FRANCHISE AGREEMENT

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                                                                   EXHIBIT 10.47

                               FRANCHISE AGREEMENT

                                 BY AND BETWEEN

                        REMEDY INTELLIGENT STAFFING, INC.

                                       AND

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

                                      DATED

                               __________ __, 20__

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                                TABLE OF CONTENTS

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                                                                                  PAGE
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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
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23. TERMINATION.                                                                    41

24. RIGHTS AND OBLIGATIONS AFTER TERMINATION OR EXPIRATION.                         44

25. ENFORCEMENT.                                                                    45

26. NOTICES AND PAYMENTS.                                                           49

27. ACKNOWLEDGMENTS.                                                                50
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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

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                        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.

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      "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.

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      "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

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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.

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      "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,

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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

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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

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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);

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            (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

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<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,

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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

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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,

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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