EMPLOYEE SOLUTIONS INC
STANDSTILL AGREEMENT
<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>STANDSTILL AGREEMENT
<TEXT>

                                  EXHIBIT 10.16

     STANDSTILL AGREEMENT (this "STANDSTILL AGREEMENT"),  dated and effective as
of May 31,  2000  (the  "Effective  Date"),  is  entered  into by and  among (i)
Employee  Solutions,  Inc. (the  "COMPANY"),  an Arizona  corporation,  (ii) the
Guarantors (as defined in the Indenture  referred to herein),  (iii) the Holders
(as defined in the Indenture referred to herein) signatory hereto (collectively,
the "SIGNING  HOLDERS") and (iv) The Huntington  National Bank, as trustee under
the Indenture referred to herein (the "TRUSTEE").

                              W I T N E S S E T H:

     WHEREAS,  the Company and the Guarantors  thereto have heretofore  executed
and  delivered to the Trustee the  Indenture,  dated as of October 15, 1997,  as
amended from time to time (the  "INDENTURE"),  providing  for the issuance of an
aggregate  principal  amount of up to $85  million of 10% Senior  Notes Due 2004
(the "NOTES");

     WHEREAS,  the Company and  Guarantors  are not in  compliance  with certain
provisions of the Indenture, resulting in the occurrence of certain Defaults and
Events of Default under, and as defined in, the Indenture;

     WHEREAS, the Trustee on May 19, 2000, issued a Notice of Default consistent
with the terms of the Indenture; and

     WHEREAS,  the Company has  requested  that the Signing  Holders and Trustee
forbear in the  exercise  of  remedies  with  respect to  certain  existing  and
anticipated  Defaults and Events of Default (as defined in the  Indenture),  and
the Signing Holders and the Trustee are willing to grant such forbearance on the
terms and conditions provided herein;

     NOW,  THEREFORE,  in  consideration  of the premises and  covenants  herein
contained, and for other valuable consideration,  the receipt and sufficiency of
which is hereby acknowledged,  the parties hereto mutually agree and covenant as
follows:

     SECTION  1.  CAPITALIZED  TERMS.  Capitalized  terms  used  herein  without
definition shall have the meanings assigned to them in the Indenture.

     SECTION 2. FORBEARANCE. The Signing Holders and Trustee agree, on the terms
and  subject  to the  conditions  hereof,  to forbear  during  the  period  (the
"FORBEARANCE  PERIOD") from and after the Effective  Date until (but  excluding)
the  Forbearance  Termination  Date (as defined in Section 3) in the exercise of
the rights and remedies available under the Indenture and the Notes with respect
to any  Default or Event of Default.  Notwithstanding  such  forbearance,  it is
understood by the Company and  Guarantors  that the Signing  Holders and Trustee
have not waived any existing or anticipated  Default or Event of Default, or any
rights or remedies in respect thereof, under the Indenture,  Notes, or any other
<PAGE>
agreements,  instruments  or  documents  executed and  delivered  in  connection
therewith or the transactions contemplated thereby (collectively, the "INDENTURE
DOCUMENTS"). During the Forbearance Period (and thereafter), the Signing Holders
and  Trustee  shall be  permitted  to exercise  any and all of their  rights and
remedies  under the  Indenture  Documents,  except as may be limited or provided
otherwise during the Forbearance Period pursuant to this Standstill Agreement.

     SECTION 3.  TERMINATION.  The  forbearance  provided  pursuant to Section 2
shall  terminate  and be of no further  force or effect at 10:00  a.m.  (Pacific
time) on the date (the "FORBEARANCE  TERMINATION DATE") of the earliest to occur
of:

          (a) thirty (30) days from the Effective Date;

          (b)  the  date  of  commencement  of  any   liquidation,   bankruptcy,
     receivership,  assignment  for the benefit of  creditors or similar case or
     proceeding  by or  against  the  Company  or the  Guarantors  in a court of
     competent  jurisdiction,  and in the case of an involuntary  proceeding the
     passage of twenty-five  (25) days from the date of such filing without such
     filing being dismissed or stayed,  by or with respect to the Company or one
     or more of the Guarantors; and

          (c) the first date during the Forbearance  Period that any new Default
     or  Event of  Default  ("NEW  DEFAULT")  or by  breach  by the  Company  or
     Guarantors  hereunder occurs;  notwithstanding  the foregoing,  and for the
     exclusive  purposes of this Standstill  Agreement,  a New Default shall not
     include  a Default  or an Event of  Default  that  exists as of one (1) day
     preceding Effective Date and that continues beyond that date.

     From and after the Forbearance  Termination Date, the forbearance set forth
herein shall  terminate  and be of no further  force or effect,  and the Signing
Holders and Trustee  shall be entitled to  immediately  exercise and enforce any
and all rights and remedies  available  to the Signing  Holders and Trustee as a
consequence  of any Defaults or Events of Default that have  occurred  prior to,
during or after the Forbearance Period and are continuing.  Each the Company and
each of the  Guarantors  hereby  expressly  waives any right of notice  from the
Holders or the Trustee other than notice of any New Default under the Indenture.

     SECTION 4. INFORMATION.  The Company and Guarantors agree to deliver to the
Signing Holders and Trustee:

          (a) By noon,  Pacific  time,  on Wednesday  of each week:  (i) revenue
     figures for the  immediately  preceding  week,  showing both weekly revenue
     figures and aggregate monthly revenue figures for the reporting month, (ii)
     cash flow  projections  for the four (4) weeks  commencing  with such week,
     (iii) a listing of any new client contracts  entered into by the Company or
     the Guarantors during the immediately preceding week, and (iv) a listing of
     any  existing  client  contracts  that were lost or  terminated  during the
     immediately preceding week; and in each such case the financial information
     in respect of Team  Services  (the "Team  Services  Information")  shall be
     limited to summary totals and reported  separately from all other financial
     information (the "Non-Team  Services  Information").  The Non-Team Services
     Information will be produced from the Company's invoice register,  and both
     the Team Services Information and the Non-Team Services Information will be
     provided online with hard copies available upon request.

                                       -2-
<PAGE>
          (b) The Company's  balance sheet for each the month of (i) April, 2000
     by no later than two (2) business days following the date of this Agreement
     and (ii) May, 2000 by no later than June 15,2000.

          (c) By June 15, 2000, a written update regarding current business plan
     of the Company and Guarantors as such plan pertains to cost reductions.

          (d) All financial  information and other  documentation  regarding the
     Company and the Guarantors  reasonably  requested by the Signing Holders or
     Trustee.

     Upon the  occurrence  of any  Default  of its  obligations  hereunder,  the
defaulting Company or defaulting  Guarantor,  as the case may be, shall promptly
notify the Signing Holders and Trustee of same.

     Notwithstanding the provision of the information to the Signing Holders and
Trustee as  identified in this Section 4, The Dreyfus  Corporation  ("Dreyfus"),
one of the Signing Holders,  does not intend to receive any of said information.
Dreyfus and each the  Company and the  Guarantors  agree and  acknowledge  that,
though  Dreyfus  will  remain  subject  to the  terms  and  obligations  of this
Standstill  Agreement,  Dreyfus  shall not be  restricted  from  trading  in any
securities  by  virtue of the  information  disseminated  to the  other  Signing
Holders under this Standstill  Agreement,  except as would otherwise be required
by law.  Dreyfus  agrees and  acknowledges  that in the event that  Dreyfus does
receive such  information,  any restrictions on trading will be coextensive with
those restrictions imposed upon the other Signing Holders under applicable law.

     SECTION 5. INSTRUCTION TO TRUSTEE.  The Signing Holders represent that they
hold an aggregate  principal  amount of  approximately  $66,850,000 of the Notes
which is a majority in  aggregate  principal  amount of the  outstanding  Notes.
Pursuant to Section 6.11 of the Indenture,  the Signing  Holders hereby instruct
the Trustee, and the Trustee acknowledges receipt of such instruction,  to honor
the provisions of this Standstill Agreement, and not issue any Notice of Default
or  undertake  any  action  that is  contrary  to the  terms of this  Standstill
Agreement.

     SECTION 6.  CONTINUING  EFFECT.  Except as expressly  provided herein or as
hereafter may be modified,  the Indenture Documents shall continue unchanged and
in full force and  effect,  and all rights,  powers and  remedies of the Signing
Holders,  Trustee,  Company  and  Guarantors  thereunder  are  hereby  expressly
reserved.  Except to the extent  expressly  waived herein,  each the Company and
each of the Guarantors  remains  obligated by the  representations,  warranties,
covenants and other provisions set forth in the Indenture  Documents to which it
is a party.

     SECTION 7.  ACKNOWLEDGEMENTS.  Each the Company and each of the  Guarantors
hereby (i)  acknowledges  and agrees that as of the close of business on May 30,
2000, the outstanding  amount of the principal and interest owing by the Company
and  Guarantors  under the  Indenture  Documents  is as set forth in  Schedule I
attached hereto, (ii) acknowledges and affirms, as of the Effective Date, all of
its  obligations  arising or incurred under or in connection  with the Indenture

                                       -3-
<PAGE>
Documents or this  Standstill  Agreement,  (iii)  acknowledges  and agrees that,
nothing in this Standstill  Agreement shall create a contractual  restriction on
the Signing  Holders,  or any of them, which would restrict them from trading in
any securities that each would otherwise be entitled to trade in accordance with
applicable  law and (iv)  acknowledges  and  affirms  that,  that  other than as
specifically set forth in this Standstill Agreement, neither the Signing Holders
nor Trustee has waived,  forborne,  modified or otherwise agreed not to exercise
any rights or remedies available to any of them under the Indenture Documents or
this Standstill Agreement.

     SECTION 8.  INDENTURE  DOCUMENTS  IN FULL FORCE.  Each the Company and each
Guarantor hereby  represents,  warrants and agrees that the Indenture  Documents
and the  provisions of each thereof are and remain its legal,  valid and binding
obligations,  enforceable  in  accordance  with their terms,  and remain in full
force and effect  except as amended or  modified by this  Standstill  Agreement.
Each the Company and each Guarantor hereby  reaffirms,  reconfirms and restates,
all of its obligations under the Indenture Documents,  as so modified.  Each the
Company and each Guarantor  hereby  releases each of the Signing Holders and the
Trustee,  and each of their  respective  present and former  agents,  employees,
officers,  directors,  shareholders,   partners,  principals,   representatives,
attorneys,  Affiliates,  and any of their  predecessors and successors,  and all
persons acting, by and through,  under or in concert with them, from any and all
claims, demands, debts, losses, obligations,  liabilities,  costs, expenses, and
rights of action  and  causes of action,  of any kind or  character  whatsoever,
whether known or not, suspected or unsuspected, based upon facts occurring prior
to the date hereof or which may be hereafter claimed to arise out of any action,
inaction,  event, or matter based upon facts occurring prior to the date hereof.
Each the Company and each Guarantor  hereby  represents and warrants,  as of the
date hereof, no action relating to claims, demands, debts, losses,  obligations,
liabilities,  costs, expenses, and rights of action and causes of action, of any
kind or character  whatsoever has been taken or is threatened against any of the
Trustee or any Signing Holder by the Company or any of the  Guarantors.  Nothing
in this  Standstill  Agreement  or in any  document  or  instrument  executed or
delivered  in  connection   herewith  or  pursuant  hereto  shall  constitute  a
satisfaction  as to all or any portion of the Company or any of the  Guarantors'
Indebtedness or other obligations.

     SECTION 9. GOVERNING LAW;  JURISDICTION;  WAIVER. THIS STANDSTILL AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE INTERNAL LAWS OF THE
STATE OF NEW YORK, AS APPLIED TO CONTRACTS  MADE AND PERFORMED  WITHIN THE STATE
OF NEW YORK,  WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH THE COMPANY
AND EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO AND ACCEPTS THE JURISDICTION OF
ANY NEW YORK STATE COURT  SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW
YORK OR ANY UNITED  STATES  FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK IN RESPECT OF ANY ACTION,  SUIT OR PROCEEDING FOR BREACH OF
THIS STANDSTILL  AGREEMENT AND IRREVOCABLY  ACCEPTS FOR ITSELF AND IN RESPECT OF
ITS  PROPERTY,  GENERALLY  AND  UNCONDITIONALLY,  JURISDICTION  OF THE AFORESAID
COURTS.  EACH THE COMPANY AND EACH GUARANTOR  IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT IT MAY  EFFECTIVELY  DO SO UNDER  APPLICABLE  LAW,  TRIAL BY JURY AND ANY

                                       -4-
<PAGE>
OBJECTION  IT MAY NOW OR  HEREAFTER  HAVE TO THE LAYING OF THE VENUE OF ANY SUCH
ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH
SUIT,  ACTION OR  PROCEEDING  BROUGHT IN ANY SUCH  COURT HAS BEEN  BROUGHT IN AN
INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE SIGNING HOLDERS
OR TRUSTEE TO SERVE PROCESS IN ANY MANNER  PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS  OR OTHERWISE  PROCEED  AGAINST THE COMPANY OR ANY  GUARANTOR IN ANY
OTHER JURISDICTION.

     SECTION 10. NO COMMITMENT OR WAIVER.  Neither this Standstill Agreement nor
any action or inaction on the part of the  Signing  Holders or Trustee  shall be
construed to constitute or represent (i) a commitment by the Signing  Holders or
Trustee,  either in their  capacities  under the  Indenture  Documents or in any
other  capacity,   to  restructure  any  indebtedness  of  the  Company  or  the
Guarantors,  or (ii) an intention by the Signing  Holders or Trustee,  either in
their capacities under the Indenture Documents or in any other capacity,  except
as expressly provided in Section 2, to waive,  modify or forbear from exercising
any of  their  rights,  powers,  privileges  or  remedies  under  the  Indenture
Documents  or under  any  other  document  or  agreement,  at law,  in equity or
otherwise, and each the Company and each of the Guarantors acknowledges,  agrees
and  confirms,  except  as  expressly  provided  in  Section  2,  that  no  such
commitment,  waiver,  modification  or  forbearance  has been offered,  granted,
extended  or  agreed  to by the  Signing  Holders  or  Trustee,  either in their
capacities under the Indenture  Documents or in any other capacity.  Nothing set
forth in this  Standstill  Agreement  shall be  construed  so as to require  the
Signing  Holders or  Trustee,  either in their  capacities  under the  Indenture
Documents or in any other  capacity,  to agree to the terms of any  modification
proposed by the Company and the  Guarantors  to the  Indenture  Documents or any
other document or agreement to which the Signing Holders or Trustee are a party.

     SECTION 11.  ADMISSIBILITY.  Each of the Company and each Guarantor  hereby
acknowledges   and  agrees  that  (i)  all  terms  and  conditions  of,  written
statements,  representations  and warranties  made by or on behalf of such party
in, and information  delivered by or on behalf of such party in connection with,
this Standstill Agreement or any Indenture Document,  are confirmed and admitted
by such party and shall be admissible in any  proceeding in any forum  regarding
any dispute  with the Trustee or any  Signing  Holder,  and (ii) the Trustee and
each  Signing  Holder  retain  all  rights  and  defenses  with  respect  to any
statements made in connection herewith or any Indenture Documents.

     SECTION  12.  REPRESENTATIONS  AND  WARRANTIES.  In  addition  to any other
representations and warranties made or deemed made hereunder,  each party hereto
represents and warrants to the other parties hereto that:

          (a) such  party has the full  authority  and legal  right and power to
     execute and deliver  this  Standstill  Agreement,  and to perform the terms
     hereof and the transactions contemplated hereby;

          (b) all necessary  corporate or other action on the part of such party
     to be taken in connection  with the execution,  delivery and performance of
     this Standstill Agreement and the transactions contemplated hereby has been
     duly and effectively taken; and

                                       -5-
<PAGE>
          (c) the  execution,  delivery and  performance  by such party does not
     constitute a violation or breach of such party's  articles of incorporation
     or by-laws, or any law by which such party is bound.

     SECTION 13. BENEFIT OF AGREEMENT.  This Standstill  Agreement is solely for
the  benefit of the  signatories  hereto  and, to the extent it is not a Signing
Holder or the Trustee, a Person (including without limitation any other creditor
of or claimant  against the Company or a Guarantor,  or any  shareholder  of any
thereof)  shall not have any rights under,  or because of the existence of, this
Standstill Agreement.

     SECTION 14. ENTIRE AGREEMENT.  This Standstill  Agreement and the Indenture
Documents  constitutes  the entire and final  agreement among the parties hereto
with  respect to the subject  matter  hereof and there are no other  agreements,
understandings,  undertakings,  representations  or warranties among the parties
hereto with respect to the subject matter hereof except as set forth herein.

     SECTION 15. AMENDMENTS;  EXTENSIONS. The terms of this Standstill Agreement
may be  modified,  amended or waived  only in  writing,  executed by each of the
Signing Holders,  Trustee,  Company and Guarantors.  It is understood and agreed
that the  Signing  Holders  and  Trustee  are not and  shall  not be  under  any
obligation,  express or implied,  to consent to any  modification  or  amendment
hereof or to any extension of the Forbearance Period.

     SECTION  16.  REMEDIES.  No failure on the part of a Signing  Holder or the
Trustee to  exercise,  and no course of dealing with respect to, and no delay in
exercising,  any  right,  power  or  remedy  hereunder  or under  the  Indenture
Documents  shall  operate as a waiver  thereof;  nor shall any single or partial
exercise  by the  Trustee or any  Signing  Holder of any right,  power or remedy
hereunder  or under  the  Indenture  Documents  preclude  any  other or  further
exercise thereof or the exercise of any other right, power or remedy.

     SECTION  17.  VOLUNTARY  AGREEMENT.  Each  the  Company  and  each  of  the
Guarantors  represents  and warrants that it is  represented by legal counsel of
its choice,  is fully aware of the terms contained in this Standstill  Agreement
and has voluntarily and without coercion or duress of any kind entered into this
Standstill  Agreement,  and the  documents  and  agreements  executed  and to be
executed in connection with this Standstill Agreement.

     SECTION 18. HEADINGS,  ETC.  "Section" or other headings  contained in this
Standstill  Agreement are for  reference  purposes only and shall not in any way
affect the meaning or interpretation of this Standstill Agreement.

     SECTION 19. NOTICES. Any documents,  reports, notices, consents or requests
that are required or may be given hereunder shall be given to the parties at the
addresses and in the manner provided in the Indenture.

                                       -6-
<PAGE>
     SECTION 20. FURTHER ASSURANCES. Each the Company and each of the Guarantors
shall execute all additional documents and do all acts not specifically referred
to herein  which are  reasonably  necessary  to fully  effect the intent of this
Standstill Agreement.

     SECTION  21.  TIME OF  ESSENCE.  Time is  strictly  of the  essence of this
Standstill  Agreement  and  full and  complete  performance  of each  and  every
provision hereof.

     SECTION 22. SUCCESSORS AND ASSIGNS. This Standstill  Agreement,  including,
without limitation, the representations,  warranties,  covenants and obligations
contained  herein (i) shall  inure to the benefit of and be  enforceable  by the
parties hereto and their respective  successors and permitted assigns,  and (ii)
shall be binding  upon and  enforceable  against  the  parties  hereto and their
respective successors and assigns.

     SECTION 23.  SEVERABILITY.  Any provision of this Standstill Agreement that
is determined to be invalid or unenforceable  in any  jurisdiction  shall, as to
such  jurisdiction,   be  ineffective  to  the  extent  of  such  invalidity  or
unenforceability  without  rendering  invalid  or  unenforceable  the  remaining
provisions   of  this   Standstill   Agreement  or  affecting  the  validity  or
enforceability  of any  provisions  of this  Standstill  Agreement  in any other
jurisdiction.

     SECTION 24. COUNTERPARTS.  This Standstill Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same  instrument,  and any of the  parties  hereto may execute  this  Standstill
Agreement by signing any such counterpart.




              [THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]

                                       -7-
<PAGE>
     IN WITNESS WHEREOF,  the undersigned have caused this Standstill  Agreement
to be duly executed as of the day and year first above written.

                                        COMPANY

                                        EMPLOYEE SOLUTIONS, INC.


                                        By: /s/ KEVIN M. DUDDLESTEN
                                            ------------------------------------
                                            Name: Kevin M. Duddlesten
                                            Title: Corporate Secretary


                                        GUARANTORS

                                        E.R.C. OF INDIANA, INC.


                                        By: /s/ KEVIN M. DUDDLESTEN
                                            ------------------------------------
                                            Name: Kevin M. Duddlesten
                                            Title: Corporate Secretary


                                        EMPLOYEE RESOURCES CORPORATION


                                        By: /s/ KEVIN M. DUDDLESTEN
                                            ------------------------------------
                                            Name: Kevin M. Duddlesten
                                            Title: Corporate Secretary


                                        EMPLOYEE SOLUTIONS - EAST, INC.


                                        By: /s/ KEVIN M. DUDDLESTEN
                                            ------------------------------------
                                            Name: Kevin M. Duddlesten
                                            Title: Corporate Secretary


                                        EMPLOYEE SOLUTIONS - MIDWEST, INC.


                                        By: /s/ KEVIN M. DUDDLESTEN
                                            ------------------------------------
                                            Name: Kevin M. Duddlesten
                                            Title: Corporate Secretary

                                       -8-
<PAGE>
                                        EMPLOYEE SOLUTIONS - OHIO, INC.


                                        By: /s/ KEVIN M. DUDDLESTEN
                                            ------------------------------------
                                            Name: Kevin M. Duddlesten
                                            Title: Corporate Secretary


                                        EMPLOYEE SOLUTIONS OF ALABAMA, INC.


                                        By: /s/ KEVIN M. DUDDLESTEN
                                            ------------------------------------
                                            Name: Kevin M. Duddlesten
                                            Title: Corporate Secretary


                                        EMPLOYEE SOLUTIONS OF CALIFORNIA, INC.


                                        By: /s/ KEVIN M. DUDDLESTEN
                                            ------------------------------------
                                            Name: Kevin M. Duddlesten
                                            Title: Corporate Secretary


                                        EMPLOYEE SOLUTIONS OF TEXAS, INC.


                                        By: /s/ KEVIN M. DUDDLESTEN
                                            ------------------------------------
                                            Name: Kevin M. Duddlesten
                                            Title: Corporate Secretary


                                        EMPLOYEE SOLUTIONS - NORTH AMERICA, INC.


                                        By: /s/ KEVIN M. DUDDLESTEN
                                            ------------------------------------
                                            Name: Kevin M. Duddlesten
                                            Title: Corporate Secretary


                                        EMPLOYEE SOLUTIONS - SOUTHEAST, INC.


                                        By: /s/ KEVIN M. DUDDLESTEN
                                            ------------------------------------
                                            Name: Kevin M. Duddlesten
                                            Title: Corporate Secretary

                                       -9-
<PAGE>
                                        ERC OF MINN INC.


                                        By: /s/ KEVIN M. DUDDLESTEN
                                            ------------------------------------
                                            Name: Kevin M. Duddlesten
                                            Title: Corporate Secretary


                                        ERC OF OHIO, INC.


                                        By: /s/ KEVIN M. DUDDLESTEN
                                            ------------------------------------
                                            Name: Kevin M. Duddlesten
                                            Title: Corporate Secretary


                                        ESI-NEVADA HOLDING COMPANY, INC.


                                        By: /s/ KEVIN M. DUDDLESTEN
                                            ------------------------------------
                                            Name: Kevin M. Duddlesten
                                            Title: Corporate Secretary


                                        ESI AMERICA, INC.


                                        By: /s/ KEVIN M. DUDDLESTEN
                                            ------------------------------------
                                            Name: Kevin M. Duddlesten
                                            Title: Corporate Secretary


                                        ESI RISK MANAGEMENT AGENCY, INC.


                                        By: /s/ KEVIN M. DUDDLESTEN
                                            ------------------------------------
                                            Name: Kevin M. Duddlesten
                                            Title: Corporate Secretary


                                        ESI MIDWEST, INC.


                                        By: /s/ KEVIN M. DUDDLESTEN
                                            ------------------------------------
                                            Name: Kevin M. Duddlesten
                                            Title: Corporate Secretary

                                      -10-
<PAGE>
                                        ESI-NEW YORK, INC.


                                        By: /s/ KEVIN M. DUDDLESTEN
                                            ------------------------------------
                                            Name: Kevin M. Duddlesten
                                            Title: Corporate Secretary


                                        FIDELITY RESOURCES CORPORATION


                                        By: /s/ KEVIN M. DUDDLESTEN
                                            ------------------------------------
                                            Name: Kevin M. Duddlesten
                                            Title: Corporate Secretary


                                        LOGISTICS PERSONNEL CORP.


                                        By: /s/ KEVIN M. DUDDLESTEN
                                            ------------------------------------
                                            Name: Kevin M. Duddlesten
                                            Title: Corporate Secretary


                                        PHOENIX CAPITAL MANAGEMENT, INC.


                                        By: /s/ KEVIN M. DUDDLESTEN
                                            ------------------------------------
                                            Name: Kevin M. Duddlesten
                                            Title: Corporate Secretary


                                        SIGNING HOLDERS

                                        ALLIANCE CAPITAL MANAGEMENT, L.P.,
                                        as investment advisor


                                        By: /s/ KATALIN E. KUTASI
                                            ------------------------------------
                                            Name: Katalin E. Kutasi
                                            Title: Senior Vice President

                                      -11-
<PAGE>
                                        THE DREYFUS CORPORATION


                                        By: /s/ JOHN V. KOERBER
                                            ------------------------------------
                                            Name: John V. Koerber
                                            Title:


                                        ML CLO XII PILGRIM AMERICA (CAYMAN)
                                        LTD., by Pilgrim Investments, Inc.,


                                        By: /s/ KEVEN G. MATHEWS
                                            ------------------------------------
                                            Name: Keven G. Mathews
                                            Title: S.V.P./SPM


                                        ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.,
                                        by Pilgrim Investments, Inc.,


                                        By: /s/ KEVEN G. MATHEWS
                                            ------------------------------------
                                            Name: Keven G. Mathews
                                            Title: S.V.P./SPM


                                        SALOMON BROTHERS ASSET MANAGEMENT,
                                        as Investment Advisor


                                        By: /s/ FRANK LEE
                                            ------------------------------------
                                            Name: Frank Lee
                                            Title: Director

                                      -12-
<PAGE>
                                        THE TRUSTEE

                                        THE HUNTINGTON NATIONAL BANK, as Trustee


                                        By: /s/ CANDADA J. MOORE
                                            ------------------------------------
                                            Name: Candada J. Moore
                                            Title: Vice President

                                      -13-
</TEXT>
</DOCUMENT>
