Systems, Inc., will acquire two Ohio worker's compensation administrators, it was announced on Friday.

In a cash, share and warrant deal, IAS will acquire M&N Risk Management, Inc.

and M&N Enterprises, Inc., leading Ohio third party workers' compensation administrators, from Cleveland law firm Millisor, Inc. & Nobil Co. LPA, and MFC, Inc., also of Cleveland.

IAS focuses on integrating risk management with other business services. The company provides specialty insurance, bonding, environmental remediation and business services to commercial enterprises in Canada and the US.

Republic Environmental Systems, Inc. was spun-off from Republic Waste Industries, Inc. Local resident and IAS chairman Michael DeGroote, through his Bermuda company MGD Holdings Ltd., is Republic's largest shareholder.

IAS also announced its executive offices will be based in Bermuda at MGD Holdings offices.

"The establishment of the executive offices in Hamilton will place the company in one of the major reinsurance centres in the world,'' Mr. DeGroote said.

Purchase price for the M&N companies is $1 million plus 384,600 shares of restricted IAS common stock as well as 900,000 warrants of the company's common stock at $13 per share over a three year period.

The M&N companies administer workers' compensation programmes for over 4,000 self insured and state funded employees.

They provide employees with a turnkey operation integrating actuarial analysis and underwriting capabilities with claims administration, IAS said.

The M&N companies are expected to add about $6.6 million to IAS annualised revenues. The transaction is to close by Friday.

"IAS now has a key component for our wide ranging business services with the acquisition of M&N Risk Management and M&N Enterprises,'' IAS president and CEO Edward Feighan said.

The company also announced the completion of a previous agreement to acquire Midland Consultants, Inc. of Cleveland., a specialised employment firm with expected 1997 revenue of $2.4 million.

Michael DeGroote