Work International Corp Sample Contracts

Work International Corp – STOCK GRANT AGREEMENT (August 25th, 1998)

EXHIBIT 10.7 AMENDED EMPLOYMENT AND STOCK GRANT AGREEMENT THIS AMENDED EMPLOYMENT AND STOCK GRANT AGREEMENT (this "Agreement") is executed as of August 24, 1998 to be effective as of May 15, 1998, between Work International Corporation, a Texas corporation (the "Company"), and Michael Hlinak, an individual residing in Houston, Texas (the "Executive"). However, the provisions of new Section 3.6 are effective as of August 24, 1998. RECITALS WHEREAS, the Company has been formed to acquire companies engaged in the business of temporary staffing and outsourcing services, human resource management and technology project management; and WHEREAS, the Company wishes to employ the Executive, and the Executive is willing to accept employment, on the terms and conditions of this Agreement;

Work International Corp – FUNDING AGREEMENT (August 25th, 1998)

EXHIBIT 10.19 FUNDING AGREEMENT FUNDING AGREEMENT (the "Agreement") dated as of July 2, 1998, between WORK INTERNATIONAL CORPORATION (the "Company"), and BOLLARD GROUP, L.L.C., a Texas limited liability company ("Bollard"). W I T N E S S E T H: WHEREAS, the Company proposes to acquire a number of companies in the staffing and information technology business (the "Business") for various combinations of cash and common stock of the Company (the "Proposed Acquisitions") simultaneously with, and conditioned upon, the successful completion of an initial underwritten public offering of the Company's common stock (the "IPO"); and WHEREAS, the Company desires to obtain a commitment from Bollard for up to $500,000 of debt financing to pay certain expenses which the Company expects to incur up to the time of the closing of the IPO; NOW, THE

Work International Corp – INDEMNIFICATION AGREEMENT (August 25th, 1998)

EXHIBIT 10.2 (Form of Officers and Directors Indemnification Agreement) INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made as of this __ day August, 1998, by and between WORK International Corporation, a Texas corporation (the "Company"), and _____________ ("Indemnitee"). Whereas, the Company and Indemnitee recognize the increasing difficulty in obtaining directors' and officers' liability insurance, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance; Whereas, the Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting officers and directors to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited; Whereas, Indemnitee does not reg

Work International Corp – 1998 INCENTIVE PLAN (August 25th, 1998)

EXHIBIT 10.1 WORK INTERNATIONAL CORPORATION 1998 INCENTIVE PLAN (As Effective August 21, 1998) WORK INTERNATIONAL CORPORATION 1998 INCENTIVE PLAN SECTION 1 GENERAL PROVISIONS RELATING TO PLAN GOVERNANCE, COVERAGE AND BENEFITS 1.1 PURPOSE The purpose of the Plan is to foster and promote the long-term financial success of WORK International Corporation (the "Company") and its Subsidiaries and to increase stockholder value by: (a) encouraging the commitment of selected key Employees, Consultants and Outside Directors, (b) motivating superior performance of key Employees, Consultants and Outside Directors by means of long-term performance related incentives, (c) encouraging and providing key

Work International Corp – AGREEMENT AND PLAN OF REORGANIZATION (July 10th, 1998)

EXHIBIT 2.13 ________________________________________________________________________________ AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF JULY 10, 1998 AMONG WORK INTERNATIONAL CORPORATION, PCN ACQUISITION, INC., PROFESSIONAL CONSULTING NETWORK, INC., ITS STOCKHOLDERS, AND ITS PROSPECTIVE STOCKHOLDERS ________________________________________________________________________________ AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of July 10, 1998 among WORK INTERNATIONAL CORPORATION, a Texas corporation ("WORK"), PCN ACQUISITION, INC., a California corporat

Work International Corp – AGREEMENT AND PLAN OF REORGANIZATION (July 10th, 1998)

EXHIBIT 2.12 ________________________________________________________________________________ AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF JULY 10, 1998 AMONG WORK INTERNATIONAL CORPORATION, LRI ACQUISITION, INC., LAW RESOURCES, INC. AND ITS STOCKHOLDERS ________________________________________________________________________________ AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of July 10, 1998, among WORK INTERNATIONAL CORPORATION, a Texas corporation ("WORK"), LRI ACQUISITION, INC., a District of Columbia corporation and a wholly owned subsidiary of WORK ("Newco"), LAW RES

Work International Corp – EMPLOYMENT AGREEMENT (July 10th, 1998)

EXHIBIT 10.6 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into effective as of November 15, 1997, between Work International Corporation, a Texas corporation (the "Company"), and Monte R. Stephens, an individual residing in Houston, Texas (the "Executive"). RECITALS WHEREAS, the Company has been formed to acquire companies engaged in the business of temporary staffing and outsourcing services, human resource management and technology project management; and WHEREAS, the Company wishes to employ the Executive, and the Executive is willing to accept employment, on the terms and conditions of this Agreement; AGREEMENT NOW, THEREFORE, in consideration of the Company employing the Executive and the mutual promises and covenants set forth herein, and for other g

Work International Corp – AGREEMENT AND PLAN OF REORGANIZATION (July 10th, 1998)

EXHIBIT 2.2 -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF JULY 10, 1998 AMONG WORK INTERNATIONAL CORPORATION, BAI ACQUISITION, INC., BOTAL ASSOCIATES, INC. AND ITS STOCKHOLDERS -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF REORGANIZATION ------------------------------------ THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of July 10, 1998, among WORK INTERNATIONAL CORPORATION, a Texas corporation ("WORK"), BAI ACQUISITION, INC., a New York corporation and

Work International Corp – AGREEMENT AND PLAN OF REORGANIZATION (July 10th, 1998)

EXHIBIT 2.4 ----------------------------------------------------------------------- AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF JULY 10, 1998 AMONG WORK INTERNATIONAL CORPORATION, ACC ACQUISITION, INC., ACCESS STAFFING, INC., AND ITS STOCKHOLDERS ----------------------------------------------------------------------- AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of July 10, 1998, among WORK INTERNATIONAL CORPORATION, a Texas corporation ("WORK"), ACC ACQUISITION, INC., a California corporation and a wholly owned subsidiary of WORK ("Newco"), ACCESS STAFFING, IN

Work International Corp – AGREEMENT AND PLAN OF REORGANIZATION (July 10th, 1998)

EXHIBIT 2.21 -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF JULY 10, 1998 AMONG WORK INTERNATIONAL CORPORATION, WSI ACQUISITION, INC., WSI PERSONNEL SERVICES, INC. AND ITS STOCKHOLDERS -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of July 10, 1998, among WORK INTERNATIONAL CORPORATION, a Texas corporation ("WORK"), WSI ACQUISITION, INC., a Colorado corporation and a wholly-owned subsidiary of WORK ("Newco"), WSi

Work International Corp – AGREEMENT AND PLAN OF REORGANIZATION (July 10th, 1998)

EXHIBIT 2.10 -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF JULY 10, 1998 AMONG WORK INTERNATIONAL CORPORATION, CSSI ACQUISITION, INC., CORELINK STAFFING SERVICES, INC., AND ITS STOCKHOLDERS -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of July 10, 1998, among WORK INTERNATIONAL CORPORATION, a Texas corporation ("WORK"), CSSI ACQUISITION, INC., a California corporation and a wholly owned subsidiary of W

Work International Corp – EMPLOYMENT AGREEMENT (July 10th, 1998)

EXHIBIT 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into effective as of December 6, 1997, between Work International Corporation, a Texas corporation (the "Company"), and Mark Walz, an individual residing in Houston, Texas (the "Executive"). RECITALS WHEREAS, the Company has been formed to acquire companies engaged in the business of temporary staffing and outsourcing services, human resource management and technology project management; and WHEREAS, the Company wishes to employ the Executive, and the Executive is willing to accept employment, on the terms and conditions of this Agreement; AGREEMENT NOW, THEREFORE, in consideration of the Company employing the Executive and the mutual promises and covenants set forth herein, and for other good and v

Work International Corp – AGREEMENT AND PLAN OF REORGANIZATION (July 10th, 1998)

EXHIBIT 2.3 -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF JULY 10, 1998 AMONG WORK INTERNATIONAL CORPORATION, AIM ACQUISITION, INC., AIM STAFFING, INC., AND ITS SOLE STOCKHOLDER -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of July 10, 1998, among WORK INTERNATIONAL CORPORATION, a Texas corporation ("WORK"), AIM ACQUISITION, INC., a California corporation and a wholly owned subsidiary of WORK ("Newco"), AIM STAF

Work International Corp – EMPLOYMENT AGREEMENT (July 10th, 1998)

EXHIBIT 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into effective as of September 30, 1997, between Work International Corporation, a Texas corporation (the "Company"), and Samuel R. Sacco, an individual residing in Burke, Virginia (the "Executive"). RECITALS WHEREAS, the Company has been formed to acquire companies engaged in the business of temporary help staffing and outsourcing services, human resource management and technology project management; and WHEREAS, the Company wishes to employ the Executive, and the Executive is willing to accept employment, on the terms and conditions of this Agreement; AGREEMENT NOW, THEREFORE, in consideration of the Company employing the Executive and the mutual promises and covenants set forth herein, and for othe

Work International Corp – AGREEMENT AND PLAN OF REORGANIZATION (July 10th, 1998)

EXHIBIT 2.9 -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF JULY 10, 1998 AMONG WORK INTERNATIONAL CORPORATION, CPA ACQUISITION, INC., CORE PERSONNEL OF ARLINGTON, INC. AND ITS STOCKHOLDERS -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of July 10, 1998, among WORK INTERNATIONAL CORPORATION, a Texas corporation ("WORK"), CPA ACQUISITION, INC., a Virginia corporation and a wholly owned subsidiary of WORK ("Newco"), CORE PERSON

Work International Corp – CONSULTING AGREEMENT (July 10th, 1998)

EXHIBIT 10.17 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this "Agreement") is made and entered into effective as of the 1st day of April, 1998 between WORK International Corporation, a Texas corporation (the "Company"), and the Bollard Group, LLC (the "Consultant"). W I T N E S S E T H: WHEREAS, the Company desires to engage the Consultant and the Consultant desires to perform consulting services for the Company. NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Consultant hereby agree as follows: 1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms have the meanings prescribed below: AFFILIATE when used to indicate a relation

Work International Corp – AGREEMENT AND PLAN OF REORGANIZATION (July 10th, 1998)

EXHIBIT 2.16 ________________________________________________________________________________ AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF JULY 10, 1998 AMONG WORK INTERNATIONAL CORPORATION, SPS ACQUISITION, INC., SPARKS PERSONNEL SERVICES, INC., ITS SOLE STOCKHOLDER AND ITS PROSPECTIVE STOCKHOLDER ________________________________________________________________________________ AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of July 10, 1998, among WORK INTERNATIONAL CORPORATION, a Texas corporation ("WORK"), SPS ACQUISITION, INC., a Maryland corporation

Work International Corp – EMPLOYMENT AGREEMENT (July 10th, 1998)

EXHIBIT 10.9 EXECUTION COPY Employment Agreement Between Sparks Personnel Services, Inc. and Stephen M. Sparks EMPLOYMENT AGREEMENT THIS AGREEMENT dated as of July 10, 1998, between Sparks Personnel Services, Inc., a Maryland corporation (the "Company"), and Stephen M. Sparks, a resident of Potomac, Maryland (the "Executive"), W I T N E S S E T H: WHEREAS, on the date of this Agreement, the Company, Work International Corporation, a Texas corporation ("WORK"), SPS Acquisition, Inc., a Maryland corporation and a wholly owned subsidiary of WORK (the "Merger Subsidiary"), and the stockholders of the Company, including t

Work International Corp – EMPLOYMENT AGREEMENT (July 10th, 1998)

EXHIBIT 10.14 EXECUTION COPY Employment Agreement Between Smith Hanley Associates, Inc. and Thomas A. Hanley EMPLOYMENT AGREEMENT THIS AGREEMENT dated as of July 10, 1998, between Smith Hanley Associates, Inc., a New York corporation (the "Company"), and Thomas A. Hanley, a resident of New Canaan, Connecticut (the "Executive"), W I T N E S S E T H: WHEREAS, on the date of this Agreement, the Company, Work International Corporation, a Texas corporation ("WORK"), SHA Acquisition, Inc., a New York corporation and a wholly owned subsidiary of WORK (the "Merger Subsidiary"), and the stockholders of the Company, includin

Work International Corp – AGREEMENT AND PLAN OF REORGANIZATION (July 10th, 1998)

EXHIBIT 2.19 -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF JULY 10, 1998 AMONG WORK INTERNATIONAL CORPORATION, TMI ACQUISITION, INC., TASK MANAGEMENT, INC. AND ITS STOCKHOLDERS -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of July 10, 1998, among WORK INTERNATIONAL CORPORATION, a Texas corporation ("WORK"), TMI ACQUISITION, INC., a Connecticut corporation and a wholly owned subsidiary of WORK ("Newco"), TASK MA

Work International Corp – REGISTRATION RIGHTS AGREEMENT (July 10th, 1998)

EXHIBIT 4.2 EXHIBIT 1.02-A REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of __________________, 1998, among Work International Corporation, a Texas corporation ("WORK"), and each person listed on the signature pages of this Agreement under the caption "Stockholders" (each a "Stockholder" and, collectively, the "Stockholders"). WHEREAS, pursuant to various acquisition agreements entered into with WORK (collectively, the "Acquisition Agreements"), each of the Stockholders has received on the date hereof shares of common stock, par value $.001 per share, of WORK ("Common Stock"); and WHEREAS, in order to induce the Stockholders to enter into their respective Acquisition Agreements, WORK has agreed to provide registration rights on

Work International Corp – AGREEMENT AND PLAN OF REORGANIZATION (July 10th, 1998)

EXHIBIT 2.15 ________________________________________________________________________________ AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF JULY 10, 1998 AMONG WORK INTERNATIONAL CORPORATION, SHCG ACQUISITION, INC., SMITH HANLEY CONSULTING GROUP, INC. AND ITS STOCKHOLDERS ________________________________________________________________________________ AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of July 10, 1998, among WORK INTERNATIONAL CORPORATION, a Texas corporation ("WORK"), SHCG ACQUISITION, INC., a Connecticut corporation and a wholly-owned subsidiary of WORK ("Newco"), S

Work International Corp – AGREEMENT AND PLAN OF REORGANIZATION (July 10th, 1998)

EXHIBIT 2.7 -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF JULY 10, 1998 AMONG WORK INTERNATIONAL CORPORATION, CHPI ACQUISITION, INC., CONTRACT HEALTH PROFESSIONALS INC. AND ITS STOCKHOLDERS -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of July 10, 1998, among WORK INTERNATIONAL CORPORATION, a Texas corporation ("WORK"), CHPI ACQUISITION, INC., a Florida corporation and a wholly owned subsidiary of WORK ("Newco"), CONT

Work International Corp – EMPLOYMENT AGREEMENT (July 10th, 1998)

EXHIBIT 10.10 EXECUTION COPY Employment Agreement Between TOSI Placement Services, Inc. and Gilbert Rosen EMPLOYMENT AGREEMENT THIS AGREEMENT dated as of July 10, 1998, between TOSI Placement Services, Inc., a Ontario corporation (the "Company"), and Gilbert Rosen, a resident of Toronto, Ontario, Canada (the "Executive"), W I T N E S S E T H: WHEREAS, on the date of this Agreement, the Company, Work International Corporation, a Texas corporation ("WORK"), 1296209 Ontario, Inc. Acquisition, Inc., a Ontario corporation and a wholly owned subsidiary of WORK (the "Merger Subsidiary"), and the stockholders of the Compa

Work International Corp – EMPLOYMENT AGREEMENT (July 10th, 1998)

EXHIBIT 10.12 EXECUTION COPY Employment Agreement Between CoreLink Staffing Services, Inc. and John Haesler EMPLOYMENT AGREEMENT THIS AGREEMENT dated as of July 10, 1998, between CoreLink Staffing Services, Inc., a California corporation (the "Company"), and John Haesler, a resident of Irvine, California (the "Executive"), W I T N E S S E T H: WHEREAS, on the date of this Agreement, the Company, Work International Corporation, a Texas corporation ("WORK"), CSSI Acquisition, Inc., a California corporation and a wholly owned subsidiary of WORK (the "Merger Subsidiary"), and the stockholders of the Company, including

Work International Corp – AGREEMENT AND PLAN OF REORGANIZATION (July 10th, 1998)

EXHIBIT 2.5 -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF JULY 10, 1998 AMONG WORK INTERNATIONAL CORPORATION, BT ACQUISITION, INC., BENETEMPS, INC. AND ITS SOLE STOCKHOLDER -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of July 10, 1998, among WORK INTERNATIONAL CORPORATION, a Texas corporation ("WORK"), BT ACQUISITION, INC., a New Hampshire corporation and a wholly owned subsidiary of WORK

Work International Corp – EMPLOYMENT AGREEMENT (July 10th, 1998)

EXHIBIT 10.15 EXECUTION COPY Employment Agreement Between ------------------------ and ------------------------ EMPLOYMENT AGREEMENT THIS AGREEMENT dated as of July ____, 1998, between _________________, a _________________ corporation (the "Company"), and ____________________, a resident of _________________, _________________ (the "Executive"), W I T N E S S E T H: WHEREAS, on the date of this Agreement, the Company, Work International Corporation, a Texas corporation ("WORK"), Acquisition, Inc., a _________________ corporation and a wholly owned subsidiary of WORK (the "Merger Subsidiary"), and the stockholders

Work International Corp – AGREEMENT AND PLAN OF REORGANIZATION (July 10th, 1998)

EXHIBIT 2.6 ________________________________________________________________________ AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF JULY 10, 1998 AMONG WORK INTERNATIONAL CORPORATION, BCC ACQUISITION, INC. THE BURNETT COMPANIES CONSOLIDATED, INC. AND ITS STOCKHOLDERS ________________________________________________________________________ AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of July 10, 1998, among WORK INTERNATIONAL CORPORATION, a Texas corporation ("WORK"), BCC ACQUISITION, INC., a Texas corporation and a wholly owned subsidiary of WORK ("Newco"),THE BURNETT COMPANI

Work International Corp – EMPLOYMENT AGREEMENT (July 10th, 1998)

EXHIBIT 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into on November 1, 1997, between Work International Corporation, a Texas corporation (the "Company"), and Bruce Garfield French, an individual residing in Toronto, Canada (the "Executive"). RECITALS WHEREAS, the Company has been formed to acquire companies engaged in the business of temporary help staffing and outsourcing services, human resource management and technology project management; and WHEREAS, the Company wishes to employ the Executive, and the Executive is willing to accept employment, on the terms and conditions of this Agreement; AGREEMENT NOW, THEREFORE, in consideration of the Company employing the Executive and the mutual promises and covenants set forth herein, and for other good a

Work International Corp – EMPLOYMENT AGREEMENT (July 10th, 1998)

EXHIBIT 10.13 EXECUTION COPY Employment Agreement Between Professional Consulting Network, Inc. and James Schneider EMPLOYMENT AGREEMENT THIS AGREEMENT dated as of July 10, 1998, between Professional Consulting Network, Inc., a California corporation (the "Company"), and James Schneider, a resident of Mill Valley, California (the "Executive"), W I T N E S S E T H: WHEREAS, on the date of this Agreement, the Company, Work International Corporation, a Texas corporation ("WORK"), PCN Acquisition, Inc., a California corporation and a wholly owned subsidiary of WORK (the "Merger Subsidiary"), and the stockholders of the Com

Work International Corp – ARTICLES OF INCORPORATION (July 10th, 1998)

EXHIBIT 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF WORK INTERNATIONAL CORPORATION ARTICLE ONE Work International Corporation (the "Corporation"), pursuant to the provisions of Article 4.07 of the Texas Business Corporation Act (the "TBCA"), hereby adopts these Amended and Restated Articles of Incorporation which accurately copy the articles of incorporation and all amendments thereto that are in effect to date and as further amended by such Amended and Restated Articles of Incorporation as hereinafter set forth and which contain no other changes in any provision thereof: ARTICLE TWO The articles of incorporation of the Corporation are amended by the Amended and Restated Articles of Incorporation as fo

Work International Corp – AGREEMENT AND PLAN OF REORGANIZATION (July 10th, 1998)

EXHIBIT 2.8 AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF JULY 10, 1998 AMONG WORK INTERNATIONAL CORPORATION, CPI ACQUISITION, INC., CORE PERSONNEL, INC. AND ITS STOCKHOLDERS AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of July 10, 1998, among WORK INTERNATIONAL CORPORATION, a Texas corporation ("WORK"), CPI ACQUISITION, INC., a Virginia corporation and a wholly owned subsidiary of WORK ("Newco"), CORE PERSONNEL, INC., a Virginia corporation (the "Company"), and the persons listed on the signature pages of this Agreement under the caption "Stockholders" (collectively, the "S

Work International Corp – GENERAL RELEASE (July 10th, 1998)

EXHIBIT 2.23 EXHIBIT 1.02-B GENERAL RELEASE THIS GENERAL RELEASE (this "Release") is made as of ________________, 1998, by the undersigned in connection with the closing of the transactions contemplated by the Agreement and Plan of Reorganization dated as of July 10, 1998 (the "Reorganization Agreement"), among Work International Corporation, a Texas corporation ("WORK"), [Newco] Acquisition, Inc., a ___________ corporation and a wholly owned subsidiary of WORK, [Name of Founding Company] , a _________ corporation (the "Company"), and the other Persons listed on the signature page thereof (each of those Persons individually, a "Stockholder"). Words and terms and not otherwise defined in this Release shall have the meaning set forth in the Reorganization Agreement or the Uniform Provisions

Work International Corp – AGREEMENT AND PLAN OF REORGANIZATION (July 10th, 1998)

EXHIBIT 2.1 -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF JULY 10, 1998 AMONG WORK INTERNATIONAL CORPORATION, APS ACQUISITION, INC., ABSOLUTELY PROFESSIONAL STAFFING, INC. AND ITS STOCKHOLDERS -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of July 10, 1998, among WORK INTERNATIONAL CORPORATION, a Texas corporation ("WORK"), APS ACQUISITION, INC., a New York corporation and a wholly owned subsidiary of WORK ("Newco"), ABS

Work International Corp – EMPLOYMENT AGREEMENT (July 10th, 1998)

EXHIBIT 10.8 EXECUTION COPY Employment Agreement Between The Burnett Companies Consolidated, Inc. and Susan Burnett EMPLOYMENT AGREEMENT THIS AGREEMENT dated as of July 10, 1998, between The Burnett Companies Consolidated, Inc., a Texas corporation (the "Company"), and Susan Burnett, a resident of Houston, Texas (the "Executive"), W I T N E S S E T H: WHEREAS, on the date of this Agreement, the Company, Work International Corporation, a Texas corporation ("WORK"), BCC Acquisition, Inc., a Texas corporation and a wholly owned subsidiary of WORK (the "Merger Subsidiary"), and the stockholders of the Company, including th