REMEDYTEMP INC
EXHIBIT 10.47
<DOCUMENT>
<TYPE>EX-10.47
<SEQUENCE>2
<FILENAME>a17051exv10w47.txt
<DESCRIPTION>EXHIBIT 10.47
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.47

                               FRANCHISE AGREEMENT

                                 BY AND BETWEEN

                        REMEDY INTELLIGENT STAFFING, INC.

                                       AND

                                 --------------

                                      DATED

                               __________ __, 20__

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                  PAGE
<S>                                                                               <C>
1.  DEFINITIONS.                                                                     1

2.  GRANT OF FRANCHISE.                                                              7

3.  TERRITORIAL RIGHTS.                                                              7

4.  TERM AND RENEWAL.                                                               10

5.  FEES.                                                                           11

6.  COMMENCEMENT AS A REMEDY FRANCHISEE.                                            16

7.  TRAINING.                                                                       16

8.  EMPLOYMENT, BILLING, COLLECTION AND PAYMENT OF TEMPORARY EMPLOYEE EXPENSES.     17

9.  ADDITIONAL SERVICES TO BE PROVIDED BY FRANCHISOR.                               19

10. MARKS.                                                                          20

11. RELATIONS.                                                                      22

12. INDEMNIFICATION.                                                                23

13. CONFIDENTIAL INFORMATION.                                                       24

14. MINIMUM PERFORMANCE STANDARDS AND OFFICE DEVELOPMENT REQUIREMENTS.              26

15. IMAGE AND OPERATING STANDARDS.                                                  27

16. INSURANCE.                                                                      29

17. STRATEGIC NATIONAL ACCOUNT CUSTOMERS.                                           30

18. ADVERTISING AND BRAND DEVELOPMENT.                                              31

19. ACCOUNTING, REPORTS, FINANCIAL STATEMENTS.                                      34

20. PERIODIC REVIEWS, INSPECTIONS AND AUDITS.                                       35

21. COMPUTERIZED MANAGEMENT AND OPERATIONAL SYSTEM.                                 36

22. TRANSFER.                                                                       37
</TABLE>

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<TABLE>
<S>                                                                                 <C>
23. TERMINATION.                                                                    41

24. RIGHTS AND OBLIGATIONS AFTER TERMINATION OR EXPIRATION.                         44

25. ENFORCEMENT.                                                                    45

26. NOTICES AND PAYMENTS.                                                           49

27. ACKNOWLEDGMENTS.                                                                50
</TABLE>

EXHIBIT "A" FRANCHISE LOCATIONS

EXHIBIT "B" TERRITORY

EXHIBIT "C" MINIMUM PERFORMANCE STANDARDS

EXHIBIT "D" OFFICE DEVELOPMENT REQUIREMENTS SCHEDULE

EXHIBIT "E" GUARANTY, INDEMNIFICATION AND ACKNOWLEDGMENTS

EXHIBIT "F" SOFTWARE LICENSE AGREEMENT

EXHIBIT "G" GROSS MARGIN SCHEDULE

                                       ii

<PAGE>

                        REMEDY INTELLIGENT STAFFING, INC.

                               FRANCHISE AGREEMENT

      This Franchise Agreement (this "AGREEMENT"), is made effective as of
_____________, 200__, ("EFFECTIVE DATE"), through ________, 20__, by and between
Remedy Intelligent Staffing, Inc., a California corporation and wholly-owned
subsidiary of RemedyTemp, Inc., having its principal place of business at 101
Enterprise, Aliso Viejo, California 92656 ("FRANCHISOR"), and
______________________________________________________________________
_____________________________________, (residing at / having its principal place
of business at) __________________________________ ("FRANCHISEE") with reference
to the following facts:

                                    RECITALS

      WHEREAS, Franchisor owns a unique format and system relating to the
establishment and operation of personnel and employment staffing and placement
businesses utilizing the Marks (hereinafter defined) (the "System");

      WHEREAS, Franchisor identifies the System by means of the Marks, and
Franchisor, through its advertising and marketing programs, its high-quality
service, and the System, has established a national reputation and a demand for
the personnel and employment-related services it makes available to business and
industry under the Marks;

      WHEREAS, Franchisee desires to obtain the benefits of the System and the
right to operate a Franchised Business (hereinafter defined) using the Marks
designated by Franchisor, upon the terms and conditions herein set out; and

      WHEREAS, Franchisee understands and acknowledges the importance of
Franchisor's high standards of quality and service and the necessity of
operating the Franchised Business in conformity with Franchisor's standards and
specifications.

      NOW, THEREFORE, Franchisor and Franchisee agree as follows:

                                 1. DEFINITIONS.

      Terms used in this Agreement and not otherwise defined herein shall have
the meanings set forth below:

      "ACCOUNTING PERIOD" means Franchisor's monthly accounting period, which
currently generally varies from twenty-eight (28) to thirty-five (35) days (but
may be as long as forty-two (42) days), except that the first Accounting Period
under this Agreement shall be the portion of Franchisor's monthly accounting
period which commences on the Effective Date, and the last Accounting Period
shall be the portion of Franchisor's monthly accounting period which ends with
the term of this Agreement.

<PAGE>

      "ADJUSTED GROSS MARGIN DOLLARS" means Gross Temporary Employment Billings
minus all Temporary Employee Expenses attributable to Temporary Employees for a
given time period.

      "AFFILIATE" means any company directly or indirectly owned or controlled
by or under common control with Franchisor.

      "APPROPRIATE FRANCHISEE" means, with respect to any customer, the
franchisee operating a Remedy franchised business within whose protected
geographic area that customer's business is situated.

      "CALCULATION YEAR" means, for the first Calculation Year, the twelve (12)
fiscal month period beginning on the first day of the first fiscal month in
which Franchisee commences operations of the Franchised Business, and, for
subsequent Calculation Years, each consecutive twelve (12) month period
thereafter during the term of this Agreement.

      "COMPUTER SYSTEM" means (a) the computer hardware required by Franchisor
for the operation of the Franchised Business and use of the Software, (b) data,
audio, video, and voice storage, retrieval, and transmission systems for use at
the Franchised Business; (c) printers and other peripheral devices; and (d)
archival back-up systems.

      "CONFIDENTIAL INFORMATION" means all customer and associate lists, sales
and promotional information, employee lists, financial information furnished or
disclosed to Franchisee by Franchisor, certain software and data contained
therein, the Remedy Operating Manual, Websites, and all other information that
Franchisor deems to be confidential or proprietary with respect to Franchisor,
the System, or customers of Franchisor (i) of which Franchisee becomes aware as
a result of its franchise relationship with Franchisor, (ii) which has actual or
potential economic value to Franchisor from it not being generally known to
other persons who could obtain economic value from its disclosure or use, and
(iii) which is the subject of reasonable efforts by Franchisor to maintain its
secrecy or confidentiality, whether assembled and compiled by Franchisee or
produced and provided by Franchisor, and the physical embodiments of such
information, all of which are the confidential and proprietary information of
Franchisor.

      "COVERED BUSINESS" means Temporary Employment services or Direct-Hire
Employment services or similar businesses.

      "DIRECT-HIRE BILLINGS" means for a given time period the amounts received,
directly or indirectly, from or in connection with all Direct-Hire Employment
services, consultation, assistance or sales provided from, through, or
attributable to the Franchised Business regardless of where or to whom provided,
including bona fide refunds and adjustments.

      "DIRECT-HIRE EMPLOYEE" means an individual placed into a Direct-Hire
Employment position by the Franchised Business.

                                       2

<PAGE>

      "DIRECT-HIRE EMPLOYMENT" means placement of an individual for employment
directly with a company or firm during which time such individual is not an
employee of Franchisor or Franchisee.

      "FRANCHISED BUSINESS" means the business franchised under, and conducted
in accordance with, this Agreement.

      "FRANCHISEE'S SHARE" means an amount of money determined in accordance
with Section 5.2. Franchisee's Share shall be calculated during each Accounting
Period beginning with the Accounting Period in which Franchisee commences
operations of the Franchised Business.

      "FRANCHISEE'S SPLIT" means a percentage of Adjusted Gross Margin Dollars
and Subcontractor Profit determined in the Gross Margin Schedule used to
calculate Franchisee's Share (before any of the deductions set forth in Section
5.2 hereof).

      "FRANCHISOR'S SHARE" shall be an amount of money, paid to Franchisor,
equal to the sum of (i) Franchisor's Split of the Adjusted Gross Margin Dollars,
determined according to the Gross Margin Schedule set forth in Section 5.6, (ii)
ten percent (10%) of Direct-Hire Billings during an Accounting Period, (iii)
Franchisor's Split of Subcontractor Profit during an Accounting Period, and (iv)
ten percent (10%) of Temporary-to-Hire Conversion Fees during an Accounting
Period.

      "FRANCHISOR'S SPLIT" means a percentage of Adjusted Gross Margin Dollars
and Subcontractor Profit as set forth in the Gross Margin Schedule used to
calculate Franchisor's Share.

      "GENERAL APPROVED SERVICES" means the services indicated below, by
checking the appropriate box [ONLY ONE BOX SHOULD BE CHECKED], that Franchisee
is approved to offer to customers from the Franchised Business under the Marks
in accordance with the terms of this Agreement:

      [ ]   General Clerical Employment Services

      [ ]   General Light Industrial Employment Services

      [ ]   Both General Clerical Employment Services and General Light
            Industrial Employment Services

      "GENERAL CLERICAL EMPLOYMENT SERVICES" means general clerical and
administrative Temporary Employment services, including such services as
Franchisor shall from time to time designate in the Remedy Operating Manual, or
otherwise in writing, as General Clerical Employment Services.

      "GENERAL LIGHT INDUSTRIAL EMPLOYMENT SERVICES" means general light
industrial and logistics Temporary Employment services, including such services
as Franchisor shall from time

                                       3

<PAGE>

to time designate in the Remedy Operating Manual, or otherwise in writing, as
General Light Industrial Employment Services.

      "GROSS TEMPORARY EMPLOYMENT BILLINGS" means the total amount of Gross
Billings received or receivable from the placement of Temporary Employees with
customers through the Franchised Business, including bona fide refunds and
adjustments, during a particular time period.

      "GROSS BILLINGS" means gross amounts received or receivable, directly or
indirectly, from or in connection with all services, consultation, assistance or
sales provided from, or through or attributable to the Franchised Business
regardless of where or to whom provided, including, without limitation, services
of Temporary Employees and Direct-Hire Employees, including bona fide refunds
and adjustments.

      "GROSS MARGIN FLOOR" means a Gross Margin Percentage of twenty-one percent
(21%).

      "GROSS MARGIN PERCENTAGE" means the percentage obtained by dividing
Adjusted Gross Margin Dollars for a given time period by Gross Temporary
Employment Billings for that period. For example, if Adjusted Gross Margin
Dollars for a given time period are $250,000 and Gross Temporary Employment
Billings for that time period are $1,000,000, then the Gross Margin Percentage
is 25%.

      "GROSS MARGIN SCHEDULE" means the schedule of Gross Margin Tiers, dollar
amounts, and Franchisor's Split and Franchisee's Split as set forth in Exhibit G
hereto.

      "INITIAL FRANCHISE FEE" means a franchise fee of Twenty-Five Thousand
Dollars ($25,000.00) for each Territory. If this Agreement is Franchisee's
second or subsequent franchise agreement, the amount of the franchise fee shall
be Ten Thousand Dollars ($10,000.00).

      "INITIAL TERM" means a fifteen (15) year period beginning on the Effective
Date, as further described in Section 4.1.

      "LOCATION" means the office or location within the Territory (hereinafter
defined) from which the Franchised Business shall be conducted. The Location
shall be either (i) at the address set forth in Exhibit A attached hereto and
incorporated herein by this reference, or (ii) at an address approved by
Franchisor pursuant to Section 3.1. Franchisee may request, and Franchisor may
approve, additional Location(s) for the operation of the Franchised Business
within the Territory, and in such circumstances Exhibit A shall be amended to
include the address(es) of such additional Location(s).

      "MANAGER" means the person primarily responsible to coordinate and manage
the Franchised Business for Franchisee and who will devote full time to the
coordination and management thereof.

                                       4

<PAGE>

      "MARKS" means such trademarks, service marks, trade names, logotypes, or
other commercial symbols, including but not limited to the marks "REMEDY" and
"REMEDY INTELLIGENT STAFFING", and such other trademarks, service marks, trade
names, logotypes, or other commercial symbols as are now designated (and may
hereinafter be designated by Franchisor in writing) for use in connection with,
and in identifying, the System. Franchisee acknowledges that the Marks do not
include the trademarks, service marks, trade names, logotypes, or other
commercial symbols used in connection with Non-Mark Businesses.

      "MINIMUM PERFORMANCE STANDARDS" means the minimum required amount of
Adjusted Gross Margin Dollars specified in Exhibit C attached hereto and
incorporated herein by this reference.

      "NATIONAL BUSINESS CONFERENCE" means a meeting of Franchisor's franchisees
to be held from time to time at Franchisor's discretion.

      "NON-MARK BUSINESSES" means Temporary Employment and Direct-Hire
Employment service businesses, or any other business, that are not operated
using the Marks, and that operate under other trademarks, service marks, trade
names, logotypes, or commercial symbols including, but not limited to the mark,
"RemX".

      "PROTECTED CUSTOMER" means a customer situated within the geographic area
that has been granted to another franchisee of Franchisor under a franchise
agreement with Franchisor for all business other than Direct-Hire Employment
services.

      "REMEDY OPERATING MANUAL" means the Franchisor's confidential operations
manual containing the Confidential Information, specifications, standards and
procedures, as amended from time to time by Franchisor, by which the Franchisee
shall conduct the Franchised Business. Franchisor shall have the right to
provide the Remedy Operating Manual, including Franchisor's confidential
automated library, procedural help system as well as any hardcopy operating
manuals, in any format it chooses (including, but not limited to, hard copy, CD,
or online).

      "RENEWAL AGREEMENT" means a franchise agreement between Franchisor and
Franchisee for the Franchised Business, commencing immediately following the
expiration of the Initial Term of this Agreement subject to the terms of Section
4, the term of which shall be ten (10) years.

      "SOFTWARE" means such computer software designated from time to time by
Franchisor for use in connection with the Franchised Business.

      "SPECIAL SERVICES" means such Temporary Employment services, which may be
some (but not all) of the services encompassed within, or services in addition
to, General Clerical Employment Services or General Light Industrial Employment
Services.

      "STRATEGIC NATIONAL ACCOUNT CUSTOMERS" means any customer designated as
such by Franchisor, based upon Franchisor's sole determination that, because
such customer conducts its business at multiple locations and is deemed of
strategic importance by Franchisor, the account,

                                       5

<PAGE>

services and pricing of such customer shall be negotiated and secured either (i)
by Franchisor or (ii) with Franchisor's assistance, approval and oversight.

      "SUBCONTRACTOR PROFIT" means all amounts billed for a given time period to
a customer for services provided to the customer by subcontractors, minus the
amounts paid to subcontractors for the provision of Temporary Employee services
to such customer through the Franchised Business.

      "TECHNOLOGY FEE" means a monthly fee paid to Franchisor each Accounting
Period in the amount of Three Hundred Dollars ($300) for the first Location of
the Franchised Business, and One Hundred Fifty Dollars ($150) for each
additional Location of the Franchised Business.

      "TEMPORARY EMPLOYEE" means an employee placed into a Temporary Employment
position by the Franchised Business.

      "TEMPORARY EMPLOYEE EXPENSES" means all wages, payroll taxes, workers'
compensation insurance premiums or accruals, expenses and related charges,
longevity pay, sick pay, holiday pay, state employment charges, accruals and
taxes, any additional expenses pursuant to contractual agreements with clients
and, to the extent maintained by Franchisor, all insurance charges, including,
without limitation, liability insurance, policy premiums, policy deductibles for
covered losses or claim costs and expenses for any losses not covered by an
insurance policy attributable to Temporary Employees furnished by the Franchised
Business during the term of this Agreement, and any other costs and expenses
attributable to Temporary Employees.

      "TEMPORARY EMPLOYMENT" means employment with a company or firm other than
for a Direct-Hire Employment position, during which time such employee remains
the employee of Franchisor.

      "TEMPORARY-TO-HIRE CONVERSION FEES" means for a given time period the
amounts received, directly or indirectly, in connection with the conversion of
employees from Temporary Employment positions to Direct-Hire Employment
positions with the same customer through the Franchised Business, including bona
fide refunds and adjustments.

      "TERRITORY" means the protected geographic area, described or identified
in Exhibit B to this Agreement and incorporated herein by this reference, within
which the license granted under this Agreement is exclusive to the Franchisee.

      "TERRORISM LAWS" means Executive Order 13224 issued by the President of
the United States, the Terrorism Sanctions Regulations (Title 31, Part 595 of
the U.S. Code of Federal Regulations), the Foreign Terrorist Organizations
Sanctions Regulations (Title 31, Part 597 of the U.S. Code of Federal
Regulations), the Cuban Assets Control Regulations (Title 31, Part 515 of the
U.S. Code of Federal Regulations), the USA PATRIOT Act, and all other present
and future federal, state and local laws, ordinances, regulations, policies,
lists and any other requirements of any governmental authority (including,
without limitation, the United States

                                       6

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Department of Treasury Office of Foreign Assets Control) addressing or in any
way relating to terrorist acts and acts of war.

      "UNCOLLECTIBLE AMOUNTS" means all gross amounts receivable by Franchisor
and due from a customer of the Franchised Business, which amounts remain
uncollected for a period of one hundred twenty (120) days or more, or such other
period of time as Franchisor may specify in the Remedy Operating Manual.

      "WEBSITE" means a group of related documents that can be accessed through
a common internet address.

                             2. GRANT OF FRANCHISE.

      Franchisor hereby grants to Franchisee the right, and Franchisee hereby
accepts the obligation, to establish and operate a Franchised Business according
to the terms and conditions in this Agreement, and to use, solely in connection
therewith, the Marks and the System, as they may be changed, improved, and
further developed from time to time.

                             3. TERRITORIAL RIGHTS.

      3.1. LOCATION. Franchisee shall conduct the Franchised Business from the
Location. If, as of the Effective Date, the Location has not yet been selected,
Franchisee shall select the Location, subject to Franchisor's written approval.
If the Location is leased to the Franchisee, such lease must be fully assignable
to Franchisor, at Franchisor's option, upon termination or expiration of this
Agreement, and Franchisee shall provide copies of the executed lease to
Franchisor. Franchisee shall commence operations at and from the Location within
ninety (90) days after the date of this Agreement.

      3.2. TERRITORY. During the term of this Agreement, Franchisee shall have
the right to provide General Approved Services within the Territory under the
Marks and System. During the term of this Agreement Franchisor shall not: (a)
establish, nor license any other person to establish, another Remedy franchise
or license from a location within the Territory providing all General Approved
Services (although certain General Clerical Employment Services and General
Light Industrial Employment Services may be provided); (b) conduct, or license
any other person to conduct, all General Approved Services (although certain
General Clerical Employment Services and General Light Industrial Employment
Services may be provided) within the Territory under any marks or system,
including the Marks and System; or (c) conduct, or license any other person to
conduct, Special Services under the Marks; in each case except as otherwise
provided in this Agreement.

      3.3. RESTRICTIONS.

            3.3.1. TEMPORARY EMPLOYEES. Franchisee's license under this
Agreement with respect to Temporary Employees is limited to providing only
General Approved Services (and, if approved, Special Services) within the
Territory. Franchisee may, upon receiving prior written approval from
Franchisor, provide General Approved Services (and, if approved, Special

                                       7

<PAGE>

Services) for Temporary Employees outside the Territory, subject to the
provisions of Sections 3.3.2 and 3.3.3 below. Franchisee shall not provide
Temporary Employment services to any customer located in a geographic area
granted to another franchisee of Franchisor.

            3.3.2. PROTECTED CUSTOMERS. If Franchisee provides Temporary
Employment services to a customer located outside the Territory, but in a
geographic area which subsequently becomes a geographic area granted to another
franchisee of Franchisor, such customer shall become a Protected Customer of the
other franchisee. If Franchisee sells Temporary Employment services to a
Protected Customer, upon being notified thereof, Franchisee shall immediately
relinquish all sales and service rights associated with such Protected Customer
to the Appropriate Franchisee for such Protected Customer in the manner provided
in Section 3.3.3 below.

            3.3.3. PROTECTED CUSTOMER RELINQUISHMENT PROCEDURES. In the event
Franchisee is notified that it is providing Temporary Employment services to a
Protected Customer, Franchisee shall:

                  (i)   Coordinate the replacement of temporary employees by the
                        Appropriate Franchisee for those placed with the
                        Protected Customer by Franchisee in such a manner as to
                        minimize the impact of the replacement on the Protected
                        Customer; and

                  (ii)  Within ten (10) days of notification, and prior to the
                        replacement, (a) notify the Protected Customer that
                        further requests for Remedy temporary staffing services
                        should be directed to the Appropriate Franchisee and (b)
                        provide the Protected Customer with a schedule for
                        replacement of temporary employees.

            3.3.4. DIRECT-HIRE EMPLOYMENT. Franchisee may offer and sell
Direct-Hire Employment services to customers with physical locations within the
Territory, or upon receipt of Franchisor's prior written consent, outside the
Territory. Franchisee may not, however, provide to any customer located in the
geographic territory of another franchisee of Franchisor, a Direct-Hire Employee
who is already employed within such geographic area as a Temporary Employee of
such other franchisee.

            3.3.5. ADVERTISING AND PROMOTIONAL MATERIALS. In addition to the
provisions of Section 18 in this Agreement regarding advertising and promotional
materials, Franchisor and Franchisee agree, with respect to the placement of
advertising and promotional materials:

                  (i)   By Franchisor. All advertising and promotional materials
                        created, placed, and/or distributed by Franchisor may
                        appear in media distributed in, or may be directed to
                        customers and associates and prospective customers and
                        associates located within, the Territory, including on
                        Franchisor's website or any related website.

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                  (ii)  By Franchisee. All advertising and promotional materials
                        created, placed, and/or distributed in connection with
                        the Franchised Business shall be directed primarily
                        toward customers and associates or prospective customers
                        and associates located within the Territory, but may not
                        be placed and/or distributed to geographic areas outside
                        the Territory that have been granted to another
                        franchisee of Franchisor, or that are serviced by a
                        Franchisor-owned office offering Temporary Employment or
                        Direct-Hire Employment services.

      3.4. RESERVED RIGHTS. Franchisor reserves all rights not expressly granted
to Franchisee hereunder. Without limiting the generality of the foregoing,
Franchisor reserves the right, without geographic or other limitation, to:

            (i)   Own and operate, and license others to own and operate, any
                  businesses outside the Territory, including Temporary
                  Employment and Direct-Hire Employment service businesses,
                  under any marks and systems, including the Marks and System;

            (ii)  Own and operate, and license others to own and operate,
                  businesses under other marks and other systems (including
                  Non-Mark Businesses and Special Services not under the Marks)
                  providing Temporary Employment and Direct-Hire Employment
                  services, which may be located within or outside the Territory
                  notwithstanding such businesses' proximity to the Location or
                  their actual or threatened impact on sales from the Franchised
                  Business; provided, however, that except as provided in
                  Section 3.4 (iv), Franchisor shall not provide all General
                  Approved Services within the Territory under any marks
                  (although certain General Clerical Employment Services and
                  General Light Industrial Employment Services may be provided);

            (iii) Offer and sell, and license others to offer and sell,
                  Direct-Hire Employment services to customers located anywhere,
                  whether within or outside the Territory, under any marks and
                  systems, including the Marks and System;

            (iv)  after an acquisition or merger by Franchisor or its Affiliate
                  of or with another business or entity, or after Franchisor or
                  its Affiliate is acquired by or merged or consolidated with
                  another entity, operate any business of any kind, whether
                  located within or outside the Territory, including businesses
                  offering and selling all General Approved Services under other
                  marks, notwithstanding the proximity of any such businesses to
                  any Location operated by Franchisee; provided, that neither
                  Franchisor nor any successor shall conduct all General
                  Approved Services in the Territory under the Marks (although
                  certain General Clerical Employment Services and General Light
                  Industrial Employment Services may be provided);

                                       9

<PAGE>

            (v)   Provide billing, collecting, payroll, accounting services and
                  financing of receivables to other firms; and

            (vi)  Negotiate and enter into contracts with Strategic National
                  Account Customers to provide services offered by the
                  Franchised Business, as further described in Section 17.

      3.5. FRANCHISEE'S RIGHTS TO SPECIAL SERVICES. If Franchisor develops and
offers any Special Services under the Marks to be provided in the Territory,
Franchisor shall offer Franchisee the right to offer and provide such Special
Services from the Franchised Business. Franchisee acknowledges that, in order to
provide Special Services, Franchisor may impose upon Franchisee, among other
things, different financial, qualification, training, fee structure, and other
terms from those with respect to Franchisee's provision of General Clerical
Employment Services and General Light Industrial Employment Services. Franchisee
shall not offer any Special Services (or individual Special Services) unless and
until Franchisee has obtained Franchisor's prior written approval. If Franchisee
rejects or fails to accept Franchisor's offer to provide Special Services, then
Franchisee agrees that Franchisor may provide, or license others to provide,
Special Services within the Territory under the Marks or otherwise. The
provisions of this Section 3.5 shall not apply to Special Services under marks
other than the Marks, which Special Services Franchisor shall have the right to
offer, or to license others to offer, anywhere, including within the Territory.

                              4. TERM AND RENEWAL.

      4.1. INITIAL TERM. The Initial Term shall commence on the Effective Date
and, unless terminated sooner pursuant to the provisions of this Agreement,
shall expire on the fifteenth (15th ) anniversary of the Effective Date.

      4.2. RENEWAL TERMS - FRANCHISEE'S OPTION. Subject to the conditions of
this Section 4, so long as Franchisee has complied to Franchisor's satisfaction
with this Agreement throughout the Initial Term, and is in full compliance with
this Agreement when the Initial Term expires, Franchisee shall have the option
to enter into a Renewal Agreement. Franchisee's option to enter into a Renewal
Agreement shall be contingent upon: (a) Franchisee's execution of general
releases, in form satisfactory to Franchisor, of all claims against Franchisor
and its Affiliates and each of their respective successors, assigns, officers,
directors, employees and agents; (b) execution of personal guarantees and
acknowledgements of the obligations contained in this Agreement by shareholders
or equity owners of Franchisee, in form satisfactory to Franchisor; and (c)
Franchisee's compliance with and satisfactory completion of Franchisor's
then-current qualification and training requirements and standards for new
franchisees under the System. The terms of the Renewal Agreement, including,
without limitation, the financial terms and conditions which provide for the
compensation to both Franchisor and Franchisee, shall be the same as the terms
set forth in Franchisor's then-current form of franchise agreement for a new
Remedy franchise, except that, under the Renewal Agreement, (i) the provisions
applicable to further renewals shall not apply, (ii) no initial or renewal
franchise fee shall be charged the Franchisee, and (iii) the Territory shall
remain the same.

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      4.3. RENEWAL TERMS - PROCEDURES. Franchisee shall notify Franchisor in
writing of its desire to enter into a Renewal Agreement no earlier than three
hundred sixty (360) days and no later than two hundred seventy (270) days prior
to the expiration of the Initial Term. Time is of the essence. Franchisee's
failure to provide such written notice within the specified time limitations
shall constitute Franchisee's election not to enter into a Renewal Agreement.

            4.3.1. FRANCHISOR'S RESPONSIBILITIES. Upon receipt of Franchisee's
notice, Franchisor shall determine whether Franchisee has complied and is in
compliance with this Agreement, and all other agreements between Franchisee and
Franchisor and its Affiliates, to Franchisor's satisfaction. If so, Franchisor
shall then deliver to Franchisee (a) a Renewal Agreement (which may consist of a
standard franchise agreement, together with a renewal addendum); (b) general
release forms; (c) personal guarantee and acknowledgement forms; and (d) any
ancillary agreements and documents then customarily used by Franchisor in
granting Remedy franchises of the same or similar type granted by this
Agreement.

            4.3.2. FRANCHISEE'S RESPONSIBILITIES. Franchisee shall execute or
have executed the agreements, releases, and guarantees and acknowledgements
described in Section 4.3.1 and deliver the executed documents to the Franchisor
within thirty (30) days of Franchisee's receipt thereof. Franchisee's failure to
execute and deliver the agreements, releases, and guarantees and
acknowledgements within such thirty (30) day period shall constitute
Franchisee's election not to enter into a Renewal Agreement.

      4.4. NO RENEWAL AGREEMENT. In the event that Franchisee does not enter
into a Renewal Agreement, Franchisee shall comply with all provisions of this
Agreement that apply upon expiration, including, without limitation, the
provisions of Sections 13.2 and 24 hereof.

                                    5. FEES.

      5.1. INITIAL FRANCHISE FEE. Upon execution of this Agreement, Franchisee
shall pay Franchisor the Initial Franchise Fee. Except as provided in Section
7.3 below, the Initial Franchise Fee shall be non-refundable in consideration of
administrative and other expenses incurred by Franchisor in granting this
franchise and for Franchisor's lost or deferred opportunity to franchise others.

      5.2. FRANCHISEE'S SHARE, UNCOLLECTIBLE AMOUNTS, AND COLLECTION EXPENSES.
Following the end of each Accounting Period, Franchisee's Share shall be the sum
of (i) Adjusted Gross Margin Dollars, (ii) Direct-Hire Billings, (iii)
Subcontractor Profit, and (iv) Temporary-to-Hire Conversion Fees less the
following amounts:

            (i)   The Franchisor's Share;

            (ii)  The Technology Fee;

            (iii) All Uncollectible Amounts (plus interest as provided in
                  Section 5.4 below) under the Credit Limit (as defined in
                  Section 8.2.2) on a pro-rata basis in

                                       11

<PAGE>

                  accordance with Franchisee's Split, and all Uncollectible
                  Amounts (plus interest as provided in Section 5.4 below) over
                  the Credit Limit in total;

            (iv)  Franchisee's share of all legal and other out-of-pocket
                  collection expenses incurred by Franchisor related to the
                  Franchised Business billings;

            (v)   the Brand Development Fund contribution as set forth in
                  Section 18 below; and

            (vi)  at Franchisor's discretion, any other amounts owed by
                  Franchisee to Franchisor or any of its Affiliates under this
                  Agreement or otherwise.

      The amounts described above are owed by Franchisee to Franchisor. To the
extent that any payments are received from a customer during the Accounting
Period on account of receivables previously deemed Uncollectible Amounts,
Franchisee's Share shall be increased accordingly, and such payments shall be
applied first to all Uncollectible Amounts for such customer up to and including
the Credit Limit, and then to all Uncollectible Amounts for such customer over
the Credit Limit.

      5.3. PAYMENT OF FRANCHISEE'S SHARE. As long as this Agreement remains in
effect and Franchisee is not in default hereunder, Franchisor will pay to
Franchisee Franchisee's Share within fifteen (15) days after the end of each
Accounting Period.

      5.4. LATE PAYMENTS. If any amount payable by Franchisee, or a customer
serviced by the Franchised Business, to Franchisor or any Affiliate of
Franchisor under this Agreement or otherwise is not paid within sixty (60) days
after due, Franchisor shall be entitled, in addition to the amount due, to
payment of an amount equal to the lesser of one and one-half percent (1.5%) per
month of the late payment from the date due until paid or the maximum rate
allowable under applicable law. This provision is neither an agreement by
Franchisor to accept any late payment nor a commitment by Franchisor to extend
credit or otherwise finance any aspect of the Franchised Business, and shall not
be construed as such.

      5.5. APPLICATION OF PAYMENTS. Franchisor shall have the right to apply any
payment(s) received from Franchisee to any amount(s) owed Franchisor or
Franchisor's Affiliates by Franchisee under this Agreement or otherwise
regardless of Franchisee's designation as to application of such payment(s).

      5.6. CALCULATION OF FRANCHISOR'S SHARE AND FRANCHISEE'S SHARE.
Franchisor's Share and Franchisee's Share shall be calculated in accordance with
the Gross Margin Schedule. The dollar amounts in the Gross Margin Schedule, the
amount of the Technology Fee, the $1,000 annual limit on additional software
system fees set forth in Section 5.8, and the amount of the Screening Software
fee set forth in Section 5.10 shall be adjusted annually, in January of each
calendar year of this Agreement, beginning in January 2007, based on the United
States ECI (employment cost index) published by the United States Department of
Labor, Bureau of Labor Statistics (All Industries, June 1989=100).

                                       12

<PAGE>

            5.6.1. DETERMINATION OF ADJUSTED GROSS MARGIN DOLLARS. The
Franchisor's Split and Franchisee's Split at the end of each Accounting Period
shall be determined according to the Gross Margin Schedule by applying the sum
of (1) the total Adjusted Gross Margin Dollars earned during that Accounting
Period; plus (2) the total Adjusted Gross Margin Dollars earned during all
previous Accounting Periods (if any) during the same Calculation Year (the
"CUMULATIVE GROSS MARGIN CALCULATION").

      The initial Franchisor's Split during Franchisee's first Calculation Year
will be forty percent (40%), and the initial Franchisee's Split during
Franchisee's first Calculation Year will be sixty percent (60%), until such time
that the Cumulative Gross Margin Calculation during such Calculation Year
warrants a change to a different tier ("TIER") of the Gross Margin Schedule
granting Franchisor and Franchisee a different split percentage of Adjusted
Gross Margin Dollars. Commencing in the first Accounting Period of Franchisee's
second Calculation Year, and in the first Accounting Period of each subsequent
Calculation Year, the Franchisor's Split and Franchisee's Split as of the end of
the prior Calculation Year shall be the percentages of Adjusted Gross Margin
Dollars used to begin each Calculation Year. Such percentage shall remain in
effect during a Calculation Year until such time that the Cumulative Gross
Margin Calculation during such Calculation Year warrants a change to a different
Tier of the Gross Margin Schedule. Franchisee's Share payments for an Accounting
Period will be cumulative for the Calculation Year, less any payments previously
made to Franchisee for such Calculation Year.

      EXAMPLE 1

      For example, assuming, immediately following the tenth Accounting Period
of a Calculation Year, Gross Temporary Employment Billings for the Calculation
Year are $5,000,000, Temporary Employee Expenses are $3,900,000 and previous
payments of Franchisee's Share for such Calculation Year equal $700,000. In this
example, Adjusted Gross Margin Dollars equal $1,100,000, and Gross Margin
Percentage equals 22%. The $1,100,000 amount falls in Tier 9 of the Gross Margin
Schedule, which provides that Franchisee's Split will be 68% of Adjusted Gross
Margin Dollars (or $748,000), and Franchisor's Split will be 32% of Adjusted
Gross Margin Dollars (for a Franchisor's Share of $352,000). The tenth
Accounting Period Payment to Franchisee for this Calculation Year would be
$748,000 less (i) any adjustments pursuant to Section 5.2 or otherwise (assume
$20,000 for this example) and (ii) $700,000 of previous payments of Franchisee's
Share for such Calculation Year, which equals a Franchisee's Share payment
during that Accounting Period of $28,000.

      Using the example above, if during the tenth Accounting Period, any
Direct-Hire Billings, Temporary-to-Hire Conversion Fees or Subcontractor Profit
from the Franchised Business were received, then Franchisor's Share would be
increased by ten percent (10%) of any such Direct-Hire Billings and
Temporary-to-Hire Conversion Fees, and by the applicable Franchisor's Split of
the Subcontract Profit. Therefore, if during the tenth Accounting Period
Direct-Hire Billings received were $25,000, and Subcontractor Profit received
was $15,000, then Franchisor's Share would be increased by $2,500 (10% of
$25,000) and $4,800 (32% of $15,000), for a total Franchisor's Share of
$359,300, and Franchisee's Share would be increased

                                       13

<PAGE>

by $22,500 (90% of $25,000) and $10,200 (or 68% of $15,000), for a total
Franchisee's Share of $60,700.

      5.6.2. FRANCHISEE SPLIT BONUS. If Franchisee's Gross Margin Percentage for
a Calculation Year reaches certain levels as set forth in the chart below,
Franchisee's Split shall be increased by the bonus percentage as set forth in
the chart. For example, if Franchisee's Adjusted Gross Margin Dollars are in
Tier 4 of the Gross Margin Schedule, entitling Franchisee to a Franchisee Split
of 63%, and if the Gross Margin Percentage is 27%, then Franchisee's Split shall
be increased according to the bonus chart below by 2%, for a total Franchisee
Split of 65%. Notwithstanding the foregoing, or anything herein to the contrary,
under no circumstances shall Franchisee's Split be greater than seventy percent
(70%).

<TABLE>
<CAPTION>
GROSS MARGIN
 PERCENTAGE             BONUS ON FRANCHISEE'S SPLIT
<S>                     <C>
    23%                             1%
    27%                             2%
    31%                             3%
</TABLE>

            5.6.3. GROSS MARGIN FLOOR. Notwithstanding anything herein to the
contrary (except with respect to Strategic National Accounts described in
Section 5.6.4 below), Franchisor's Share shall be calculated in the Gross Margin
Schedule using the actual Gross Margin Percentage, so long as the Gross Margin
Percentage is equal to or greater than the Gross Margin Floor. If the Gross
Margin Percentage is less than the Gross Margin Floor, then the Gross Margin
Floor shall be used for purposes of calculating Franchisor's Share, and
Franchisee's Share will be calculated by subtracting Franchisor's Share
(calculated using the Gross Margin Floor), and the amounts set forth in Section
5.2 above, from Adjusted Gross Margin Dollars.

      EXAMPLE 2

      For example, assuming Gross Billings for the Calculation Year are
$5,000,000 and Temporary Employee Expenses are $4,200,000, then Adjusted Gross
Margin Dollars equal $800,000, and Gross Margin Percentage equals 16% (i.e.,
less than the Gross Margin Floor of 21%). The $800,000 amount falls in Tier 6 of
the Gross Margin Schedule, which provides that Franchisor's Split will be 35% of
Adjusted Gross Margin Dollars, for a Franchisor's Share of $280,000. However,
because the Gross Margin Percentage is less than the Gross Margin Floor,
Franchisor's Share will be calculated using the Gross Margin Floor (21% of Gross
Billings of $5,000,000 or $1,050,000). Therefore, applying the Tier 6
Franchisor's Split of 35%, Franchisor's Share will be $367,500. Franchisee's
Share then will be calculated by deducting, among other things (as described in
Section 5.2), Franchisor's Share ($367,500) from the actual Adjusted Gross
Margin Dollars of $800,000. The amount to be paid to Franchisee shall be as
described in Section 5.6.1 above.

            5.6.4. STRATEGIC NATIONAL ACCOUNT CUSTOMERS. All Adjusted Gross
Margin Dollars attributable to Strategic National Account Customers will be
included in the determination of the applicable Tier of the Gross Margin
Schedule. For all Gross Billings

                                       14

<PAGE>

attributable to Strategic National Account Customers, if including such amounts
with respect to the Strategic National Account Customer would have the effect of
lowering Franchisee's cumulative Gross Margin Percentage, such amounts will not
be included in calculating Franchisee's Gross Margin Percentage. If including
such amounts would have the effect of raising Franchisee's cumulative Gross
Margin Percentage, or not changing Franchisee's cumulative Gross Margin
Percentage, then such amounts shall be included in calculating Franchisee's
Gross Margin Percentage.

      5.7. AGGREGATION OF ADJUSTED GROSS MARGIN DOLLARS OF OTHER BUSINESSES. The
cumulative amount of Adjusted Gross Margin Dollars for purposes of this Section
shall be the aggregate of such amounts for the Franchised Business and other
Remedy Temporary Employment services businesses owned by Franchisee, if any,
provided that, if Franchisee is a partnership, a corporation, or limited
liability company, all of the partners, shareholders, or members, as applicable,
of such other franchises must constitute all of the partners, shareholders, or
members of Franchisee under this Agreement.

      5.8. TECHNOLOGY FEE. Franchisee shall be required to pay the Technology
Fee to Franchisor each Accounting Period. The Technology Fee shall be used to
compensate Franchisor for providing the Software updates and support as further
described in Section 21.2 below. The Technology Fee shall be deducted from
Franchisee's Share in accordance with Section 5.2. In addition, if Franchisor
purchases or develops additional software systems for use in connection with the
Franchised Business, Franchisor may charge, and Franchisee shall be required to
pay, an additional fee for such systems; provided, however, that during the
Initial Term, additional fees for such systems shall be limited to a total of
One Thousand Dollars ($1,000) during each Calculation Year.

      5.9. ALLOCATION OF CERTAIN TEMPORARY EMPLOYEE EXPENSES. Franchisee
understands and agrees that Franchisor may (but shall not be obligated to)
maintain a blanket policy of workers' compensation insurance covering Temporary
Employees furnished by the Franchised Business, Temporary Employees furnished by
other Remedy Temporary Employment services businesses, and/or other Non-Mark
Businesses. Franchisor shall have the right to allocate to Franchisee a portion
of the premiums for such insurance in Franchisor's sole discretion, based on the
workers' compensation claims history of Temporary Employees furnished by the
Franchised Business during the term of this Agreement in relation to the
workers' compensation claims history of Temporary Employees furnished by other
Remedy Temporary Employment services businesses or other Non-Mark Businesses
covered by such blanket policy of insurance. Franchisor may similarly allocate
state unemployment insurance premiums in its sole discretion, based on
unemployment claim experience of Temporary Employees furnished by the Franchised
Business during the term of this Agreement in relation to such claims from other
Remedy Temporary Employment services businesses or other Non-Mark Businesses in
the state in which the Territory is situated.

      5.10. SCREENING SOFTWARE. If Franchisee offers General Clerical Employment
Services from the Franchised Business, Franchisee will be required to obtain
access to the Remedy employee-screening software (the "SCREENING SOFTWARE"). The
fees for access to the Screening Software will include a one-time initial fee
and an annual license fee, in each case, at

                                       15

<PAGE>

the then-current rate. Franchisee shall be required to pay separate Screening
Software initial license fees and annual license fees for each Location operated
by the Franchised Business. If Franchisee offers General Light Industrial
Employment Services from the Franchised Business, and if Franchisor elects to
require employee-screening software in connection with General Light Industrial
Employment Services, Franchisee may be required to obtain access to such
software and pay fees (in addition to the fees described above with respect to
the Screening Software) associated therewith.

                    6. COMMENCEMENT AS A REMEDY FRANCHISEE.

      6.1. TIME LIMITATIONS. Within ninety (90) days after the Effective Date,
Franchisee shall:

            (i)   Furnish and equip office space and facilities for the
                  Franchised Business which satisfy Franchisor's specifications;

            (ii)  Cause staff who will perform tasks in connection with the
                  Franchised Business to satisfactorily complete the initial
                  training program described in Section 7;

            (iii) Obtain all required licenses and insurance policies; and

            (iv)  Take all other actions necessary to commence operating the
                  Franchised Business.

      6.2. FRANCHISOR'S APPROVAL TO COMMENCE OPERATIONS. Franchisee shall not
conduct the Franchised Business or otherwise operate as a Remedy franchise until
Franchisee has complied with Sections 6 and 7 of this Agreement to Franchisor's
satisfaction.

                                  7. TRAINING.

      7.1. INITIAL AND CONTINUING TRAINING.

            7.1.1. Franchisor shall furnish for Franchisee and the Manager, an
initial ten (10) day training program covering topics in the management of the
Franchised Business which may include, but are not limited to, the sales,
service and operations of a franchised office. Franchisee shall be responsible
for all personal and employee salaries, other compensation, expenses and other
costs, including but not limited to, travel and living expenses associated with
attendance or participation in the initial training program. The training shall
include extensive classes in all aspects of the Franchised Business, and shall
take place at Franchisor's corporate headquarters, or such other location or
additional places as may be designated by Franchisor.

            7.1.2. After the initial training program, Franchisee will provide
continuing training to its employees at its cost to ensure that Franchisee's
employees can satisfactorily operate under the System.

                                       16

<PAGE>

      7.2. COMPLETION OF TRAINING; ADDITIONAL EVALUATION. Franchisee and Manager
shall, as a condition subsequent to this Agreement, complete Franchisor's
training program to Franchisor's sole subjective satisfaction, exercised in good
faith. During the initial training program, Franchisor shall have the right to
evaluate Franchisee's and Manager's fitness to operate the Franchised Business.
The parties hereby expressly recognize and acknowledge that only Franchisor is
capable of making this judgment due to its unique experience and knowledge of
the business methods involved in the operations of the Franchised Business.

      7.3. FAILURE TO COMPLETE TRAINING/EVALUATION. Upon Franchisor's good faith
determination that Franchisee lacks fitness to operate as a franchisee, or has
failed to satisfactorily complete the training program, Franchisor shall provide
written notice of such determination to Franchisee and Franchisor may, in its
sole discretion, elect to terminate this Agreement, and refund to Franchisee the
amount of the Initial Franchise Fee paid to Franchisor, less a non-refundable
training fee of Seven Thousand Five Hundred Dollars ($7,500.00).

      7.4. TRAINING MATERIALS. Franchisor shall make available to Franchisee
from time to time, at Franchisor's expense, certain training and related
materials for use in the operation of the Franchised Business. If Franchisee
prepares or proposes to prepare any training or related materials for use in
connection with the Franchised Business (whether for colleagues, associates,
customers or otherwise), Franchisee shall submit samples of such materials to
Franchisor for Franchisor's review and prior written approval. Franchisee shall
not use any such materials without obtaining Franchisor's prior written
approval. Once approved by Franchisor, any training and related materials shall
become and remain the sole property of Franchisor, and must be used at all times
in the form and manner as Franchisor may specify.

      7.5. NATIONAL BUSINESS CONFERENCE. Franchisor, at its sole discretion, may
sponsor a National Business Conference and may require the attendance of the
Franchisee and/or the Manager. The National Business Conference will be designed
to provide further training, and provide information and facilitate discussions,
on topics of interest to franchisees and will be of a one (1) to four (4) day
duration. Franchisee shall be responsible for all personal and employee salaries
and other compensation, and other costs and expenses, including, but not limited
to, travel and living expenses, in connection with attendance at or
participation in such National Business Conference.

           8. EMPLOYMENT, BILLING, COLLECTION AND PAYMENT OF TEMPORARY
                               EMPLOYEE EXPENSES.

      8.1. FRANCHISOR'S OBLIGATIONS.

            8.1.1. EMPLOYMENT OF TEMPORARY EMPLOYEES. Temporary Employees
provided by the Franchised Business shall be employees of Franchisor, and
Franchisor shall pay all Temporary Employee Expenses. Franchisee understands
that all such Temporary Employee Expenses will be deducted from Gross Temporary
Employment Billings to calculate Adjusted Gross Margin Dollars.

                                       17

<PAGE>

            8.1.2. BILLINGS AND COLLECTIONS. Franchisor shall bill customers,
and collect all payments made by customers, for all Direct-Hire Employment and
Temporary Employment placement services, including pre-employment testing and
other services, provided by the Franchised Business (including all
Temporary-to-Hire Conversion Fees). Franchisee shall not bill or collect any
amounts from customers, but shall, at Franchisor's direction, actively assist
and cooperate with Franchisor in Franchisor's billing and collections efforts.
Franchisor shall endeavor in good faith to collect all billings made by
Franchisor to customers of the Franchised Business. The payments and accounts
receivable that arise from all Direct-Hire Employee and Temporary Employee
placement services provided by the Franchised Business shall be the property of
Franchisor.

      8.2. FRANCHISEE'S OBLIGATIONS.

            8.2.1. TEMPORARY EMPLOYEES. Franchisee shall exercise its best
efforts to recruit, screen, interview, test, hire, train, indoctrinate, assign,
place and dispatch Temporary Employees on behalf of Franchisor in strict
compliance with all applicable local, state, and federal law, including, without
limitation, all laws related to employment discrimination, and in compliance
with Franchisor's policies and procedures. Prior to placement of any Temporary
Employee through the Franchised Business, Franchisee shall obtain from such
Temporary Employee a current application and required documentation for
employment in a form satisfactory to Franchisor. Franchisee shall maintain the
original application and required documentation in its files in accordance with
retention policies as may be prescribed by Franchisor from time to time and
shall promptly provide Franchisor with a copy of such application and required
documentation on request. Without the prior written consent of Franchisor,
Franchisee shall not use Temporary Employees to operate Franchisee's business.
Franchisee shall be subject to the indemnification provisions of Section 12
hereof for any failure by Franchisee to comply with applicable employment law,
or with Franchisor's employment policies and procedures.

8.2.2. CREDIT POLICIES. Franchisee shall adhere to all credit policies and
practices that may be recommended by Franchisor from time to time. Franchisor
reserves the right to review the creditworthiness of any new customer and to set
credit limitations for customers (a "CREDIT LIMIT"). Franchisee shall not
provide services to customers deemed uncreditworthy or customers whose accounts
Franchisor has deemed delinquent and shall not extend credit to any customer in
any amount exceeding the Credit Limit set by Franchisor for such customer. All
Uncollectible Amounts up to and including the Credit Limit shall be allocated
pro-rata among Franchisor and Franchisee in accordance with applicable
Franchisor's Split and Franchisee's Split. In the event that Franchisor incurs
collection expenses or any other losses or Uncollectible Amounts in connection
with any customer or account for which Franchisee has failed to adhere to
Franchisor's credit policies and practices and/or exceeded the Credit Limit,
Franchisor shall be entitled to deduct all such expenses, losses or
Uncollectible Amounts solely from Franchisee's Share pursuant to Section 5.2. In
addition, all of Franchisee's owners required by Franchisor to execute the
Guaranty, Indemnification and Acknowledgment attached hereto as Exhibit E shall
be personally and individually responsible for all losses or Uncollectible
Amounts beyond the Credit Limit.

                                       18

<PAGE>

            8.2.3. WORKERS' COMPENSATION RISK POLICIES. Franchisee shall adhere
to all workers' compensation risk minimization policies that may be recommended
by Franchisor from time to time. Franchisee shall investigate the nature of work
for which Temporary Employees are provided and shall refrain from providing
Temporary Employees to any customer which, in Franchisor's opinion, involves an
excessive risk of workers' compensation claims.

            8.2.4. TRANSMITTAL OF PAYMENTS. Franchisee shall immediately forward
to Franchisor, without any deduction of any kind, any payment received by
Franchisee from customers on account of billings made by Franchisor.

      8.3. NATURE OF COLLECTIONS RELATIONSHIP. Franchisor shall endeavor in good
faith to collect all billings made by Franchisor for accounts of the Franchised
Business, but Franchisor is not an agent, legal representative, joint venturer,
partner, employee or servant of Franchisee and shall not be a fiduciary of
Franchisee by reason of the billing and collection arrangements described in
this Agreement or the provision of any advice or guidance to Franchisee.
Franchisor shall not be obligated to commence any legal proceeding against any
customer, and shall not be responsible to Franchisee for any uncollected
receivables unless due to its gross negligence or willful malfeasance.

              9. ADDITIONAL SERVICES TO BE PROVIDED BY FRANCHISOR.

      9.1. OPENING PUBLICITY. Franchisor shall provide Franchisee with
information and materials with which Franchisee shall conduct a direct mail
advertising campaign to at least five hundred (500) businesses prior to and upon
commencement of the Franchised Business and an opening press release.

      9.2. MANAGEMENT ASSISTANCE. Franchisor shall provide the services of a
Franchisor representative or another franchisee authorized by Franchisor to
assist Franchisee in learning to manage the Franchised Business for a period of
approximately five (5) days within the sixty (60) days following commencement of
operations of the Franchised Business. In order to prevent dissemination of the
Confidential Information, absent written approval from Franchisor, Franchisee is
prohibited from retaining outside operations and marketing consultants, other
than legal and accounting counsel.

      9.3. GUIDANCE BY FRANCHISOR. Franchisor, at its sole discretion, may
require Franchisee to provide operating, accounting, and other reports, and may
conduct inspections or authorize its representatives to conduct inspections of
the Franchised Business operations and records. Franchisor shall review such
reports and/or inspections and, on the basis thereof, may provide guidance with
respect to (a) management and operation of the Franchised Business; (b)
advertising standards and marketing methods; (c) operating procedures used by
Remedy franchisees; (d) acquisition of supplies, insurance and other products
and services; (e) administrative, bookkeeping, accounting and general operating
and management procedures; (f) employee training; (g) use of the Software; and
(h) such other matters as Franchisor deems necessary, appropriate or advisable.
Franchisor may furnish guidance through Franchisor's confidential Remedy
Operating Manual, bulletins, written correspondence, meetings, or personal
consultations with Franchisee. Upon Franchisee's reasonable request, Franchisor
may furnish

                                       19

<PAGE>

additional guidance with respect to the operation of the Franchised Business.
Franchisor shall in no case be considered an agent, consultant or advisor of
Franchisee by reason of any guidance provided to Franchisee, and no such
guidance will be deemed a representation or warranty as to the future or
potential business success of the Franchised Business.

      9.4. ACQUISITION OF GOODS AND SERVICES. Franchisor shall assist Franchisee
in identifying sources of certain goods and/or services that Franchisee may use
in connection with the operation of the Franchised Business.

      9.5. REMEDY OPERATING MANUAL.

            9.5.1. CONFIDENTIAL NATURE. Franchisor's confidential Remedy
Operating Manual contains Confidential Information related to the operation of
Franchisor's business, the Franchised Business, and other Remedy franchisees,
and Franchisee is strictly prohibited from (a) disclosing the Remedy Operating
Manual or any part thereof to any person or entity other than Franchisee's
employees or (b) using the Remedy Operating Manual or any part thereof for any
purpose other than in connection with operating the Franchised Business, in each
case without Franchisor's prior express written consent. Any such disclosure or
use shall be deemed to constitute a material breach of this Agreement and shall
constitute cause to exercise any remedies for breach of this Agreement by
Franchisee, including without limitation, termination of this Agreement by the
Franchisor pursuant to Section 23.2 of this Agreement.

            9.5.2. CONTENTS. The Remedy Operating Manual contains mandatory
specifications, standards and operating procedures prescribed from time to time
by Franchisor for Remedy franchisees and information concerning other
obligations of Franchisee and the operation of the Franchised Business. The
Remedy Operating Manual may also contain recommended specifications, standards
and procedures.

            9.5.3. MODIFICATION BY FRANCHISOR. Franchisor shall have the right,
in its sole discretion, to modify the Remedy Operating Manual from time to time
to reflect changes in the various attributes associated with or constituting
part of the System including, without limitation, image, methods, standards,
specifications and procedures.

            9.5.4. STRICT COMPLIANCE BY FRANCHISEE. Franchisee expressly agrees
to conduct the Franchised Business in strict compliance with the specifications,
standards and operating procedures established by Franchisor and incorporated in
the Remedy Operating Manual, as modified by Franchisor from time to time.
Franchisor may deduct a fee for reimbursement of expenses from Franchisee's
Share for any failure to strictly comply with the Remedy Operating Manual in
order to compensate Franchisor for investigating and remedying any such
non-compliance.

                                   10. MARKS.

      10.1. OWNERSHIP. Franchisee acknowledges that Franchisee's right to use
the Marks is derived solely from this Agreement and is limited to the conduct of
business by Franchisee pursuant to and in compliance with this Agreement and all
applicable standards,

                                       20

<PAGE>

specifications, and operating procedures prescribed by Franchisor from time to
time. This Agreement confers no goodwill or other interest in the Marks other
than the non-exclusive right to use them in connection with the Franchised
Business for the duration of this Agreement. Franchisee acknowledges and agrees
that all goodwill resulting from Franchisee's use of the Marks shall inure
exclusively to Franchisor's benefit. Franchisee shall not sub-franchise,
sub-license or otherwise authorize any other person to use the Marks. In the
event that Franchisor authorizes and licenses Franchisee to use other
trademarks, service marks, trade names, logotypes, or other commercial symbols
during the duration of this Agreement, all provisions of this Agreement which
apply to the Marks shall apply equally to all such additional marks and symbols.

      10.2. USE. Franchisee shall only use the Marks to identify the Franchised
Business. Franchisee shall prominently display the Marks on stationery,
products, invoices, and materials and in connection with advertising and
marketing of the Franchised Business pursuant to the specifications, standards
and operating procedures set forth in the Remedy Operating Manual.

            In order to protect the goodwill and reputation associated with the
Marks, Franchisee further covenants and agrees as follows:

            (a) A reasonable number of samples of all uses of the Marks shall be
submitted to Franchisor for its review at any time upon Franchisor's reasonable
request therefor.

            (b) Franchisee's use of the Marks shall not reflect adversely upon
the good name of Franchisor or upon the goodwill and reputation associated with
the Marks.

            (c) Franchisee acknowledges that the goodwill of the Marks is
dependent on exceptional customer service. Therefore, Franchisee agrees to use
all commercially reasonable efforts to provide customer service at all locations
of the Franchised Business at a level of quality commensurate with the brand
standards of the System.

      10.3. PROHIBITED USES. Franchisee shall not use the Marks as part of any
corporate or trade name or with any prefix, suffix, or modifying words, terms,
designs, or symbols other than logos authorized for use by Franchisee under this
Agreement. Franchisee shall not use the Marks in any modified form, in
connection with performance of any unauthorized services, or in any other
manner, unless expressly authorized in writing by Franchisor. Franchisee shall
not use any of the Marks in signing any contract, check, purchase agreement,
negotiable instrument or other legal obligation, application for any license or
permit, or in any manner that may result in liability of Franchisor for any debt
or obligation of Franchisee whatsoever.

      10.4. NOTICES. Franchisee shall immediately notify Franchisor of any
apparent infringement of or challenge to Franchisee's use of the Marks, or claim
by any person of any rights in the Marks, and Franchisee shall not communicate
with any person other than Franchisor and Franchisor's counsel in connection
with any such infringement, challenge, or claim. Franchisee shall obtain such
fictitious or assumed name registrations as applicable law requires

                                       21

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and shall file statements of abandonment of use of such fictitious or assumed
names as applicable law requires, or when it becomes appropriate to do so, or as
Franchisor may request.

      10.5. CONTROL OF PROCEEDINGS. Whereas the license to the Marks granted
under this Agreement is non-exclusive, Franchisor retains sole discretion to
take or refrain from taking any action in connection with any possible or actual
infringement, challenge or claim described in this Section 10. Franchisor
retains the exclusive right to control any litigation, Patent and Trademark
Office or other proceeding that in any way relates to any of the Marks.

      10.6. DISCONTINUANCE OF USE. If it becomes advisable at any time, in
Franchisor's sole discretion, for Franchisor to modify or discontinue use of any
or all of the Marks, and/or use one or more additional or substitute trademarks,
service marks, trade names, logotypes, or other commercial symbols, Franchisee
shall comply with Franchisor's directions to modify or otherwise discontinue use
of such Marks within such reasonable time, and pursuant to such directions, that
Franchisor specifies to Franchisee in writing. Franchisor shall have no
liability or obligation whatsoever with respect to Franchisee's modification or
discontinuance of any Mark, or the costs associated with changing any materials
in connection with such modification or discontinuance.

      10.7. INDEMNIFICATION. So long as Franchisee's use of the Marks complies
with the terms of this Agreement, including, without limitation, this Section 10
and the Remedy Operating Manual, Franchisor shall indemnify Franchisee against
and reimburse Franchisee for all damages for which Franchisee is held liable in
any proceeding arising from Franchisee's use of the Marks and for all costs that
Franchisee reasonably incurs in defense of any such claim against Franchisee or
in any such proceeding in which Franchisee is named as a party, provided
Franchisor receives timely written notice of any such claim from Franchisee, has
the right to fully control the defense, settlement or compromise of any such
claim and receives Franchisee's full cooperation in such defense.

                                 11. RELATIONS.

      11.1. NATURE OF RELATIONSHIP. Franchisor and Franchisee are independent
businesses and/or businesspersons, have dealt at arm's length in entering into
this Agreement, and will continue to deal at arms length as independent
contractors for the duration of this Agreement. Franchisor and Franchisee shall
have no agency, joint venture, employer-employee, partnership, fiduciary, or
other special relationship. Franchisee acknowledges that Franchisee is
responsible for its own employees, and that each of its employees shall be its
own and shall not be employees of Franchisor or any of Franchisor's Affiliates.
Franchisee hereby acknowledges and agrees that it will not, and has no authority
to, enter into any agreement on behalf of Franchisor or otherwise obligate or
bind Franchisor.

      11.2. IDENTIFICATION. In all transactions and communications with
customers, patrons, suppliers, public officials and Franchisee's employees and
colleagues, Franchisee shall conspicuously identify itself as the operator of
the Franchised Business under a franchise from Franchisor. Franchisee shall
place such other notices of independent ownership on forms,

                                       22

<PAGE>

business cards, stationery, advertising, email signatures, and other materials
as Franchisor may from time to time require.

      11.3. OBLIGATIONS. Except as this Agreement expressly authorizes, neither
Franchisee nor Franchisor shall make any express or implied agreement, warranty,
guaranty or representation or incur any debt, in the name of or on behalf of the
other. Without limiting the generality of the foregoing, neither Franchisee nor
any of its employees may execute any contract, agreement or other instrument on
behalf of, or otherwise purport to enter into on behalf of, or bind or purport
to bind Franchisor or any of its Affiliates. Neither Franchisee nor Franchisor
shall have any obligation or liability under any agreement, representation, or
warranty made by the other that is not expressly authorized by this Agreement.
Franchisor shall have no obligation for any costs, expenses, liabilities,
damages to any property, person or party that arises directly or indirectly from
the Franchised Business (other than as provided in Section 10.7) whether or not
caused by Franchisee's negligent or willful action or failure to act. Franchisor
shall have no liability for any sales, use, occupation, excise, gross receipts,
income, property, license, or other fees or taxes, whether levied upon
Franchisee, the Franchised Business, or Franchisee's property, or upon
Franchisor, in connection with services rendered or activities or business
conducted by Franchisee or payments to Franchisor pursuant to this Agreement.

                              12. INDEMNIFICATION.

      12.1. INDEMNIFICATION. Franchisee shall indemnify, defend and hold
Franchisor and its Affiliates, and each of their respective shareholders,
directors, officers, employees, agents, attorneys, successors in interest and
assignees harmless against and promptly reimburse them for, any and all loss,
damages, liability, costs, expenses, fees (including attorneys' fees) and
incurred by any of them as a result of any violation or breach of this
Agreement, or failure to comply with the Remedy Operating Manual and its other
policies and procedures, or any statute, law, rule, regulation or ordinance by,
or any act of omission or commission on the part of, Franchisee, or any of its
owners, agents, servants or employees, and from all claims, demands, losses,
costs, fees (including attorneys' fees), damages (including consequential and
punitive damages), suits, judgments, penalties, expenses and liabilities of any
kind or nature whatsoever arising directly or indirectly out of or in connection
with the Franchised Business as a result of any such violation, breach, failure,
or act of omission or commission by Franchisee, or any of its owners, agents,
servants, or employees. Franchisor shall have the right to defend any such claim
against Franchisor at Franchisee's expense. This indemnity shall continue in
full force and effect after and regardless of this Agreement's expiration,
termination or assignment.

      12.2. CONSEQUENTIAL AND OTHER DAMAGES. Notwithstanding any provision to
the contrary, in no event shall Franchisor be liable for any liabilities,
losses, or damages, including, without limitation, special, direct, punitive, or
consequential damages or loss of use, revenue, or profits, in connection with or
arising out of this Agreement whether in an action for or arising out of breach
of contract, tort, or any other cause of action.

                                       23

<PAGE>

                          13. CONFIDENTIAL INFORMATION.

      Franchisee agrees that all Confidential Information are and will remain
confidential and the proprietary property of Franchisor. Upon expiration or
termination of this Agreement for any reason, and as a condition precedent to
receiving payment of any sums due from Franchisor upon such expiration or
termination, Franchisee shall immediately return to Franchisor all material
containing Confidential Information.

      13.1. LIMITS ON USE. Franchisee acknowledges and agrees that ownership of
all right, title and interest in the Confidential Information is and shall
remain vested solely in Franchisor and Franchisee disclaims any right or
interest therein or the goodwill derived therefrom. Franchisee shall acquire no
interest in the Confidential Information other than the right to use it in
developing and conducting the Franchised Business during the term of this
Agreement. Franchisee shall not challenge or contest the right, title or
interest of Franchisor in and to the Confidential Information. Franchisee's
duplication or use of the Confidential Information for any other purpose shall
constitute an unfair method of competition. Franchisee shall:

            (i)   not use, or assist another in using, the Confidential
                  Information in any business or other endeavor other than in
                  connection with the Franchised Business;

            (ii)  maintain absolute confidentiality of the Confidential
                  Information during and after this Agreement's term;

            (iii) make no unauthorized copy of any portion of the Confidential
                  Information, including, without limitation, the Remedy
                  Operating Manual, bulletins, supplements, confidential
                  correspondence, or other confidential communications, whether
                  written or oral; and

            (iv)  implement, maintain, and diligently utilize all reasonable
                  procedures prescribed from time to time by Franchisor to
                  prevent unauthorized use and disclosure of the Confidential
                  Information, including, without limitation, restrictions on
                  disclosure to employees and use of non-disclosure and
                  non-competition provisions as Franchisor prescribes in
                  employment agreements with employees who may have access to
                  the Confidential Information. Promptly upon Franchisor's
                  request, Franchisee shall deliver executed copies of such
                  agreements to Franchisor.

      13.2. NONCOMPETITION; NONSOLICITATION. Franchisee's acknowledgements,
covenants and promises contained in this Section 13.2 are a significant element
of the consideration for which Franchisor grants the rights in this Agreement to
Franchisee, and Franchisor has entered into this Agreement in reliance upon such
acknowledgements, covenants and promises.

                                       24

<PAGE>

            13.2.1. FRANCHISEE'S COVENANT NOT TO COMPETE DURING TERM OF
AGREEMENT. Franchisee recognizes that Franchisor's Confidential Information is
the underpinning of Franchisor's business, and protection of the Confidential
Information is a matter of critical importance to Franchisor, and Franchisee
acknowledges Franchisor's need to protect the Confidential Information against
unauthorized use or disclosure as well as Franchisor's simultaneous need to
encourage free exchange of ideas and information among Remedy franchisees. In
addition, Franchisee acknowledges it will acquire significant knowledge and
information concerning the business of Franchisor and that such business is very
competitive. Competition by Franchisee with Franchisor's business during the
term of, and after the expiration or termination of, this Agreement would
severely injure Franchisor's business and impair the goodwill created by
Franchisor. During the term of this Agreement, neither Franchisee, nor, as
applicable, any shareholder, member or equity owner of Franchisee, nor any
general partner, director, officer, manager, nor other key employee of
Franchisee shall compete with the business of Franchisor by engaging, directly
or indirectly in the Covered Business. For purposes of this Section 13.2.1 and
Section 13.2.5 below, "engaging, directly or indirectly, in" shall mean engaging
or having an interest in, directly or indirectly, as a shareholder, member,
owner, general partner, director, officer, manager, or employee, or otherwise
participating in, or allowing their skill, knowledge or experience to be used in
connection with, the operation, management or control of a business or
enterprise engaged in any aspect of the Covered Business. Accordingly,
Franchisee (and if Franchisee is a corporation, limited liability company,
partnership or other entity, each of Franchisee's principal owners that
Franchisor may request) shall execute the Guaranty, Indemnification and
Acknowledgment attached hereto as Exhibit E. Franchisee further acknowledges
that participation in a Covered Business by a spouse or immediate family member
of Franchisee, any shareholder, member or equity owner, general partner,
director, officer, manager, or other key employee of Franchisee, shall be a
violation of the terms of this Agreement for which Franchisor shall have the
right to immediately terminate this Agreement pursuant to Section 23.2.

            13.2.2. SOLICITATION OF CUSTOMERS. During the term of this Agreement
and for a period of two (2) years thereafter, Franchisee shall not, without the
prior written consent of Franchisor, within the Territory, either directly or
indirectly (whether individually or through any entity as shareholder, member,
equity owner, general partner, director, officer, manager, employee, consultant
or otherwise, or by allowing Franchisee's skill, knowledge or experience to be
used in connection with, the operation, management or control of such entity),
solicit, divert or appropriate to any competing business, any person or entity
which is, or was at any time a customer of the Franchised Business.

            13.2.3. SOLICITATION OF EMPLOYEES. During the term of this Agreement
and for a period of two (2) years thereafter, Franchisee shall not, either
directly or indirectly, on its own behalf or on the behalf of others (whether
individually or through any entity as shareholder, member, equity owner, general
partner, director, officer, manager, or other key employee), solicit, divert or
hire away, or attempt to solicit, divert or hire away, any person employed, or
who has been employed during the past twelve (12) months, by Franchisor, whether
or not such employee is or was a full-time or temporary employee of Franchisor,
whether or not such employment was pursuant to a written agreement and whether
or not such employment was for a

                                       25

<PAGE>

determined period or was at will; nor will Franchisee solicit, divert or hire
away or attempt to solicit, divert or hire away to the Franchised Business or
any competing business any such employee of any licensee or franchisee of
Franchisor, without the prior written consent of such licensee or franchisee of
Franchisor.

            13.2.4. EMPLOYEES' COVENANTS NOT TO COMPETE. Franchisee shall obtain
from each of its employees within five (5) days after the date of this
Agreement, or the date of employment of each employee, whichever is later,
covenants and agreements not to compete, in a form provided or approved by
Franchisor. Such covenants and agreements shall be for the benefit of and
enforceable by Franchisor against the employee. In the event that Franchisee
becomes aware of any actual or threatened violation of any such covenants and
agreements by any of its employees, Franchisee shall promptly and fully advise
Franchisor in writing of all related facts known to Franchisee. Franchisee may
take action to prevent or stop any such violation as it deems appropriate, at
its own expense, except that, it may not waive its rights or give any release
without the express written consent of Franchisor. Franchisor may take action,
or request that Franchisee take action, to prevent or stop any such violation.
Franchisee will cooperate with Franchisor in all ways reasonably requested by
Franchisor to prevent or stop any such violation, including, without limitation,
instituting or permitting to be instituted in the name of Franchisee any demand,
suit or action which Franchisor determines to be necessary or appropriate. If
Franchisor makes any such demand, the suit or action will be maintained and
prosecuted at the expense of Franchisor unless otherwise agreed.

            13.2.5. FRANCHISEE'S COVENANT NOT TO COMPETE FOLLOWING EXPIRATION OR
TERMINATION. Notwithstanding any other provision of this Agreement, for a period
of two (2) years after the assignment, expiration or termination of this
Agreement (whether terminated by Franchisee or Franchisor or otherwise), neither
Franchisee, nor, as applicable, any shareholder, member or equity owner of
Franchisee, nor any general partner, director, officer, Manager, nor other key
employee of Franchisee shall compete with the business of Franchisor by
engaging, directly or indirectly, in the Covered Business in, or within 100
miles of, the Territory.

            13.2.6. EXCEPTIONS. The restrictions in this Section 13.2 shall not
apply to ownership of securities traded on a nationally recognized stock
exchange that constitute less than one percent (1%) of the shares of the class
of securities issued and outstanding, or to the conduct of other franchised
businesses pursuant to franchise agreements with Franchisor.

            14. MINIMUM PERFORMANCE STANDARDS AND OFFICE DEVELOPMENT
                                  REQUIREMENTS.

      14.1. MINIMUM PERFORMANCE STANDARDS. During each Calculation Year during
the term of this Agreement, Franchisee's average Adjusted Gross Margin Dollars
shall be not less than the Minimum Performance Standards.

      14.2. REMEDIES FOR FAILURE TO SATISFY MINIMUM PERFORMANCE STANDARDS.
Franchisor shall determine Franchisee's compliance with the Minimum Performance
Standards within ninety (90) days after the end of each Calculation Year. If
Franchisee at any time fails to satisfy the Minimum Performance Standards,
Franchisor shall

                                       26

<PAGE>

have the option, exercisable at any time within ten (10) months after the end of
the Calculation Year in which the Minimum Performance Standards are not
satisfied, to (a) terminate this Agreement pursuant to Section 23.2; (b) itself
operate a Remedy Temporary Employment services business within the Territory;
(c) grant a franchise to others to do so (in which event Franchisee shall have
no right of first refusal with respect thereto); or (d) unilaterally modify the
Franchise Agreement to eliminate or remove portions of the Territory or one or
more General Approved Services, and shall be free to operate or
license/franchise to a third party the right to operate a Remedy franchised
business within the eliminated or removed portions of the Territory, and as to
the eliminated or removed General Approved Services at any location within or
outside the Territory. Franchisor shall exercise its option by providing written
notice to Franchisee of its election to do so.

      14.3. OFFICE DEVELOPMENT REQUIREMENTS. Franchisee shall open the number of
office Locations within the geographical areas specified, and by the designated
time as set forth, on the office development requirements schedule attached
hereto as Exhibit D. In addition to the other rights and remedies of Franchisor
to address Franchisee's breach or default under this Agreement, in the event
that Franchisee fails to open an office within such geographical area(s) by the
designated time pursuant to Exhibit D, Franchisor shall have the right to
unilaterally modify the Franchise Agreement to eliminate or remove portions of
the Territory and shall be free to operate or license/franchise to a third party
the right to operate a Remedy franchised business within the eliminated or
removed area(s).

                       15. IMAGE AND OPERATING STANDARDS.

      15.1. SERVICES. Unless otherwise approved by Franchisor, Franchisee shall
only offer General Approved Services (and only such individual Special Services
as Franchisor may approve) within the Territory. Franchisee shall not, without
Franchisor's written approval, offer any services or products in connection with
the Franchised Business that are not General Approved Services (or such
individual Special Services as Franchisor may approve) authorized by Franchisor.

      15.2. SPECIFICATIONS, STANDARDS AND PROCEDURES. Franchisee acknowledges
that every detail of the Franchised Business's operation, appearance, supplies
used, and services offered is critically important to Franchisor, other Remedy
franchisees, and to customers of the Franchised Business. Absent written
consent, Franchisee shall devote full time to development of the Franchised
Business in accordance with Franchisor's standards. Franchisee shall comply with
all mandatory specifications, standards and operating procedures, regardless of
whether these appear in the Remedy Operating Manual, or are communicated to
Franchisee in writing or by other means, relating, without limitation, to:

            (i)   conduct of Franchisee's employees;

            (ii)  appearance and decor and standards of services and conduct of
                  the Franchised Business;

            (iii) signage and advertising;

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<PAGE>

            (iv)  equipment;

            (v)   supplies and suppliers;

            (vi)  training and related materials;

            (vii) Computer System and Software;

           (viii) days and hours during which the Franchised Business will
                  operate, receive personnel and telephone calls, and be open to
                  provide service to customers; and

            (ix)  Franchisee's general day to day operational activities.

      Franchisee's failure to comply with mandatory specification, standards and
operating procedures shall be subject to penalties assessed by Franchisor in its
reasonable discretion.

      15.3. COMPLIANCE WITH LAWS. Franchisee shall conduct the Franchised
Business in compliance with all applicable federal, state and local laws,
ordinances and regulations, including, without limitation, all laws and
regulations relating to insurance, unemployment insurance and withholding and
payment of federal, state and local income taxes. Franchisee shall obtain and
maintain in Franchisee's name all required licenses, permits and certificates
relating to the conduct of the Franchised Business. Upon Franchisor's request,
Franchisee shall immediately transmit copies of each such license, permit and
certificate to Franchisor. Franchisor may deduct a fee or reimbursement of
expenses from Franchisee's Share for any failure to comply with such laws,
ordinances and regulations in order to compensate Franchisor for investigating
and remedying any such non-compliance.

      15.4. REPORTS. Within five (5) days after receiving any report or notice
from any government agency or department, or from any licensing organization,
Franchisee shall deliver to Franchisor a complete copy of such report or notice.

      15.5. ACTIONS. Franchisee shall notify Franchisor in writing, as soon as
possible, but not later than five (5) days after commencement of any action,
suit or proceeding against Franchisee or the Franchised Business, or after
issuance of any order, writ, injunction, award or decree of any court or
government agency concerning Franchisee, any owners of Franchisee, or the
Franchised Business.

      15.6. BUSINESS RELATIONS - PROFESSIONAL CONDUCT. In all dealings with
customers, suppliers, Franchisor, Franchisee's own employees and all others,
Franchisee shall adhere to the highest standards of ethical and professional
conduct, honesty, integrity, good faith and fair dealing. Franchisee shall use
its best efforts to develop, maintain and promote the Franchised Business and
its public image. Franchisee shall refrain from any business practice that
Franchisor determines may injure Franchisor's business, other franchisees of
Franchisor or the goodwill associated with the Marks.

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<PAGE>

      15.7. HIRING, TRAINING AND CONDUCT OF EMPLOYEES. Franchisee shall have
exclusive responsibility for all liabilities and obligations that arise from
employment and compensation of Franchisee's employees and, except as set forth
in Section 7, for the proper training of employees in the operation of the
Franchised Business. Franchisee shall require all employees to conduct
themselves at all times in a professional and courteous manner.

      15.8. MODIFICATION OF THE SYSTEM. Franchisee recognizes and agrees that
from time to time hereafter, Franchisor may change or modify the System
presently identified by the Marks, including, without limitation, the adoption
and use of new, different or modified products, services, or techniques. Upon
direction of Franchisor, Franchisee shall immediately discontinue its use of any
part of the System and accept, use and display for the purpose of this Agreement
any additions to the System, as if they were part of this Agreement at the time
of execution hereof. Franchisee shall make such expenditures as are reasonably
required by such changes or modifications in the System. Franchisee shall not
change, modify or alter the System in any way.

                                 16. INSURANCE.

      16.1. POLICIES. During this Agreement's term, Franchisee shall, at its
sole cost and expense, maintain insurance policies issued by carriers with an
A.M. Best rating of "A: Class X," or better, and in forms satisfactory to
Franchisor, covering the risks enumerated and in at least the amount of coverage
specified in the Remedy Operating Manual. Franchisor, in its sole discretion,
may from time to time increase or decrease the amounts of coverage required
under such insurance policies. Franchisor may from time to time require
different or additional kinds of insurance, such as excess liability insurance,
to reflect inflation, identification of new risks, changes in law or standards
of liability, higher damage awards or other changes in relevant circumstances.

      16.2. PROOF OF COVERAGE. Franchisee shall provide evidence satisfactory to
Franchisor that such insurance policies are in force at least ten (10) days
before commencing the Franchised Business. Furthermore, Franchisee shall provide
Franchisor with copies of all required insurance policies and related documents
within ten (10) days following any request by Franchisor for such disclosure.
Franchisee shall provide Franchisor with satisfactory evidence of renewal of
required insurance policies fifteen (15) days prior to the expiration of any
such policies. Satisfactory evidence shall consist, at a minimum, of binders of
coverage or certificates of insurance including copies of required endorsements
issued by the insurance carrier or an authorized representative thereof.

      16.3. ENDORSEMENTS.

            16.3.1. ADDITIONAL INSURED. The Comprehensive General Liability,
Automobile Liability and Errors and Omissions (Professional Liability) Insurance
policies required under this Agreement shall be endorsed to show Franchisor, its
officers, directors, agents and employees, as additional insureds thereunder
with respect to Franchise operations performed by or on behalf of the named
insured. These endorsements shall provide that insurance for the additional
insureds

                                       29

<PAGE>

shall be primary and not contributing with any other insurance maintained by the
additional insureds.

            16.3.2. CROSS-LIABILITY. The Comprehensive General Liability,
Comprehensive Automobile Liability and Errors and Omissions (Professional
Liability) policies required under this Agreement shall be endorsed to show that
each such policy applies separately to each insured against which claim is made
or suit is brought, except with respect to the limits of the insurance company's
liability.

            16.3.3. WAIVER OF SUBROGATION. Franchisee's Workers' Compensation
and Errors and Omissions (Professional Liability) policies shall be endorsed to
show that the respective insurers agree to waive all rights of subrogation
against the Franchisor, its officers, directors, agents and employees.

      16.4. LOSS OF COVERAGE. The required insurance policies shall include a
provision requiring insuring companies to provide not less than thirty (30) days
written notice to Franchisor of any intent to cancel, not to renew, or to
materially alter or reduce the required insurance. Franchisee shall not alter,
reduce, cancel, or fail to renew or replace the required insurance without prior
written consent of Franchisor, which shall be at Franchisor's sole discretion
but not unreasonably withheld and which, if given, shall not waive any other
rights of Franchisor.

      16.5. FAILURE TO MAINTAIN. If Franchisee fails for any reason to maintain
all required insurance policies, or to furnish evidence satisfactory to
Franchisor that such insurance policies are in force, Franchisor shall have the
option, but not the obligation, in addition to Franchisor's other rights and
remedies, to obtain insurance on Franchisee's behalf. In such circumstances
Franchisee shall cooperate with Franchisor in Franchisor's efforts to obtain and
maintain such insurance; promptly execute all forms or instruments; allow any
inspections of the Franchised Business appropriate or necessary to obtain such
insurance; and pay Franchisor on demand all costs and premiums incurred by
Franchisor.

      16.6. INSURANCE PROGRAMS. Franchisor may, but is not required to,
establish programs for its franchisees, including Franchisee, for any of the
required insurance coverage. Franchisee shall enroll and maintain its
participation in any such programs, if requested to do so by Franchisor.

      16.7. OBLIGATION UNCONDITIONAL. Separate insurance that Franchisor from
time to time maintains shall not effect Franchisee's obligation to maintain
insurance as described in this Section 16. Franchisor shall have no liability
for the sufficiency of insurance that Franchisor requires Franchisee to
maintain, that Franchisor maintains on Franchisor's behalf, or that Franchisor
obtains for Franchisee pursuant to this Section 16.

                    17. STRATEGIC NATIONAL ACCOUNT CUSTOMERS.

      For all Strategic National Account Customers located within the Territory,
Franchisee shall have the right and option to provide Temporary Employees to
such Strategic National

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<PAGE>

Account Customer on the same terms and conditions agreed upon between Franchisor
and the Strategic National Account Customer. If Franchisee does not desire to
provide Temporary Employees to a Strategic National Account Customer, or if, in
Franchisor's sole discretion, Franchisee is unable to provide the Strategic
National Account Customer with necessary Temporary Employment services,
Franchisor reserves the right to itself provide, or designate another franchisee
of Franchisor or a third party to provide, Temporary Employees to Strategic
National Account Customers located within the Territory. Franchisor shall have
the right to negotiate exclusively with all Strategic National Account
Customers. The procedures for dealing with and providing services to Strategic
National Account Customers shall be set forth in the Remedy Operating Manual.

                     18. ADVERTISING AND BRAND DEVELOPMENT.

      Recognizing the value of advertising, and the importance of the
standardization of marketing and advertising programs to the furtherance of the
goodwill and public image of the System, the Franchisor and Franchisee agree as
follows:

      18.1. BRAND DEVELOPMENT FUND. Franchisee will be required to participate
in Franchisor's brand development fund for the System (the "BRAND DEVELOPMENT
FUND"). Franchisee shall be required to contribute to the Brand Development Fund
an annual amount equal to 0.20% of Gross Billings for each Calculation Year, up
to a maximum of Fourteen Thousand Dollars ($14,000) for each Calculation Year,
and such contribution shall be deducted each Accounting Period from Franchisee's
Share as set forth in Section 5.2. The Brand Development Fund shall be
administered by Franchisor, or its designee, as follows:

            18.1.1. MEDIA PLACEMENT. Franchisor or its designee shall have the
right to direct all advertising programs, as well as all aspects thereof,
including without limitation, the concepts, materials, and media used in such
programs and the placement and allocation thereof. Franchisee agrees and
acknowledges that the Brand Development Fund is intended to maximize general
public recognition, acceptance, and use of the System; and that Franchisor and
its designee are not obligated, in administering the Brand Development Fund, to
make expenditures for Franchisee which are equivalent or proportionate to
Franchisee's contribution, or to ensure that any particular franchisee benefits
directly or pro rata from expenditures by the Brand Development Fund.

            18.1.2. USE OF FUNDS. The Brand Development Fund, all contributions
thereto, and any earnings thereon, shall be used exclusively (except as
otherwise provided in this Section 18.1.2) to meet any and all costs of
maintaining, administering, directing, conducting, creating and/or otherwise
preparing advertising, marketing, public relations and/or promotional programs
and materials, and any other activities which Franchisor believes will enhance
the image of the System, including, without limitation, the costs of: preparing
and conducting media advertising campaigns, direct mail advertising, marketing
surveys and other public relations activities; developing marketing and
promotional strategies; employing advertising and/or public relations agencies
to assist therein; purchasing promotional items; conducting and administering
visual merchandising, and other merchandising programs; providing promotional
and other marketing materials and services to the Franchised Businesses operated
under the System; and the salaries

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of Franchisor's employees in conjunction with System marketing activities. The
Brand Development Fund may also be used to provide rebates or reimbursements to
System franchisees for local expenditures on products, services, or
improvements, approved in advance by Franchisor, which products, services, or
improvements Franchisor shall have the right to determine will promote general
public awareness and favorable support for the System. If Franchisor or its
Affiliates do not contribute to the Brand Development Fund on behalf of
Franchisor-owned or Affiliate-owned businesses, Franchisor will endeavor to
direct all marketing, promotions or advertisements paid out of the Brand
Development Fund into territories serviced primarily by franchisees of
Franchisor.

            18.1.3. CONTRIBUTIONS TO THE BRAND DEVELOPMENT FUND. Franchisee
shall contribute to the Brand Development Fund in the manner specified above.
All sums paid by Franchisee to the Brand Development Fund shall be maintained in
an account separate from Franchisor's other monies. Franchisor shall have the
right to charge the Brand Development Fund for such reasonable administrative
costs and overhead as Franchisor may incur in activities reasonably related to
the direction and implementation of the Brand Development Fund and advertising
programs for franchisees and the System, including, without limitation, legal
costs and costs of personnel for creating and implementing, advertising,
merchandising, promotional and marketing programs. The Brand Development Fund
and its earnings shall not otherwise inure to the benefit of Franchisor.
Franchisor or its designee shall maintain separate bookkeeping accounts for the
Brand Development Fund.

            18.1.4. ADDITIONAL PROVISIONS. The Brand Development Fund is not and
shall not be an asset of Franchisor, nor a trust, and Franchisor does not assume
any fiduciary obligation to Franchisee for maintaining, directing or
administering the Brand Development Fund or for any other reason. A statement of
the operations of the Brand Development Fund shall be provided to Franchisee on
an annual basis after the close of Franchisor's fiscal year. Although the Brand
Development Fund is intended to be of perpetual duration, Franchisor maintains
the right to terminate the Brand Development Fund at any time. The Brand
Development Fund shall not be terminated, however, until all monies in the Brand
Development Fund have been expended for advertising and/or promotional purposes.

      18.2. ADVERTISING COUNCIL. Franchisor may form an advertising council
composed of franchisees for the purpose of advising Franchisor on the
advertising policies of the Brand Development Fund and other promotional
policies of the System. If formed, this advertising council will serve in an
advisory capacity only, and does not have operational or decision-making power.
Franchisor shall have the power to form, change or dissolve such advertising
council, and also has full control over where and how funds held by the Brand
Development Fund are spent.

      18.3. REQUIRED ADVERTISING. Franchisee shall provide and maintain suitable
signs approved by Franchisor identifying the Franchised Business as a Remedy
franchise, and advertise Franchisee's offices and services in conformity with
the Remedy Operating Manual. Franchisee shall secure at least one "Yellow Page"
bold listing in the primary telephone directory for the Territory. Franchisee
shall maintain a current mailing list in the Software of the customers serviced
by the Franchised Business for direct mailing and communication purposes

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and shall promptly provide a copy of such list to Franchisor upon request for
use in Franchisor's advertising, promotions or other programs.

      18.4. CONDUCT. Franchisee shall advertise the services offered by the
Franchised Business in compliance with all applicable laws and factually,
ethically and in good taste in Franchisor's judgment. Advertising by Franchisee
shall be subject to Franchisor's approval as provided in Section 18.5.
Franchisee shall refrain from any advertising technique or program that
Franchisor determines may injure Franchisor's business, other franchisees of
Franchisor or the goodwill associated with the Marks.

      18.5. APPROVALS. Franchisee shall submit to Franchisor, before use,
samples of all local advertising and promotional materials, and descriptions of
all local advertising programs, not prepared or previously approved by
Franchisor, for Franchisor's approval. Franchisee shall not use any advertising
material or program that Franchisor disapproves. Franchisor's failure to provide
Franchisee written notice of Franchisor's decision concerning any such
submission within ten (10) business days after Franchisor receives the
submission shall constitute Franchisor's approval.

      18.6. FAILURE TO OBTAIN APPROVAL. If Franchisee uses an advertisement or
promotional material not approved by Franchisor, Franchisor may require
Franchisee to pay a fee of $100 to $1,000 per item, as Franchisor may determine.
Such fee is intended to compensate Franchisor for the expense of evaluating the
effect of the item that was not approved and taking any necessary corrective
action. The fee will go into the Brand Development Fund. Upon the third (or any
additional) occurrence of Franchisee using any such item not approved by
Franchisor, the fee may be increased up to $5,000 per item, as Franchisor may
determine. Upon the fourth occurrence of Franchisee using such an item not
approved by Franchisor, Franchisor may immediately terminate this Agreement. Any
fees set forth under this Section may be deducted by Franchisor from
Franchisee's Share.

      18.7. WEBSITES. Unless otherwise approved in writing by Franchisor,
Franchisee shall not establish a separate Website, but shall only have one or
more references or webpage(s), as designated and approved in advance by
Franchisor, within Franchisor's Website. However, if Franchisor approves, in
writing, a separate Website for Franchisee (which Franchisor is not obligated to
approve), then each of the following provisions shall apply:

            18.7.1. CONSIDERED ADVERTISING. Franchisee specifically acknowledges
and agrees that any Website owned or maintained by or for the benefit of
Franchisee shall be deemed "advertising" under this Agreement, and will be
subject to (among other things) Franchisor's approval under Section 18.5 above.

            18.7.2. FRANCHISOR'S APPROVAL. Franchisee shall not establish or use
any Website without Franchisor's prior written approval. Before establishing any
Website, Franchisee shall submit to Franchisor, for Franchisor's prior written
approval, a sample of the proposed Website domain name, format, visible content
(including, without limitation, proposed screen shots), and non-visible content
(including, without limitation, meta tags) in the form and manner Franchisor may
reasonably require. Franchisor shall be the owner of any domain

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<PAGE>

name(s) and/or URLs maintained by Franchisee in connection with the Franchised
Business. Franchisee shall not use or modify such Website without Franchisor's
prior written approval as to such proposed use or modification.

            18.7.3. COMPLIANCE WITH STANDARDS. In addition to any other
applicable requirements, Franchisee shall comply with the standards and
specifications for Websites that Franchisor may periodically prescribe in the
Remedy Operating Manual or otherwise in writing. Franchisor shall have the right
to monitor the Website at all times. Franchisor shall have the right to specify
any materials that must be utilized on the Website. If required by Franchisor,
Franchisee shall establish such hyperlinks to Franchisor's Website and others as
Franchisor may request in writing.

                 19. ACCOUNTING, REPORTS, FINANCIAL STATEMENTS.

      19.1. MAINTENANCE. Franchisee shall, at Franchisee's expense, maintain
true business records and books of account at the Location according to
generally accepted accounting principles and other methods and procedures
prescribed by Franchisor. All such records shall be open to inspection and
copying by Franchisor and/or Franchisor's authorized representatives at the
Location during regular business hours or at other reasonable times requested by
Franchisor. Franchisee shall cooperate in Franchisor's inspection and copying.
Franchisee shall keep and preserve, for at least six (6) years from the dates of
their preparation, business tax returns, reports, and complete and accurate
financial records for the Franchisee's Franchised Business and personal tax
returns and accurate financial records for each of the Franchisee's owners.

      19.2. REPORTS. Upon Franchisor's request shall furnish Franchisor, the
following items signed and verified by Franchisee, in the form and manner that
Franchisor prescribes from time to time:

            (i)   within thirty (30) days after the end of each fiscal quarter,
                  a profit and loss statement for the preceding fiscal quarter
                  and a year-to-date profit and loss statement for the
                  Franchised Business;

            (ii)  within ninety (90) days after the end of Franchisee's fiscal
                  year, a balance sheet and an annual profit and loss statement
                  reflecting all year-end adjustments for the Franchised
                  Business prepared and certified by an independent certified
                  public accountant;

            (iii) upon request, any requested Social Security reports,
                  Immigration and Naturalization Service reports or forms, state
                  and federal unemployment reports, federal income tax returns,
                  state, county or city income, franchise, or other tax returns,
                  and other federal, state or other governmentally mandated
                  reports; and

            (iv)  such other reports as required under the Remedy Operating
                  Manual from time-to-time.

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<PAGE>

                  20. PERIODIC REVIEWS, INSPECTIONS AND AUDITS.

      20.1. PERIODIC REVIEWS. From time to time, at times that Franchisor
designates, Franchisee and Manager shall meet with Franchisor's representatives
to discuss and review the Franchised Business' operations, status and financial
performance.

      20.2. INSPECTIONS. To determine whether Franchisee and the Franchised
Business are complying with this Agreement and with specifications, standards
and operating procedures prescribed by Franchisor for operation of the
Franchised Business, Franchisor or Franchisor's designated agents shall have the
right at any reasonable time and without prior notice to Franchisee to:

            (i)   interview Franchisee and employees of the Franchised Business;

            (ii)  interview the customers serviced by the Franchised Business,
                  Franchisee's suppliers and any other person with whom
                  Franchisee does business;

            (iii) confer with members and staff of government agencies with
                  authority over Franchisee about matters relevant to the
                  Franchised Business; and

            (iv)  require Franchisee to participate and/or request customers
                  serviced by the Franchised Business, Franchisee's suppliers
                  and any others to participate in any marketing surveys
                  performed by or on behalf of Franchisor.

      20.3. AUDITS.

            (i)   Franchisor shall have the right, during regular business hours
                  of Franchisee and without prior notice to Franchisee, to
                  inspect, copy and/or audit or cause to be inspected, copied
                  and/or audited the business, bookkeeping, accounting, sales
                  tax, income tax, files, and other records of the Franchised
                  Business, and the books and records (including without
                  limitation tax returns and bank statements) of any individual,
                  partnership or corporation that owns the Franchised Business.
                  Franchisee shall fully cooperate with Franchisor's
                  representatives or independent certified public accountants in
                  any such inspection or audit.

            (ii)  If Franchisee's failure to maintain or furnish reports,
                  supporting records or other information required by this
                  Agreement or the Remedy Operating Manual makes necessary any
                  such inspection or audit, Franchisee shall reimburse
                  Franchisor for the costs of such audit or inspection. Such
                  reimbursement shall include, without limitation, charges of
                  any independent accountants and travel expenses, room and
                  board and compensation of Franchisor's employees and other
                  agents or representatives who participate in such inspection
                  or audit.

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<PAGE>

            (iii) The remedies in this Section 20 shall be additional to and not
                  in lieu of Franchisor's other remedies and rights under this
                  Agreement or applicable law.

               21. COMPUTERIZED MANAGEMENT AND OPERATIONAL SYSTEM.

      21.1. SOFTWARE LICENSE. Franchisee shall license from Franchisor the right
to use the Software in connection with the administration, management and
operation of the Franchised Business. Franchisor shall license the Software to
Franchisee on the terms and conditions pursuant to the Software License
Agreement, attached hereto as Exhibit F (the "SOFTWARE LICENSE AGREEMENT").
Franchisee shall utilize the Software in the operation of the Franchised
Business as set forth in the Remedy Operating Manual, which may be updated by
Franchisor, at its sole discretion. Franchisee and Franchisor shall duly perform
all of their respective obligations under the Software License Agreement and a
default thereunder shall constitute a default under this Agreement. The term of
the Software License Agreement shall be the same as the term of this Agreement.
In the event of an assignment of this Agreement pursuant to Section 22 below,
the Software License Agreement shall be assigned to the assignee of this
Agreement.

      21.2. SOFTWARE UPDATE AND SUPPORT. Franchisee shall enter into the
Software License Agreement attached hereto as Exhibit F and incorporated herein
by reference, for published updates of the Software and for technical
assistance, support for installation and program support of the Software as
updated from time to time.

      21.3. NO RESTRICTIONS. Franchisee acknowledges that there shall be no
restrictions on Franchisor's ability to market the Software under the same or
similar name or marks (including the Marks) to third parties in any channels of
distribution, without compensation to Franchisee.

      21.4. COMPUTER SYSTEM. At Franchisee's expense, prior to commencement of
operations of the Franchised Business, Franchisee shall purchase, through the
Franchisor approved hardware/software program (as described in the Operating
Manual), the Computer System and install the Computer System (including internet
access) at the Location of the Franchised Business. The Computer System must
fully comply with Franchisor's specifications as set forth in the Remedy
Operating Manual. Franchisee shall make, from time to time, such upgrades and
other changes to the Computer System as Franchisor may request in writing.
Franchisor shall have the right to require any such upgrades and changes it
deems necessary for the operation of the Franchised Business.

      21.5. INFORMATION RETRIEVAL. During the term of this Agreement: (a)
Franchisee shall afford Franchisor access to Franchisee's Computer System to
enable Franchisor to periodically upload and download data to facilitate
Franchisor's performance of automated payroll and related services hereunder,
and to provide Franchisor with all requested data and information relating to
the Franchised Business; and (b) Franchise shall only have access to the data
and information relating to the operation of the Franchised Business. Franchisor
shall be the owner of all data used in connection with the Franchised Business,
and Franchisor shall have no

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<PAGE>

responsibility or liability to Franchisee as a result of any loss, destruction
or corruption of any data supplied by or to Franchisee in connection with the
Franchised Business, including but not limited to any data back-up services
provided by Franchisor.

      21.6. THIRD-PARTY SOFTWARE. Franchisee may be required to obtain, at
Franchisee's expense, additional software from third parties as specified in the
Remedy Operating Manual, the Software License Agreement or in other written
specifications provided by Remedy from time to time.

                                  22. TRANSFER.

      22.1. BY FRANCHISOR. This Agreement shall be fully transferable by
Franchisor.

      22.2. BY FRANCHISEE. Franchisee understands and acknowledges that the
rights and duties set forth in this Agreement are personal to Franchisee, and
that Franchisor has granted this franchise in reliance on Franchisee's or
Franchisee's Principals' business skill, financial capacity, and personal
character. Accordingly, Franchisee shall not, without the prior written consent
of Franchisor, transfer, pledge or otherwise encumber this Agreement, or any of
the rights and obligations of Franchisee under this Agreement, any material
asset or material amount of assets of Franchisee or the Franchised Business, or
any securities or voting power of Franchisee resulting in a change of control or
potential change in control of Franchisee, or effect any other transaction which
is deemed an assignment pursuant to Section 22.4. Any assignment or transfer
without such prior written consent shall constitute a breach of this Agreement
and shall convey no rights or interest in the Franchised Business to such
purported assignees or transferees. The only permissible methods of sale,
transfer or assignment of the Franchised Business are those set forth in this
Section 22.

      22.3. CHANGE OF BUSINESS FORM. Whether or not an assignment or transfer of
the Franchised Business is involved, Franchisee, whether an individual or
otherwise, shall not change its business form, whether to obtain the services of
a partner, to merge, consolidate, reorganize, or to accomplish any other change,
without the prior written approval of Franchisor.

      22.4. DEEMED ASSIGNMENT. If Franchisee is at any time a corporation or
limited liability company, then any of the following transactions shall be
deemed to be an assignment within the meaning of this Section 22: (i) the
issuance of any securities by Franchisee, (ii) the transfer of securities or
voting power of Franchisee, or (iii) any merger, consolidation or reorganization
involving Franchisee, the effect of which is that the shareholders or members of
Franchisee as of the transaction fail to own or control in excess of fifty
percent (50%) of the aggregate voting securities of Franchisee or otherwise lose
the right to control the affairs of Franchisee.

      If Franchisee is at any time a general partnership or limited partnership,
then the death, voluntary or involuntary or other withdrawal of any general
partner, admission of any additional general partner, or transfer of any general
partner's interest in the property, management or profits and/or losses of the
partnership shall be deemed to be an assignment within the meaning of this
Section 22.

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<PAGE>

      22.5. FRANCHISOR'S RIGHT OF FIRST REFUSAL. If Franchisee desires to sell
or otherwise transfer this Agreement, or any of the rights and obligations of
Franchisee under this Agreement, or any material asset or material amount of
assets of Franchisee or the Franchised Business, Franchisee shall deliver to
Franchisor written notice setting forth all the terms of the proposed transfer
and assignment and all information that Franchisor requests concerning the
proposed assignee. Franchisor shall have the option, during the sixty (60) days
after receipt of the notice, to notify Franchisee that Franchisor desires to
purchase the Franchised Business and accept assignment of this Agreement on the
terms contained in the notice, provided that Franchisor shall have the right to
substitute the cash equivalent of any noncash consideration described in such
notice. If Franchisor exercises this option, the purchase of the Franchised
Business by Franchisor must be completed no later than thirty (30) days after
Franchisor's notice to Franchisee of its purchase election.

      If Franchisor does not exercise this option during such sixty (60) day
period then Franchisee may, during the following one hundred twenty (120) days,
transfer the Franchised Business and assign this Agreement to the proposed
assignee on the terms in the notice, provided that the assignment shall be made,
without limitation, in compliance with this Section 22. Any proposed transfer
not completed within such one hundred twenty (120) day period or any material
change in the terms of the proposed transaction prior to closing shall
constitute a new offer to which Franchisor shall have the right of first refusal
and shall require compliance again with this Section 22.5.

      22.6. FURTHER CONDITIONS. If Franchisor elects not to exercise its right
of first refusal, Franchisor's approval of a proposed transfer shall not be
unreasonably withheld. However, without limitation of the foregoing, imposition
of any or all of the following conditions precedent to Franchisor's approval
shall be deemed to be reasonable:

            22.6.1. TRANSFER TO FRANCHISEE'S CORPORATION OR LIMITED LIABILITY
COMPANY. If Franchisee is an individual or partnership and desires to assign and
transfer his rights to a newly organized corporation or limited liability
company solely for the convenience of ownership:

                  (i)   Such corporation's or company's charter shall provide
                        that its activities are confined exclusively to
                        operating the Franchised Business as set forth in this
                        Agreement;

                  (ii)  Franchisee shall be, and shall remain, the owner of the
                        majority interest in the transferee corporation or
                        company;

                  (iii) The individual Franchisee (or if the Franchisee is a
                        partnership, one of the general partners) shall be, and
                        shall remain, the principal executive officer or member
                        of the corporation or company;

                  (iv)  The transferee corporation or company shall enter into a
                        written assignment with Franchisee and Franchisor, in
                        form satisfactory to

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<PAGE>

                        Franchisor, assuming all of the Franchisee's obligations
                        under this Agreement;

                  (v)   Each stock or security certificate of the transferee
                        corporation or company shall have conspicuously endorsed
                        upon it a statement that it is held subject to, and that
                        further assignment or transfer thereof is subject to,
                        all restrictions imposed upon assignments and transfers
                        by this Agreement;

                  (vi)  No new securities of common or preferred voting rights
                        in the transferee corporation or company shall be issued
                        to any person, partnership, trust, foundation,
                        corporation or company without obtaining Franchisor's
                        prior written consent;

                  (vii) All accrued money obligations of Franchisee to
                        Franchisor, its Affiliates or assignees, shall be
                        satisfied prior to assignment or transfer; and

                 (viii) Each individual shareholder, member or partner, as
                        applicable, will execute and deliver a guaranty and
                        acknowledgement of the transferee entity's obligations
                        under this Agreement, in form satisfactory to
                        Franchisor.

            22.6.2. OTHER TRANSFERS. If the transfer, other than such transfer
authorized under Section 22.6.1 of this Agreement, as consummated alone or
together with other related previous, simultaneous, or proposed transfers, would
have the effect of transferring control of the Franchised Business to someone
other than an original signatory of this Agreement, then Franchisor may require
any or all of the following:

                  (i)   The proposed assignee(s) or, if the proposed assignee is
                        a corporation or limited liability company, its
                        principal officers, shareholders, directors, or members
                        shall be of good moral character and demonstrate skills,
                        qualifications and economic resources necessary in
                        Franchisor's reasonable judgment, to operate the
                        franchise that this Agreement contemplates and, in any
                        event, at least equal to the Franchisee's skills,
                        qualifications and economic resources;

                  (ii)  The proposed assignee(s) shall have completed the
                        training program and additional evaluation to
                        Franchisor's sole subjective satisfaction, as described
                        in Section 7;

                  (iii) As of the date of any such transfer, Franchisee shall
                        have fully satisfied all Franchisee's obligations,
                        including accrued money obligations, to Franchisor, its
                        Affiliates, and its assignees under

                                       39

<PAGE>

                        this Agreement and any other agreement, arrangement or
                        understanding;

                  (iv)  Franchisor shall require the proposed assignee(s),
                        including all shareholders, partners, and members of the
                        proposed assignees(s), to jointly and severally execute
                        either (a) an assignment with Franchisee and Franchisor,
                        in form satisfactory to Franchisor, assuming all of
                        Franchisee's obligations under this Agreement, or (b)
                        Franchisor's standard form Franchise Agreement then
                        being offered to prospective franchisees of Franchisor,
                        except that, other than any fees designated in such
                        Franchise Agreement as non-refundable training fees, no
                        initial franchisee fee shall be required from the
                        proposed assignee, the Territory shall remain the same
                        as set forth in this Agreement, and, in Franchisor's
                        discretion, the term of the Agreement shall be modified
                        to equal the remaining term under this Agreement;

                  (v)   Franchisee shall pay Franchisor a transfer fee in the
                        amount of five percent (5%) of the purchase or transfer
                        price paid to Franchisee for the transfer, but in no
                        event less than Ten Thousand Dollars ($10,000), which
                        amount shall be deemed to be reasonably required to
                        cover Franchisor's expenses (other than training
                        expenses) relating to such transfer; and

                  (vi)  Franchisee shall have executed a general release, in a
                        form satisfactory to Franchisor, of any and all claims
                        against Franchisor and its Affiliates, successors, and
                        assigns, and their respective directors, officers,
                        shareholders, partners, agents, representatives,
                        servants, and employees in their corporate and
                        individual capacities including, without limitation,
                        claims arising under this Agreement, any other agreement
                        between Franchisee and Franchisor or its Affiliates.

            22.6.3. COVENANTS NOT TO COMPETE AND NOT TO SOLICIT UNAFFECTED. No
sale, assignment, transfer, conveyance, encumbrance or gift of any interest in
this Agreement, or in the Franchised Business, shall relieve Franchisee, and as
applicable, its shareholders or partners and its employees, of the obligations
of the covenants not to compete and not to solicit contained in Section 13.2 of
this Agreement.

            22.7. ASSIGNMENT IN CASE OF DEATH OR INCAPACITY. If, as applicable,
Franchisee, or Franchisee's majority shareholder, member, or general partner
dies or becomes permanently disabled for any mental or physical condition (as
evidenced by an inability to perform usual duties for a period of four (4)
consecutive months), the surviving spouse, heirs, beneficiaries, devisees, or
legal representative of said individual, member, partner or shareholder shall
have the opportunity to participate in the operation of the Franchised Business
during the one hundred eighty (180) days following such death or incapacity,
provided that during that time

                                       40
<PAGE>

such participant(s) shall maintain all standards and obligations required under
this Agreement. During such one hundred eighty (180) day period, such
participant(s) shall either satisfy all of Franchisor's then-current
qualifications for a purchaser of a Remedy franchise in accordance with the
requirements of this Section 22, or sell, transfer, or assign such participant's
ownership interest in Franchisee, or, if applicable, this Agreement and the
Franchised Business to a person who satisfies Franchisor's then-current
standards for new Remedy franchisees. If, as a result of the death or incapacity
of a shareholder or partner of the Franchisee, all of the deceased or disabled
party's interest in this Agreement or the Franchised Business is transferred to
an original signatory to this Agreement, then, upon written notice to
Franchisor, Franchisor shall consent to the continued operation of the
Franchised Business pursuant to the terms of this Agreement.

                                23. TERMINATION.

      23.1. TERMINATION WITH OPPORTUNITY TO CURE. Except as provided in Section
23.2, when Franchisee receives written notice from Franchisor that Franchisee
has failed to comply with the terms of this Agreement, Franchisee shall have
thirty (30) days to cure the breach(es) and to prove such cure to Franchisor. If
any breach of this Agreement is not cured within thirty (30) days of
Franchisee's receipt of notice of such breach, Franchisor may terminate this
Agreement upon written notice to Franchisee of such termination, effective on
the expiration of the cure period.

      23.2. TERMINATION WITH NO OPPORTUNITY TO CURE. If any of the following
events of default occur, Franchisor may terminate this Agreement immediately
upon delivery to Franchisee of notice of termination. Franchisor shall have no
obligation to allow Franchisee any opportunity to cure any such event of
default.

            (i)     Franchisee is declared bankrupt or judicially determined to
                    be insolvent, or all or a substantial part of the assets of
                    Franchisee or the Franchised Business are assigned to or for
                    the benefit of any creditor, or Franchisee admits his
                    inability to pay Franchisee's debts as they come due;

            (ii)    Franchisee abandons the Franchised Business by failing to
                    operate for five (5) consecutive days during which
                    Franchisee is required to operate the Franchised Business
                    under this Agreement's terms, or any shorter period after
                    which it is not unreasonable under the facts and
                    circumstances for Franchisor to conclude that Franchisee
                    does not intend to continue to operate the Franchised
                    Business;

            (iii)   Franchisee has made any material misrepresentation relating
                    to acquisition of the Franchised Business;

            (iv)    Franchisee engages in conduct that, in Franchisor's sole
                    discretion, materially and unfavorably reflects upon the
                    operation and reputation of the Franchised Business or the
                    System;

                                       41
<PAGE>

            (v)     Franchisee fails for a period of five (5) days or such
                    longer period as applicable laws may require, after
                    notification of noncompliance, to comply with any federal,
                    state or local law or regulation applicable to operation of
                    the Franchised Business;

            (vi)    After curing any failure described in Section 23.1
                    Franchisee engages in the same noncompliance, regardless of
                    whether such noncompliance is corrected after notice;

            (vii)   Franchisee repeatedly fails to comply with one (1) or more
                    requirements of this Agreement regardless of whether
                    corrected after notice;

            (viii)  The Franchised Business is seized, taken over or foreclosed
                    by a government official in the exercise of such official's
                    duties, or seized, taken over, or foreclosed by a creditor,
                    lienholder or lessor, provided that a final judgment against
                    Franchisee remains unsatisfied for thirty (30) days, unless
                    a supersedes or other appeal bond has been filed;

            (ix)    A levy of execution is made upon the Franchised Business or
                    upon any property used in the Franchised Business and is not
                    discharged within five (5) days after such levy;

            (x)     Franchisee is convicted of a felony or other criminal
                    misconduct relevant to operation of the Franchised Business;

            (xi)    (xi) Franchisee attempts to transfer the Franchised Business
                    or make an assignment of this Agreement in violation of
                    Section 22 of this Agreement;

            (xii)   In the event of death or incapacity, the surviving spouse,
                    heirs, beneficiaries, devisees, or legal representatives
                    fail to comply with the provisions of Section 22.7;

            (xiii)  Franchisee discloses, attempts or threatens to disclose any
                    of the Confidential Information or proprietary information
                    in violation of this Agreement;

            (xiv)   Franchisee commits any breach with respect to Terrorism Laws
                    as set forth in Section 27.4 below;

            (xv)    Franchisee fails to locate a site to operate the Franchised
                    Business within the required ninety (90) day period;

            (xvi)   Franchisee fails to meet the Minimum Performance Standards
                    in accordance with Section 14.2;

                                       42
<PAGE>

            (xvii)  Franchisee violates any of the non-competition covenants set
                    forth in Sections 13.2.1, 13.2.2, and 13.2.3;

            (xviii) Franchisee offers or sells any services from the Franchised
                    Business other than General Approved Services or approved
                    Special Services;

            (xix)   Franchisee is in default of any agreement (including, but
                    not limited to another franchise agreement) between
                    Franchisee and Franchisor or any of Franchisor's affiliates;
                    and

            (xx)    Any other provision of this Agreement that permits immediate
                    termination.

      23.3. OTHER TERMINATION RIGHTS. Franchisor's right to terminate this
Agreement is in addition to all other rights and remedies, whether at law or in
equity, that Franchisor might have against Franchisee as a result of any breach
or default by Franchisee of any provision of this Agreement.

      23.4. OTHER REMEDIES. If Franchisor is entitled to terminate this
Agreement in accordance with Sections 23.1 or 23.2 above, Franchisor shall have
the right to undertake any one or more of the following actions instead of
terminating this Agreement:

            (i)     Franchisor may terminate or modify any rights that
                    Franchisee may have with respect to (a) "exclusivity" in the
                    Territory, as granted under Section 3.2 above, or (b)
                    General Approved Services; in each case effective ten (10)
                    days after delivery of written notice thereof to Franchisee;

            (ii)    Franchisor may reduce Franchisee's Split by one percentage
                    point of Adjusted Gross Margin Dollars (e.g., from 65% to
                    64% of Adjusted Gross Margin Dollars) as set forth in the
                    Gross Margin Schedule until, in the case of a curable
                    default, such default is cured to Franchisor's satisfaction;

            (iii)   Franchisor may modify the Territory described in Exhibit B
                    hereto; and/or

            (iv)    Franchisor may modify or eliminate the Office Development
                    Requirements Schedule set forth in Exhibit D hereto.

      If any of such rights, options, arrangements, or areas are terminated or
modified in accordance with this Section 23.4, such action shall be without
prejudice to Franchisor's right to terminate this Agreement in accordance with
Sections 23.1 or 23.2 above, and/or to terminate any other rights, options or
arrangements under this Agreement at any time thereafter for the same default or
as a result of any additional defaults of the terms of this Agreement.

      23.5. LIQUIDATED DAMAGES. Franchisee understands and acknowledges that
Franchisee is obligated by this Agreement to operate the Franchised Business
during the Initial Term and, if applicable, during any renewal term, and any
attempt by Franchisee to terminate

                                       43
<PAGE>

this Agreement prior to the expiration date shall be deemed to be a material
breach of this Agreement and shall be grounds, at Franchisor's sole discretion,
for termination by Franchisor pursuant to Section 23.2. The parties hereto agree
that it would be impracticable and extremely difficult to determine the actual
damages to Franchisor arising from any such termination of this Agreement.
Therefore, the parties agree that in the event of any such termination,
Franchisee shall pay to Franchisor as liquidated damages in an amount equal to
twelve (12) times the average monthly Franchisor's Share for the six (6) month
period prior to any such termination, such amount being a reasonable estimate,
as of the date of this Agreement, of Franchisor's actual damages resulting from
such termination. If such liquidated damages are not paid in full by Franchisee
within fourteen (14) days of the date of termination, interest shall accrue on
any unpaid balance at a rate equal to the lesser of (a) eighteen percent (18%)
per annum or (b) the maximum rate allowed by law until such balance is paid in
full. Nothing contained in this Section 23.5 shall be construed as a limitation
or restriction on (i) Franchisee's obligations under Section 13 which shall
remain in effect pursuant to the terms of Section 13, (ii) the rights or
remedies of Franchisor to recover for any indebtedness owed Franchisor by
Franchisee at the time of such termination, (iii) Franchisor's right to seek
specific performance or other equitable relief with respect to this Agreement,
or (iv) Franchisor's right to recover its reasonable attorneys' fees, court
costs and expenses incurred in enforcing its rights under this Agreement. This
Section 23.5 shall survive termination of this Agreement.

  24.   RIGHTS AND OBLIGATIONS AFTER TERMINATION OR EXPIRATION.

      24.1. PAYMENT OF AMOUNTS OWED. Upon expiration of this Agreement or
termination for any reason, and regardless of any other provision of this
Agreement, all amounts owed to Franchisor or Franchisor's Affiliates, including
but not limited to amounts owed pursuant to this Agreement, and interest due on
any of these amounts shall be immediately due and payable. Franchisee also shall
assist Franchisor with the collection of all accounts receivable due to
Franchisor from the operation of the Franchised Business.

      24.2. MARKS. After termination or expiration of this Agreement, Franchisee
shall:

            (i)     refrain from directly or indirectly, at any time or in any
                    manner, identifying Franchisee or any business as a current
                    or former Remedy franchisee or business;

            (ii)    refrain from using any Marks or any colorable imitation of
                    any Marks or other indicia of a Franchised Business in any
                    manner or for any purpose or use for any purpose any trade
                    name, trade or service mark or other commercial symbol that
                    suggests or indicates a connection or association with
                    Franchisor;

            (iii)   remove and discontinue use of all signs, sign faces,
                    stationery, advertising materials, phone and facsimile
                    numbers, Websites, informational or other brochures, and
                    other materials containing any of the Marks or otherwise
                    identifying or relating to the Franchised Business; and all
                    phone and

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<PAGE>

                    facsimile numbers will be transferred to Franchisor, in each
                    case at its own expense;

            (iv)    take all action necessary or appropriate to cancel all
                    fictitious or assumed name or equivalent registrations
                    relating to Franchisee's use of any of the Marks at its own
                    expense; and

            (v)     furnish to Franchisor within thirty (30) days after the
                    effective date of termination or expiration, evidence
                    satisfactory to Franchisor of Franchisee's compliance with
                    all obligations under this Section 24.

      24.3. CONFIDENTIAL INFORMATION. Upon termination or expiration of this
Agreement, Franchisee shall immediately cease to use any of the Confidential
Information disclosed to Franchisee pursuant to this Agreement. Upon such
termination or expiration, Franchisee shall, at its own expense, immediately
return to Franchisor all Confidential Information and proprietary materials that
Franchisor has provided to Franchisee, including the Remedy Operating Manual.
Franchisee's continued use of any of the Confidential Information or any other
confidential or proprietary materials or information following the expiration of
this Agreement or termination of this Agreement for any reason shall constitute
an unfair method of competition, and will entitle Franchisor to seek injunctive
relief in addition to any other remedies it may have available.

      24.4. CUSTOMER AND ASSOCIATE LISTS. It being recognized and acknowledged
that the customer and associate base of the Franchised Business is derived, in
large part, from its affiliation with Franchisor and from the goodwill
associated with the Marks, it is the intent of the parties to this Agreement
that the customer base of the Franchised Business shall inure to the benefit of
Franchisor and, upon any assignment, expiration or termination of this Agreement
for any reason, Franchisee shall deliver to Franchisor all copies of all
materials in Franchisee's possession which in any way identify the customers or
associates of the Franchised Business. If requested by Franchisor, Franchisee
also shall assist Franchisor with the transition of all Temporary Employees to
Franchisor or to Franchisor's designee, as well as the transition of customers
of the Franchised Business to Franchisor, or Franchisor's designee. Franchisee
shall comply with the provisions of Section 13.2.2 regarding contacting
customers following the assignment, expiration or termination of this Agreement.
Franchisee agrees that any failure by Franchisee to fully comply with this
Section 24.4 shall constitute an unfair method of competition, and will entitle
Franchisor to seek injunctive relief in addition to any other remedies it may
have available.

                                25. ENFORCEMENT.

      25.1. SEVERABILITY AND SUBSTITUTION.

            (i)     Except as expressly provided to the contrary herein, each
                    part of this Agreement shall be severable. If any provision
                    is held invalid, or in conflict with any applicable law or
                    regulation in a final unappealable ruling by a competent
                    court, agency or other tribunal in a proceeding to

                                       45
<PAGE>

                    which Franchisor is a party, the ruling shall not impair or
                    otherwise effect remaining parts of this Agreement that
                    remain enforceable. Any portion held invalid shall be deemed
                    not to be part of this Agreement when the time for appeal
                    expires if Franchisee is a party to such proceeding,
                    otherwise when Franchisee receives notice of non-enforcement
                    of such provision from Franchisor.

            (ii)    To the extent that Sections 13 or 24, relating to
                    trademarks, Confidential Information, non-competition, and
                    non-solicitation, or any part of such sections is
                    unenforceable because of geographical, temporal or
                    subject-matter scope, but could be enforceable by reducing
                    any or all of such scope, such provisions shall be enforced
                    to the fullest extent permissible under applicable laws and
                    public policies.

            (iii)   Franchisee shall satisfy the maximum duty permitted by law
                    under any promise or covenant subsumed within any of this
                    Agreement, that results from reducing any provision, or
                    specification, standard or operating procedure prescribed by
                    Franchisor, or striking from any such provision,
                    specification, standard or operating procedure, any
                    portion(s) that a court holds unenforceable, or orders to be
                    unenforced, in a final decision to which Franchisor is a
                    party, as if the remaining promise or covenant were a
                    separately articulated part of this Agreement. Such
                    modifications to this Agreement shall be effective only in
                    such jurisdiction, unless Franchisor elects to make them
                    applicable in other jurisdictions.

      25.2. WAIVER. Franchisor or Franchisee may unilaterally waive or reduce
any obligation of or restriction upon the other only by a signed written
instrument. Such waiver shall take effect upon delivery of the instrument to the
other or such other date stated in the instrument. Any waiver shall be without
prejudice to the waiving party's other rights and shall be subject to continuing
review.

      25.3. NONWAIVER Franchisor and Franchisee shall not be deemed to waive or
impair the right to demand strict compliance with every term, condition and
covenant in this Agreement, or to declare any breach to be a default and to
terminate this Agreement prior to its expiration, or any other right, power or
option reserved in this Agreement, by virtue of:

            (i)     any custom or practice of the parties that varies from this
                    Agreement's terms;

            (ii)    any failure, refusal or neglect to exercise any right under
                    this Agreement or to insist upon strict compliance with
                    mandatory specifications, standards, operating procedures or
                    other obligations;

            (iii)   any waiver, forbearance, delay, failure or omission to
                    exercise any right, power or option, of the same, similar or
                    different nature, with respect to other franchisees; or

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<PAGE>

            (iv)    acceptance of payments after any breach of this Agreement.

      25.4. FORCE MAJEURE. Neither Franchisor nor Franchisee shall be liable or
deemed to be in breach for loss, damage or failure to perform that results from
any of the following causes. Any delay that results from the following causes
shall extend performance accordingly or excuse performance in whole or in part
as is reasonable. However, such causes shall not excuse payment of amounts due
or owed at the time of such occurrence or payment of amounts due from subsequent
Gross Billings.

            (i)     strikes, inadequate supply of equipment, merchandise,
                    supplies, material or energy, or the voluntary foregoing of
                    the right to acquire or use any of these in order to
                    accommodate or comply with orders, requests, regulations,
                    recommendations or instructions of any government,
                    government department or government agency;

            (ii)    compliance with any law, rule, order, regulation,
                    requirement or instruction of a government agency other than
                    an order, requirement or instruction that arises from a
                    violation of law or this Agreement;

            (iii)   acts of God, war, terrorism, or the public enemy; or

            (iv)    acts or omissions of the other party.

      25.5. SPECIFIC PERFORMANCE AND INJUNCTIVE RELIEF. Nothing in this
Agreement shall prevent Franchisor or Franchisee from obtaining specific
performance of this Agreement and injunctive relief against threatened conduct
that will cause loss or damages, under equity rules, including applicable rules
for obtaining restraining orders and preliminary injunctions. Franchisor shall
be entitled to injunctive relief without bond but upon due notice, in addition
to all further and other relief available at law or equity. Franchisee's sole
remedy upon entry of any injunction shall be dissolution of the injunction, if
warranted, upon hearing.

      25.6. RIGHTS CUMULATIVE. Franchisor and Franchisee's rights under this
Agreement are cumulative. No exercise or enforcement of any right or remedy
shall preclude exercise or enforcement of any other right or remedy that the law
entitles Franchisor or Franchisee to enforce.

      25.7. GOVERNING LAW. This Agreement takes effect upon its acceptance and
execution by Franchisor, and shall be interpreted and construed exclusively
under the laws of the state in which Franchisor maintains its principal place of
business, which laws shall prevail in the event of any conflict of law (without
regard to, and without giving effect to, the application of the state's
choice-of-law rules); provided, however, that if the covenants in Section 13 of
this Agreement would not be enforceable under the laws of the state in which
Franchisor maintains its principal place of business, and the Franchised
Business is located outside of such state, then such covenants shall be
interpreted and construed under the laws of the state in which the Franchised
Business is located. Nothing in this Section 25.7 is intended by the parties to
subject this Agreement to any franchise, business opportunity, consumer
protection, or similar law, rule,

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<PAGE>

or regulation of the state in which Franchisor maintains its principal place of
business to which this Agreement would not otherwise be subject.

      25.8. ARBITRATION. If any claim or controversy arises out of or relates to
this Agreement, or any breach of this Agreement, including, without limitation,
any claim that this Agreement or any portion thereof is invalid, illegal,
voidable or void, the party with such claim or controversy shall notify the
other party in writing and provide reasonable details thereof. The parties shall
endeavor in good faith to resolve such matter within forty-five (45) days after
delivery of the notice. If after such forty-five (45) day period the parties
cannot resolve such dispute, then, except as precluded by applicable law, any
such claim or controversy shall be submitted to arbitration in accordance with
the rules of the American Arbitration Association or any similar successor body,
and judgment upon the award may be entered in any court with jurisdiction
thereof. The preceding sentence shall not limit Franchisor's rights or remedies
in connection with any action in any court of competent jurisdiction for
injunctive or other provisional relief that Franchisor deems necessary or
appropriate to compel Franchisee to comply with Franchisee's obligations under
this Agreement or to protect the Marks. Each party shall appoint one arbitrator,
and the two arbitrators so appointed shall agree upon a third arbitrator to act
as chairman. If a party fails to appoint an arbitrator within thirty (30) days
from the date upon which the claimant's request for arbitration is communicated
to the other party or, if the two appointed arbitrators fail to nominate the
chairman within thirty (30) days from the date of appointment of the later
appointed arbitrator, such arbitrator shall be selected by the American
Arbitration Association or successor body. The award of the arbitrators shall
include an award of reasonable attorneys' fees and costs to the prevailing
party, and shall be final. The parties agree to waive their right to any form of
appeal, to the greatest extent allowed by law, and to share equally the fees and
expenses of the arbitrators. Unless applicable law requires otherwise,
arbitration shall occur in the State and county in which Franchisor has its
principal place of business at the time the proceeding is commenced. This
arbitration provision shall be self executing. If a party fails to appear at any
properly noticed arbitration proceeding, an award may be entered against such
party regardless of such failure to appear.

      25.9. BINDING EFFECT. This Agreement shall inure to the benefit of and
shall bind the parties and their executors, administrators, heirs, assigns, and
successors in interest.

      25.10. MODIFICATION. Except as expressly provided in Sections 23.5 and
25.1, the parties may modify this Agreement only by written instrument signed by
the parties.

      25.11. CONSTRUCTION.

            (i)     The preambles and exhibit(s) are part of this Agreement.
                    This Agreement is the parties' entire agreement with respect
                    to its subject matter. There are no other prior or
                    contemporaneous oral or written understandings or agreements
                    between the parties relating to the subject matter of this
                    Agreement, and Franchisee expressly acknowledges that it is
                    not relying on any oral or written representations of
                    Franchisor, except as expressly set forth herein.

                                       48
<PAGE>

            (ii)    Nothing in this Agreement shall confer any right or remedy
                    upon any third person or legal entity not a party to this
                    Agreement.

            (iii)   Except when this Agreement expressly requires Franchisor to
                    reasonably approve or not unreasonably withhold approval of
                    any action or request by Franchisee, Franchisor shall have
                    the right to refuse any request by Franchisee or to withhold
                    approval of any action by Franchisee.

            (iv)    Headings in this Agreement are for convenience only.
                    Headings do not define, limit or construe the contents of
                    sections.

            (v)     If two or more persons are Franchisee under this Agreement
                    regardless of whether they are partners or joint venturers
                    or in another capacity or relation, their obligations shall
                    be joint and several.

            (vi)    If Franchisee or a transferee is a corporation, company, or
                    partnership, then the terms "FRANCHISEE," "OWNER," and
                    "TRANSFEREE" mean, unless expressly made applicable to all
                    shareholders, members or partners, any person who owns of
                    record or beneficially ten percent (10%) or more of the
                    equity or control of Franchisee.

            (vii)   Franchisor and Franchisee are sophisticated parties acting
                    on the advice of competent legal counsel in entering into
                    this Agreement. Thus, Franchisee agrees that any common law
                    or statutory provision providing that an ambiguous or
                    uncertain term will be construed against the drafting party
                    is waived and shall not apply to the construction of this
                    Agreement.

            (viii)  The use of the word "including" shall mean "including
                    without limitation" throughout this Agreement.

            (ix)    References to "Section" shall mean Sections of this
                    Agreement.

      25.12. ATTORNEYS' FEES AND EXPENSES. Should any party hereto commence any
action or proceeding for the purpose of enforcing or preventing the breach of
any provision hereof, whether by arbitration, judicial or quasi-judicial action
or otherwise or any appeal therefrom or for damages for any alleged breach of
any provision hereof or for a declaration of such party's rights or obligations
hereunder, then the prevailing party shall be reimbursed by the losing party for
all costs and expenses incurred in connection therewith, including, but not
limited to, reasonable attorney's fees for the services (including all appeals)
rendered to such prevailing party, court costs, and expert witness fees.

                            26. NOTICES AND PAYMENTS.

      Written notices and reports that this Agreement or the Remedy Operating
Manual permit or require to be delivered shall be deemed so delivered (i) when
delivered by hand, (ii) one (1) business day after transmission by telegraph or
facsimile with confirmation of delivery, (iii) three

                                       49
<PAGE>

(3) business days after placement in the United States Mail by registered or
certified mail, return receipt requested, postage prepaid, or (ii) one (1)
business day after delivery to a nationally recognized overnight courier which
maintains records of delivery, in each case addressed to the party to be
notified at the address set forth below:

      If to Franchisor:

              Remedy Intelligent Staffing, Inc.
              101 Enterprise
              Aliso Viejo, California 92656
              Attention:  President, Franchise Division
              Fax:  (949) 425-7800

              with a copy to:

              Remedy Intelligent Staffing, Inc.
              101 Enterprise
              Aliso Viejo, California 92656
              Attention: Legal Department
              Fax:  (949) 425-7814

      If to Franchisee:

              __________________________________

              __________________________________

              __________________________________

              __________________________________

              Fax: _____________________________

      or its most current principal business address of which the notifying
party has been notified. Payments and reports required by this Agreement shall
be directed to Franchisor at the address set forth in this Section or at the
address of which Franchisor from time to time notifies Franchisee, or to such
other persons and places as Franchisor may from time to time direct. Any
required payment or report not actually received by Franchisor during regular
business hours on the date due or postmarked by postal authorities at least two
(2) days prior to the date due shall be deemed delinquent.

                              27. ACKNOWLEDGMENTS.

      27.1. ACKNOWLEDGEMENTS. Franchisee acknowledges that it has conducted an
independent investigation of the business franchised hereunder, recognizes that
the business

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<PAGE>

venture contemplated by this Agreement involves business risks, and that its
success will be largely dependent upon the ability of Franchisee and if a
corporation or a partnership or other business organization, its owners as
independent businesspersons.

      27.2. RECEIPT OF DOCUMENTS. Franchisee acknowledges that it received a
copy of this Agreement, the exhibit(s) hereto, and agreements relating hereto,
if any, with all of the blank lines therein filled in, at least five (5)
business days prior to the date on which this Agreement was executed. Franchisee
further acknowledges that it received the uniform franchise offering circular in
the form, and within the time period, required by the Federal Trade Commission
Franchise Rule.

      27.3. REPRESENTATIONS AND WARRANTIES. Each of Franchisee and its
principals hereby jointly and severally represent and warrant to Franchisor
that: (i) no representation, promise, warranty or guaranty has been made, and
neither Franchisee nor any of its affiliates has relied on any statement made by
Franchisor or its Affiliates (or any of their respective employees, directors,
officers, agents or salespersons), as to (a) the future or past income,
expenses, sales volume or potential profitability, earnings or income of the
Franchised Business or any other franchised or company-owned business or (b)
Franchisor's or its Affiliates' anticipated income, earnings and growth or that
of the System; (ii) before executing this Agreement, Franchisee had the
opportunity to contact existing franchise businesses of its choosing; (iii) it
has been advised to, and given the opportunity to, independently investigate,
analyze and construe the business opportunity being offered under this
Agreement, the prospects for such business and the terms and provisions of this
Agreement, using the services of legal counsel, accountants or other advisers of
Franchisee's own choosing; (iv) it has either consulted with these advisors or
has deliberately declined to do so; (v) is aware of the Non-Mark Businesses
currently conducted by Franchisor's affiliates and understands that such
Non-Mark Businesses may be operated within the Territory; (vi) it has carefully
considered the nature and extent of the restrictions upon it (including, without
limitation, the covenants not to compete, not to solicit employees or customers,
and the restrictions on assignment set forth in this Agreement) and Franchisee's
rights and remedies conferred under this Agreement and acknowledges that these
restrictions, rights and remedies are (1) fair and reasonable, including, but
not limited to, their term and geographic scope; (2) designed to preclude
competition which would be unfair to Franchisor; (3) fully required to protect
Franchisor's legitimate business interests; and (4) do not confer benefits upon
Franchisor that are disproportionate to Franchisee's detriment; (vii) all
information set forth in all applications, financial statements and submissions
to Franchisor are true, complete and accurate in all respects, neither
Franchisee nor any of its principals have made any untrue statement of any
material fact nor omitted to state any material fact in any such documents and
submissions, and Franchisee expressly acknowledges that Franchisor is relying on
the truthfulness, completeness and accuracy of such information; and (viii)
neither Franchisee nor any of its principals have any direct or indirect legal
or beneficial interest in any business that may be deemed a competitive
business, except as otherwise completely and accurately disclosed in its
franchise application materials. Franchisee has a continuing obligation to
advise Franchisor of any material changes in any of such documents and
submissions and in any representations made to Franchisor in this Agreement or
in the franchise application process.

                                       51
<PAGE>

      27.4. TERRORISM LAWS. Franchisee agrees to comply with and/or to assist
Franchisor to the fullest extent possible in Franchisor's efforts to comply with
Terrorism Laws. In connection with such compliance, Franchisee certifies,
represents, and warrants that none of Franchisee's property or interests is
subject to being "blocked" under any of the Terrorism Laws. Any violation of the
Terrorism Laws by Franchisee or its employees, or any "blocking" of Franchisee's
assets under the Terrorism Laws shall constitute grounds for immediate
termination of this Agreement and any other Agreement Franchisee has entered
with Franchisor or its Affiliates, in accordance with Section 23.2(xiv).

      27.5. NO OTHER OBLIGATIONS. Each party represents and warrants to the
others that there are no other agreements, court orders, or any other legal
obligations that would preclude or in any manner restrict such party from: (a)
negotiating and entering into this Agreement; (b) exercising its rights under
this Agreement; and/or (c) fulfilling its responsibilities under this Agreement.

      27.6. MODIFICATION OF OFFERS. Franchisee acknowledges and agrees that
Franchisor may modify its franchises to other franchisees in any manner and at
any time, which offers and agreements have or may have terms, conditions, and
obligations that may differ from the terms, conditions, and obligations in this
Agreement.

      27.7. BUSINESS JUDGMENT. Franchisee understands and agrees that Franchisor
may operate and change the System and its business in any manner that is not
expressly and specifically prohibited by this Agreement. Whenever Franchisor has
expressly reserved in this Agreement or is deemed to have a right and/or
discretion to take or withhold an action, or to grant or decline to grant
Franchisee a right to take or withhold an action, except as otherwise expressly
and specifically provided in this Agreement, Franchisor may make such decision
or exercise its right and/or discretion on the basis of Franchisor's judgment of
what is in Franchisor's best interests, including without limitation
Franchisor's judgment of what is in the best interests of the franchise network,
at the time Franchisor's decision is made or its right or discretion is
exercised, without regard to whether: (1) other reasonable alternative decisions
or actions, or even arguably preferable alternative decisions or actions, could
have been made by Franchisor; (2) Franchisor's decision or the action taken
promotes Franchisor's financial or other individual interest; (3) Franchisor's
decision or the action it takes applies differently to Franchisee and one or
more other franchisees or Franchisor's company-owned or Affiliate-owned
operations; or (4) Franchisor's decision or the exercise of its right or
discretion is adverse to Franchisee's interests. In the absence of an applicable
statute, Franchisor will have no liability to Franchisee for any such decision
or action. Franchisor and Franchisee intend that the exercise of Franchisor's
right or discretion will not be subject to limitation or review. If applicable
law implies a covenant of good faith and fair dealing in this Agreement,
Franchisor and Franchisee agree that such covenant shall not imply any rights or
obligations that are inconsistent with a fair construction of the terms of this
Agreement and that this Agreement grants Franchisor the right to make decisions,
take actions and/or refrain from taking actions not inconsistent with
Franchisee's rights and obligations hereunder.

      27.8. CONSULTATION. Franchisee acknowledges that it has read and
understood this Agreement, the exhibits hereto, and agreements relating thereto,
if any, and that Franchisor

                                       52
<PAGE>

has accorded Franchisee ample time and opportunity to consult with advisors of
Franchisee's own choosing about the potential benefits and risks of entering
into this Agreement.

      27.9. MULTIPLE ORIGINALS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. This Agreement shall
become effective and binding immediately upon its execution by all signatories.

                            [Signature page follows]

                                       53
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the day and year first written above.

"FRANCHISOR"                              "FRANCHISEE"

REMEDY INTELLIGENT STAFFING, INC.         ____________________________________

By: __________________________________    By: ________________________________

Name: ________________________________    Name: ______________________________

Title: ________________________________   Title: _____________________________

                                       54
<PAGE>

                                    EXHIBIT A
                                       TO
                               FRANCHISE AGREEMENT

                               FRANCHISE LOCATIONS

<PAGE>

                                    EXHIBIT B
                                       TO
                               FRANCHISE AGREEMENT

                                    TERRITORY

<PAGE>

                                    EXHIBIT C
                                       TO
                               FRANCHISE AGREEMENT

                          MINIMUM PERFORMANCE STANDARDS

<PAGE>

                          MINIMUM PERFORMANCE STANDARDS
                                  PER TERRITORY

The Minimum Performance Standards listed below are measured in terms of Adjusted
Gross Margin Dollars generated by the Franchised Business for each Territory.
These Minimum Performance Standards are based on the Calculation Year and
whether the Franchised Business offers only one of General Clerical Employment
Services or General Light Industrial Employment Services or both such service
lines.

<TABLE>
<CAPTION>
                         ANNUAL ADJUSTED GROSS MARGIN DOLLARS
              ----------------------------------------------------------
                  SINGLE SERVICE LINE         COMBINED SERVICE LINE
CALCULATION         General Clerical            General Clerical
   YEAR       OR General Light Industrial  AND General Light Industrial
-----------   ---------------------------  ----------------------------
<S>           <C>                          <C>
Year 1                  $150,000                        $185,000
Year 2 - 3              $300,000                        $375,000
Year 4 - 6              $360,000                        $450,000
Year 7+                 $400,000                        $500,000
</TABLE>

                                       2
<PAGE>

                                    EXHIBIT D
                                       TO
                               FRANCHISE AGREEMENT

                    OFFICE DEVELOPMENT REQUIREMENTS SCHEDULE

<PAGE>

                                    EXHIBIT E
                                       TO
                               FRANCHISE AGREEMENT

                          GUARANTY, INDEMNIFICATION AND

                                ACKNOWLEDGMENTS

<PAGE>

                 GUARANTEE, INDEMNIFICATION, AND ACKNOWLEDGMENTS

      As an inducement to Remedy Intelligent Staffing, Inc., a California
corporation ("FRANCHISOR") to execute the Remedy Intelligent Staffing, Inc.
Franchise Agreement between Franchisor and ("FRANCHISEE"), dated , 200 (the
"AGREEMENT"), the undersigned, jointly and severally, hereby unconditionally
guarantee to Franchisor and Franchisor's successors and assigns that all of
Franchisee's monetary and other obligations under the Agreement will be
punctually paid and performed.

A.    GUARANTEE

      Upon demand by Franchisor, the undersigned each hereby jointly and
severally agree to immediately make each payment required of Franchisee under
the Agreement and waive any right to require Franchisor to: (a) proceed against
Franchisee for any payment required under the Agreement; (b) proceed against or
exhaust any security from Franchisee; (c) pursue or exhaust any remedy,
including any legal or equitable relief, against Franchisee; or (d) give notice
of demand for payment by Franchisee. Without affecting the obligations of the
undersigned under this Guarantee, Indemnification and Acknowledgements,
Franchisor may, without notice to the undersigned, extend, modify, or release
any indebtedness or obligation of Franchisee, or settle, adjust, or compromise
any claims against Franchisee, and the undersigned each hereby jointly and
severally waive notice of same and agree to remain and be bound by any and all
such amendments and changes to the Agreement.

B.    INDEMNIFICATION

      The undersigned each hereby jointly and severally agree to defend,
indemnify and hold Franchisor harmless against any and all losses, damages,
liabilities, costs, and expenses (including, but not limited to, reasonable
attorney's fees, reasonable costs of financial and other investigation, court
costs, and fees and expenses) resulting from, consisting of, or arising out of
or in connection with any breach of this Agreement by Franchisee or any failure
by Franchisee to perform any obligation of Franchisee under the Agreement, any
amendment thereto, or any other agreement executed by Franchisee referred to
therein.

C.    ACKNOWLEDGEMENTS

      The undersigned each hereby jointly and severally acknowledge and
expressly agree to be individually bound by all of the covenants contained in
Sections 9.5.1 (the Remedy operating manual), 13 (confidentiality and
non-competition) and 24 (post termination and expiration obligations) of the
Agreement, and acknowledge and agree that this Guarantee, Indemnification and
Acknowledgements does not grant the undersigned any right to use the "Remedy"
marks or system licensed to Franchisee under the Agreement.

D.    MISCELLANEOUS

      This Guarantee, Indemnification and Acknowledgements shall terminate upon
the termination or expiration of the Agreement, except that all obligations and
liabilities of the undersigned which arose from events which occurred on or
before the effective date of such termination shall remain in full force and
effect until satisfied or discharged by the undersigned, and all covenants which
by their terms continue in force after the expiration or termination of the
Agreement shall remain in force according to their terms. Upon the death of an
individual guarantor, the estate of such guarantor shall be bound by this
Guarantee, Indemnification and

<PAGE>

Acknowledgements, but only for defaults and obligations hereunder existing at
the time of death; and the obligations of the other guarantors will continue in
full force and effect.

      Unless specifically stated otherwise, the terms used in this Guarantee,
Indemnification and Acknowledgements shall have the same meaning as in the
Agreement, and shall be interpreted and construed in accordance with Section 25
of the Agreement. This Guarantee, Indemnification and Acknowledgements shall be
interpreted and construed under the laws of the State in which Franchisor
maintains its principal place of business, which laws shall prevail in the event
of any conflict of law (without regard to, and without giving effect to, the
application of the state's choice-of-law rules); provided, however, that if the
covenants in Section 13 of the Agreement would not be enforceable under the laws
of the state in which Franchisor maintains its principal place of business, and
Franchisee is located outside of such state, then such covenants shall be
interpreted and construed under the laws of the state in which Franchisee
maintains its principal place of business.

      IN WITNESS WHEREOF, each of the undersigned has signed this Guarantee,
Indemnification and Acknowledgements as of the date of the Agreement.

                               GUARANTOR(S)/INDEMNITOR(S)/ACKNOWLEDGEE(S)

(Seal)
                               Signed: _________________________________________
                                           (In his/her individual capacity)

                               Name: ___________________________________________

                               Address: ________________________________________

(Seal)
                               Signed: _________________________________________
                                           (In his/her individual capacity)

                               Name: ___________________________________________

                               Address: ________________________________________

(Seal)
                               Signed: _________________________________________
                                           (In his/her individual capacity)

                               Name: ___________________________________________

                               Address: ________________________________________

                               _________________________________________________

<PAGE>

                                    EXHIBIT F
                                       TO
                               FRANCHISE AGREEMENT

                           SOFTWARE LICENSE AGREEMENT

<PAGE>

                                    EXHIBIT G
                                       TO
                               FRANCHISE AGREEMENT

                              GROSS MARGIN SCHEDULE

<PAGE>

      Subject to the terms and conditions of Section 5.6, the Gross Margin
Schedule shall be as follows:

<TABLE>
<CAPTION>
                                                 FRANCHISEE'S   FRANCHISOR'S
 TIER      ADJUSTED GROSS   MARGIN DOLLAR RANGE      SPLIT         SPLIT
-------    --------------   -------------------  ------------   ------------
<S>        <C>              <C>                  <C>            <C>
Tier 1       $       -          $  249,999            60%           40%
Tier 2         250,000             399,999            61%           39%
Tier 3         400,000             549,999            62%           38%
Tier 4         550,000             674,999            63%           37%
Tier 5         675,000             799,999            64%           36%
Tier 6         800,000             899,999            65%           35%
Tier 7         900,000             999,999            66%           34%
Tier 8       1,000,000           1,099,999            67%           33%
Tier 9       1,100,000           1,249,999            68%           32%
Tier 10      1,250,000           1,399,999            69%           31%
Tier 11      1,400,000           and above            70%           30%
</TABLE>
</TEXT>
</DOCUMENT>
