THE SAME, EXCEPT IN THE CASE OF DAMAGES RESULTING FROM THE WILFUL AND
     INTENTIONAL CONDUCT OF THE OTHER PARTY.
     
13.  DEFAULT AND REMEDIES.  In the event that either party fails to perform any
     obligation set forth in this Agreement, and such failure continues for a
     period of thirty (30) days following the receipt by the breaching party of
     written notice specifying such breach, the non-breaching party shall have
     the right to do any or all of the following: (a) terminate this Agreement
     immediately upon expiration of the 30 day cure period, (b) whether or not
     this Agreement has been terminated, commence an action against the
     breaching party to collect damages for the breach, and (c) in the case of
     GE only, obtain an alternative service provider to perform the services
     required of TechForce herein.  In all events, each party will use its
     reasonable efforts to mitigate the damages of the other party.  All
     remedies provided for in this Section 13 are intended to be cumulative and
     in addition to all rights and remedies available at law and in equity.
     
14.  ASSIGNMENT AND SUBCONTRACTING.  Neither party may assign this Agreement
     without the prior written consent of the other party which will not be
     unreasonably delayed or withheld.  TechForce may subcontract services
     provided for under this Agreement, but in all event shall remain obligated
     for the performance thereof.
     
15.  REPORTING. TechForce agrees to provide reports to GE regarding activities,
     quality of service and program performance as mutually agreed by GE and
     TechForce. TechForce further agrees to provide reasonable additional
     information to GE upon request.  GE will provide such additional reasonable
     information as TechForce may request.


                                 CONFIDENTIAL - DRAFT
                                  September 26, 1997