EXHIBIT 10
                              CONVERSION AGREEMENT

      THIS  CONVERSION  AGREEMENT  is made and  entered  into  this  25th day of
September,  1997 by and between Workforce  Systems Corp., a Florida  corporation
(the "Company"),  LPS Acquisition Corp., a Florida  corporation ("LPS") and Eric
Deckinger and Adrienne Deckinger (collectively, "Deckinger").

      WHEREAS, LPS Acquisition Corp. ("LPS ") is a wholly-owned subsidiary of
the Company, the stock of which was acquired in a share exchange with
unaffiliated third parties on September 22, 1997.

      WHEREAS, pursuant to its purchase of assets in August 1997, LPS assumed an
obligation in the principal amount of $750,000 (the "Deckinger Payable") owed to
Eric Deckinger and Adrienne Deckinger (collectively, "Deckinger").

      WHEREAS,  the parties  hereto are desirous of setting  forth the terms and
conditions  under which the Deckinger  Payable shall be converted into shares of
the Company's capital stock.

      NOW,  THEREFORE,  in  consideration of the mutual  covenants,  agreements,
representations and warranties  contained in this Agreement,  the parties hereto
agree as follows:

      1.    RECITALS.  The foregoing recitals are true and correct.

      2.    CONVERSION.  The entire principal and any and all accrued but unpaid
            interest on the Deckinger  Payable is hereby  converted  into 75,000
            shares of the  Company's  Series F 7%  Cumulative  Non-Participating
            Preferred Stock, the  designations,  rights and preferences of which
            are  attached  hereto as Exhibit A and  incorporated  herein by such
            reference.

      3.    MISCELLANEOUS.

            (a)   Each of the  parties  hereto  will bear its own legal fees and
other  expenses  in  connection  with  the  transactions  contemplated  by  this
Agreement.

            (b)   If any term or  provision  of this  Agreement  or any exhibits
thereto or the  application  thereof to any person,  property  or  circumstances
shall to any extent be invalid or unenforceable, the remainder of this Agreement
or the exhibits  thereto or the application or such term or provision to person,








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property  or  circumstances  other  than  those as to which  it is  invalid  and
unenforceable shall not be affected thereby, and each term and provision of this
Agreement  or the  exhibits  thereto  shall be valid and enforced to the fullest
extent permitted by law.

            (c)   Any notices,  requests or consents  hereunder  shall be deemed
given,  and any instruments  delivered,  two days after they have been mailed by
first class mail, postage prepaid, or upon receipt if delivered personally or by
facsimile transmission, as follows:

If to the Company
and LPS:                7777 Glades Road
                        Suite 211
                        Boca Raton, Florida 33433
                        Attention: President

With a copy to:         Atlas, Pearlman, Trop & Borkson, P.A.
                        200 East Las Olas Boulevard
                        Suite 1900
                        Fort Lauderdale, Florida  33301
                        Attention:  Charles B. Pearlman, Esq.

If to Deckinger:        7099 Valencia Drive
                        Boca Raton, Florida  33433

With a copy to:         Robert I. Claire, Esq.
                        Selman & Claire, P.A.
                        7280 W. Palmetto Park Road
                        Suite 106
                        Boca Raton, Florida  33433

except that any of the foregoing may from time to time by written  notice to the
other  designate  another  address  which shall  thereupon  become its effective
address for the purposes of this paragraph.

            (d)   This Agreement,  including the exhibits and documents referred
to herein  which are a part  hereof,  contain  the entire  understanding  of the
parties  hereto with respect to the subject  matter and may be amended only by a
written  instrument  executed  by the  parties  hereto  or their  successors  or
assigns.  Any paragraph  headings  contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.










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            (e)   This Agreement may be executed  simultaneously  in two or more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute one and the same instrument.

            (f)   This  Agreement  shall  inure to the benefit of and be binding
upon the parties hereto and their  respective  successors but shall not inure to
the benefit of anyone other than the parties  signing this  Agreement  and their
respective successors.

            (g)   This  Agreement  shall be governed by the laws of the State of
Florida.

            (h)   The parties have either (i) been  represented  by  independent
legal  counsel  in  connection  with  the  negotiations  and  execution  of this
Agreement,  or (ii) each has had the  opportunity  to obtain  independent  legal
counsel,  has been  advised  that it is in their best  interests to do so and by
execution of this Agreement has waive the right.

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

                                          Workforce Systems Corp.

                                          By: /s/ Robert Hausman
                                             -------------------------  
                                                Robert Hausman,
                                                President

                                          LPS Acquisition Corp.

                                          By: /s/ Robert Hausman
                                             -------------------------
                                                Robert Hausman,
                                                President

                                          /s/ Eric Deckinger
                                          ----------------------------
                                          Eric Deckinger

                                          /s/ Adrienne Deckinger
                                          ----------------------------
                                          Adrienne Deckinger










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