CORPORATE STAFFING RESOURCES INC S-1/A

AMENDMENT #1 TO FORM S-1

AGREEMENT AND PLAN OF MERGER DATED AS OF 12-3-97

ASSET PURCHASE AGREEMENT AS OF 5-6-98

STOCK PURCHASE AGREEMENT AS OF 7-2-98

STOCK PURCHASE AGREEMENT AS OF 6-25-98

RESTATED ARTICLES OF INCORPORATION

BYLAWS

FORM OF OPINION OF LATHAM & WATKINS

EMPLOY. AGR. BTWN CORP. STAFF. RES. & T.E. MURPHY

EMPLOY. AGR. BTWN CORP. STAFF. RES. & J.F. STONE

EMPL. AGR. BTWN CORP. STAFF. RES. & T.W. MCCREIGNT

EMP. AGR. BTWN CORP. STAFF. RES. & D.C. GALLIMORE

CORP. STAFF. RES. NON-QUALIFIED STOCK OPTION PLAN

FIRST AMEND. CORP. STAFF. RES. NON-QUALIFIED SOP

AMENDED & RESTATED LOAN AGREEMENT AS OF 5-14-98

REGISTRATION RIGHTS AGREEMENT

STOCKHOLDERS AGREEMENT

SUBSIDIARIES OF THE REGISTRANT

CONSENT OF ERNST & YOUNG LLP

CONSENT OF CROWE, CHIZEK & COMPANY LLP

CONSENT OF ERNST & YOUNG LLP

CONSENT OF MCGLADREY & PULLEN, LLP

CONSENT OF MOSS-ADAMS, LLP

CONSENT OF BROOKS, HOLMES, WILLIAMS & COOK, LLC

CONSENT OF STONE, CARLIE & COMPANY, L.L.C.

6 MOS. FDS FOR JUNE 30, 1998

6 MOS. FDS FOR JUNE 30, 1997

YEAR FDS FOR DECEMBER 31, 1997

YEAR FDS FOR DECEMBER 31, 1996

YEAR FDS FOR DECEMBER 31, 1995