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Financial Records: Ayman El-Difrawi aka Alec Defrawy

Involved in SEC violations for failing to report his criminal convictions in SEC Filings.

During fiscal 2002 and for the period from inception through July 31, 2001, the Company paid GSC, for services provided by Mr. DeFrawy, $274,798 and $64,862, respectively, in consulting fees and bonuses (FORM 10-KSB, OPTIONS TALENT GROUP, p. 35)

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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-KSB

(Mark One)

Commission File Number 0-22382

OPTIONS TALENT GROUP

(Name of Small Business Issuer in Its Charter)

. . .

ALEC DEFRAWY AND RELATIONSHIP TO THE PARAMOUNT TRUST AND GENERAL SERVICES CORPORATION

General .  Through a consulting agreement between the Company and General Services Corporation (“GSC”), Ayman A. El-Difrawi (who is referred to herein as “Alec DeFrawy”) renders consulting services to the Company and TCTI, as described below.  Mr. DeFrawy is the son of Rafiah Kashmiri, a director of the Company.  Ms. Kashmiri is also the trustee and a beneficiary of The Paramount Trust, which Trust, as previously disclosed, is the record owner of 53,788 shares of Common Stock and 1,060,606 shares of Series C Preferred Stock, which convert into 636,364 shares of Common Stock, totaling, assuming conversion of the Series C Preferred Stock, 690,152 shares of Common Stock, or 13.0% of the Company’s Common Stock as of October 15, 2002.  See “Item 12. Security Ownership of Management and Principal Stockholders” for additional information.

In relation of a 1991 offence, in 1995, Mr. DeFrawy pled guilty to a criminal charge of conspiracy to commit bank fraud and wire fraud.  This charge arose from the same indictment to which Mr. Elliot pled guilty in the United States District Court for the District of Columbia.  As part of his sentence, Mr. DeFrawy was ordered to pay restitution.

Consulting Agreement with General Services Corporation .  The Company is a party to a consulting agreement with GSC, which renders certain consulting services to the Company, principally performed by Mr. DeFrawy.  GSC is owned by Ms. Kashmiri and her husband.  Pursuant to the consulting agreement, Mr. DeFrawy advises the Company on website design, promotional and training video development, creation of promotional and training books, advertising and future television productions, special events planning, and other duties assigned by the Company.  

The Company does not view itself as being dependent upon GSC or Mr. DeFrawy.  The loss of Mr. DeFrawy with respect to his availability to render ongoing consulting services would not have a material adverse effect upon the Company, and the Company does not view itself to be dependent upon GSC and Mr. DeFrawy with respect to those services.  The Company believes that it could either recruit direct employees or engage outside consultants to render the same or similar services as those rendered by GSC and Mr. DeFrawy.

During fiscal 2002 and for the period from inception through July 31, 2001, the Company paid GSC, for services provided by Mr. DeFrawy, $274,798 and $64,862, respectively, in consulting fees and bonuses.