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                                                                     Exhibit 4.1








                                   KFORCE.COM
                            EXECUTIVE INVESTMENT PLAN

                           EFFECTIVE FEBRUARY 1, 2000





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                                   KFORCE.COM
                            EXECUTIVE INVESTMENT PLAN

I.       PURPOSE AND EFFECTIVE DATE

         1.1.     PURPOSE. The kforce.com Executive Investment Plan has been
                  established by Romac International, Inc. (predecessor to
                  kforce.com) to attract and retain key management employees by
                  providing a tax-deferred capital accumulation vehicle, thereby
                  encouraging savings for retirement.

         1.2.     EFFECTIVE DATE. The Plan shall be effective February 1, 2000
                  and shall remain in effect until terminated in accordance with
                  Article 10.

         1.3.     PRIOR PLAN. The Plan is intended to replace the 401(k) Mirror
                  Plan. As of the Effective Date, every account balance under
                  the 401(k) Mirror Plan, determined as of January 31, 2000,
                  shall be transferred to this Plan, and the 401(k) Mirror Plan
                  shall no longer separately exist.

II.      DEFINITIONS

         When used in the Plan and initially capitalized, the following words
         and phrases shall have the meanings indicated:

         2.1.     "Account" means the recordkeeping account established for each
                  Participant in the Plan for purposes of accounting for the
                  amount of Base Salary and Bonus deferred under Article 4,
                  transfers of restricted stock and exercised stock options, if
                  any, under Article 4, and Discretionary Credits, if any, to be
                  credited under Article 5, adjusted periodically to reflect
                  assumed investment return on such deferrals and credits in
                  accordance with Article 6.

         2.2.     "Administrator" means the Plan Administration Committee or
                  such other individual or committee appointed by the Board to
                  administer the Plan in accordance with Article 9.

         2.3.     "Affiliate" means (i) any corporation, partnership, joint
                  venture, trust, association or other business enterprise which
                  is a member of the same controlled group of corporations,
                  trades or businesses as the Company within the meaning of Code
                  Section 414, and (ii) any other entity that is designated as
                  an Affiliate by the Board.

         2.4.     "Base Salary" means a Participant's base salary or draw as
                  shown in the personnel records of the Company, and commissions
                  payable to a Participant who is a commissioned sales employee.

         2.5.     "Beneficiary" means the person or entity designated by the
                  Participant to receive the Participant's Plan benefits in the
                  event of the Participant's death. If the Participant does not
                  designate a Beneficiary, or if the Participant's designated
                  Beneficiary predeceases the Participant, the Participant's
                  estate shall be the Beneficiary under the Plan.

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         2.6.     "Board" means the Board of Directors of the Company.

         2.7.     "Bonus" means the annual bonus payable to a Participant as
                  incentive compensation as determined by the Company, and any
                  other bonus which the Administrator, in its sole discretion,
                  determines is eligible for deferral under the Plan.

         2.8.     "Change in Control" means the happening of any of the
                  following events:

                  (a)   any person, including a "group" as defined in Section
                        13(d)(3) of the Securities Exchange Act of 1934, as
                        amended, becomes the beneficial owner of forty percent
                        or more of the total number of shares entitled to vote
                        in the election of directors of the Board,

                  (b)   the Company is merged into any other company or
                        substantially all of its assets are acquired by any
                        other company, or

                  (c)   three or more directors nominated by the Board to serve
                        as a director, each having agreed to serve in such
                        capacity, fail to be elected in a contested election of
                        directors.

         2.9.     "Code" means the Internal Revenue Code of 1986, as amended.

         2.10.    "Company" means Romac International, Inc. (predecessor to
                  kforce.com) and any successor thereto.

         2.11.    "Company Stock Long Term Holding Account" means the assumed
                  investment alternative under which all Discretionary Credits
                  and transfers, if any, of restricted stock or exercised stock
                  options shall be deemed invested. Any amounts deemed invested
                  in the Company Stock Long Term Holding Account shall be valued
                  in the same manner as amounts deemed invested in Company
                  common stock, and cannot be diversified into other investment
                  options. Amounts deemed invested in the Company Stock Long
                  Term Holding Account shall be distributed solely in shares of
                  Company common stock.

         2.12.    "Deferral Election" means the election made by an Eligible
                  Employee to defer Base Salary and/or Bonus in accordance with
                  Article 4.

         2.13.    "Disability" shall have the same meaning as permanent
                  disability under the Company long-term disability plan. For
                  purposes of this Plan, a Participant who is eligible for
                  disability benefits under the Company long-term disability
                  plan shall be treated as having terminated employment with the
                  Company.

         2.14.    "Discretionary Credit" means an amount credited to a
                  Participant's Account, as determined by the Company in its
                  sole discretion.

         2.15.    "Election Period" means the period specified by the
                  Administrator during which a Deferral Election may be made
                  with respect to Base Salary or Bonus payable for a Plan Year.




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         2.16.    "Eligible Employee" means, with respect to any Plan Year,
                  unless determined otherwise by the Board, the following
                  classes of employees:

                  (a)   Core employees of the Company whose projected Base
                        Salary for the Plan Year is at least $85,000;

                  (b)   Billable hourly employees of the Company whose projected
                        annual compensation (including Base Salary and Bonus)
                        for the immediately preceding Plan Year is at least
                        $85,000;

                  (c)   Commissioned sales employees of the Company whose
                        projected annual compensation (including Base Salary and
                        Bonus) for the immediately preceding Plan Year is at
                        least $85,000.

         2.17.    "401(k) Mirror Plan" means the Romac International, Inc.
                  Deferred Compensation Plan.

         2.18.    "Normal Retirement Age" means for any Plan Participant, the
                  later of the day following third anniversary of the date of
                  the Participant's initial Plan Participation, or the date on
                  which the Participant attains age 55. Any Participant who has
                  attained Normal Retirement Age and continues to meet the
                  eligibility requirements under the Plan may continue to defer
                  Base Salary and Bonus under this Plan.

         2.19.    "Participant" means an Eligible Employee who has elected to
                  defer Base Salary and/or Bonus under the Plan or who has been
                  credited with a Discretionary Credit.

         2.20.    "Plan" means the kforce.com Executive Investment Plan, as
                  amended from time to time.

         2.21.    "Plan Year" means the calendar year; provided, however, that
                  the first Plan Year shall commence on February 1, 2000 and end
                  on December 31, 2000.

         2.22.    "Retirement" means termination of employment with the Company
                  or its Affiliates on or after the Participant's Normal
                  Retirement Age.

         2.23.    "Valuation Date" means a date on which a Participant's Account
                  is valued, which shall be the last business day of each
                  calendar month, and such other dates as may be specified by
                  the Administrator.

III.     PARTICIPATION

         3.1.     ELIGIBLE EMPLOYEES. An Eligible Employee shall become a
                  Participant in the Plan by filing a Deferral Election with the
                  Administrator in accordance with Article 4. An Eligible
                  Employee who is not otherwise a Participant in the Plan shall
                  become a Participant in the Plan on the date he or she is
                  credited with a Discretionary Credit.



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         3.2.     401(k) MIRROR PLAN PARTICIPANTS. Any individual with an
                  account balance under the 401(k) Mirror Plan as of January 31,
                  2000 shall become a Participant in this Plan automatically
                  effective February 1, 2000. Such Participant's account balance
                  under the 401(k) Mirror Plan, determined as of January 31,
                  2000, shall be transferred to the Plan as of February 1, 2000.
                  Accounts transferred under this Section 3.2 shall vest in
                  accordance with the terms of this Plan; provided that each
                  Participant's vested percentage in his or her 401(k) Mirror
                  Plan account transferred to this Plan shall never be less than
                  his or her vested percentage in such account under the terms
                  of the 401(k) Mirror Plan. An individual who becomes a
                  Participant under this Section 3.2 must submit an assumed
                  investment allocation election under Section 6.2 regardless of
                  whether he or she elects to defer any compensation under the
                  Plan.

         3.3.     ERISA APPLICATION. If the Administrator determines that
                  participation by one or more Participants shall cause the Plan
                  to be subject to Part 2, 3 or 4 of Title I of the Employee
                  Retirement Income Security Act of 1974, as amended, the entire
                  interest of such Participant or Participants under the Plan
                  shall be paid immediately to such Participant or Participants
                  or shall otherwise be segregated from the Plan in the
                  discretion of the Administrator, and such Participant or
                  Participants shall cease to have any interest under the Plan.

IV.      DEFERRAL OF COMPENSATION, TRANSFERS OF STOCK OPTIONS AND RESTRICTED
         STOCK

         4.1.     DEFERRAL OF BASE SALARY. An Eligible Employee may elect to
                  defer up to 100% of his or her Base Salary for a Plan Year by
                  filing a Deferral Election in accordance with Section 4.3. To
                  the extent provided by the Administrator, commissioned sales
                  employees may make separate Deferral Elections with respect to
                  draw and commissions.

         4.2.     DEFERRAL OF BONUS. An Eligible Employee may elect to defer up
                  to 100% of his or her Bonus for a Plan Year by filing a
                  Deferral Election in accordance with Section 4.3.

         4.3.     DEFERRAL ELECTIONS. A Participant's Deferral Election shall be
                  in writing, and shall be filed with the Administrator at such
                  time and in such manner as the Administrator shall provide,
                  subject to the following:

                  (a)   A Deferral Election shall be made during the Election
                        Period established by the Administrator, which shall end
                        no later than the last day of the Plan Year preceding
                        the Plan Year in which Base Salary would otherwise be
                        payable and, in the case of Bonus, to which such Bonus
                        relates. With respect solely to the first Plan year of
                        the Plan, commencing February 1, 2000, the Election
                        Period shall end no later than January 31, 2000.

                  (b)   Deferral Elections may be expressed as a percentage of
                        Base Salary or Bonus, within the limits provided under
                        the Plan.




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                  (c)   The minimum annual deferral under the Plan shall be
                        $2,500 and any Deferral Election that would provide a
                        lesser deferral for a Plan Year shall be disregarded for
                        such Plan Year.

                  (d)   Notwithstanding the foregoing provisions of this Section
                        4.3, the Administrator, in its sole discretion, may
                        provide that a core employee who becomes an Eligible
                        Employee after the first day of a Plan Year may make a
                        Deferral Election within 30 days of first becoming an
                        Eligible Employee, which Deferral Election shall relate
                        to Base Salary and Bonus earned for periods after the
                        date such election is made.

                  Once made, a Deferral Election shall remain in effect for
                  subsequent Plan Years unless changed or revoked by the
                  Participant in accordance with rules established by the
                  Administrator. Any such modification or revocation shall be
                  effective for the Plan Year following the Plan Year in which
                  it is made; provided that such revocation shall become
                  effective as soon as practicable in the event it is made
                  because of the Participant's Disability or if the
                  Administrator, in its sole discretion, determines that the
                  Participant has suffered a severe financial hardship or a bona
                  fide administrative mistake was made. If a Deferral Election
                  is revoked in accordance with the preceding sentence, the
                  Participant may not make a new Deferral Election until the
                  election period established by the Administrator for making
                  deferrals for the next Plan Year.

         4.4.     CREDITING OF DEFERRAL ELECTIONS. The amount of Base Salary and
                  Bonus that a Participant elects to defer under the Plan shall
                  be credited by the Company to the Participant's Account as of
                  the first day of the month in which the Base Salary or Bonus
                  would have been payable absent the Deferral Election.

         4.5.     TRANSFERS OF RESTRICTED STOCK AND EXERCISED STOCK OPTIONS. The
                  Administrator, in its sole discretion, may permit a
                  Participant to transfer to the Plan certain restricted stock
                  and exercised stock options, provided the plans under which
                  the restricted stock or stock options were granted anticipate
                  and provide for the deferral of receipt of unrestricted stock
                  under such plans through such a transfer. Prior to any
                  transfer, the Participant must provide evidence satisfactory
                  to the Administrator that all criteria under the applicable
                  restricted stock plan or stock option plan for the deferral of
                  receipt of unrestricted stock that would otherwise occur under
                  such plan have been satisfied. Upon any transfer under this
                  Section 4.5, the Participant's interest in the transferred
                  restricted stock or exercised stock option shall be
                  represented solely by units of Company common stock and shall
                  be held in the Company Stock Long Term Holding Account.
                  Distribution of the units of Company common stock representing
                  any transfer under this Section 4.5 shall occur in accordance
                  with Article 7.

V.       EMPLOYER CREDITS

         5.1.     DISCRETIONARY CREDITS. The Administrator may award a
                  Participant a Discretionary Credit in an amount determined by
                  the Administrator in its sole discretion. Discretionary
                  Credits shall be awarded in units of Company common stock. Any
                  such Discretionary Credit shall be credited to the
                  Participant's Account at the time determined by the


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                  Administrator and shall be subject to such terms and
                  conditions as the Administrator may establish.

         5.2.     VESTING AND FORFEITURES. A Participant's Discretionary Credits
                  for any Plan Year shall become fully vested and nonforfeitable
                  on the date following the date the Participant completes three
                  years of continuous employment, commencing on the date such
                  discretionary Credits are awarded to the Participant. Subject
                  to Section 5.3, any portion of a Participant's Account that is
                  not vested upon the Participant's termination of employment
                  with the Company and its Affiliates shall be permanently
                  forfeited. Forfeited amounts shall be reallocated to all
                  remaining Plan Participants as of the Valuation Date
                  coincident with or next following the date of the forfeiture
                  in the same ratio that each Participant's Account balance, as
                  of such Valuation Date, bears to the total value of all
                  Account balances under the Plan, as of such Valuation Date.

         5.3.     ACCELERATION OF VESTING. Notwithstanding the provisions of
                  Section 5.2, a Participant's Discretionary Credits, if any,
                  shall become fully vested upon the following events:

                  (a)   the Participant's Retirement;

                  (b)   the Participant's Disability;

                  (c)   the Participant's death;

                  (d)   a Change in Control; or

                  (e)   termination of the Plan under Article 10.

VI.      PLAN ACCOUNTS

         6.1.     VALUATION OF ACCOUNTS. The Administrator shall establish an
                  Account for each Participant who has filed a Deferral Election
                  to defer Base Salary and/or Bonus or who has been awarded a
                  Discretionary Credit. As of each Valuation Date, the
                  Participant's Account shall be adjusted upward or downward to
                  reflect the following:

                  (a)   each Participant's deferrals and Discretionary Credits
                        as set forth in Sections 4.4 and 5.2, respectively, made
                        during the valuation period to which such Valuation Date
                        applies, to be credited as of the beginning of the first
                        day of the valuation period;

                  (b)   the investment return to be credited or debited, as
                        applicable, as of such Valuation Date pursuant to
                        Section 6.2;

                  (c)   the amount of distributions under Article 7 or Article
                        8, if any, paid during the valuation period to which
                        such Valuation Date applies, to be credited as of the
                        beginning of the first day of the valuation period;



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                  (d)  the amount of forfeitures under Sections 5.2 or 7.4, if
                       any, occurring during the valuation period to which such
                       Valuation Date applies, to be credited as of the
                       beginning of the first day of the valuation period.

         6.2.     CREDITING OF INVESTMENT RETURN. As of each Valuation Date, a
                  Participant's Account balance shall be adjusted upward or
                  downward for increases and decreases in the fair market value
                  of the investments in which it is deemed invested, in
                  accordance with Section 6.3, during the period since the
                  immediately preceding Valuation Date. Such adjustment shall
                  reflect the Participant's pro rata share of fund investment
                  fees and maintenance fees, if any, for any funding vehicle
                  under any trust described in Section 11.3. The value of deemed
                  investments in Company common stock shall be determined based
                  on the closing NASDAQ price for a share of Company common
                  stock on each Valuation Date. A Participant's deemed
                  investment in Company common stock shall be adjusted to
                  reflect stock splits, combinations or subdivisions of shares,
                  recapitalization or other stock-related events that affect the
                  number of shares of Company common stock. Any such
                  stock-related event shall be reflected in the Participant's
                  Account as of the beginning of the first day of the month in
                  which it occurs. In addition, dividends paid on Company common
                  stock, if any, shall be deemed paid on amounts held under the
                  Company common stock assumed investment alternative as of the
                  beginning of the first day of the month in which such
                  dividends are paid. Such deemed dividends shall be treated as
                  if they were invested in additional Company common stock.

         6.3.     ASSUMED INVESTMENT ALTERNATIVES. The Administrator shall
                  designate the assumed investment alternatives that will be
                  available from time to time under the Plan for purposes of
                  measuring a Participant's investment return under Section 6.2.
                  Such assumed investment alternatives shall include an assumed
                  investment in Company common stock. Subject to such rules and
                  limitations as the Administrator may determine, each
                  Participant shall designate in his or her initial Deferral
                  Election one or more assumed investments established by the
                  Administrator under this Section 6.3 in which the amounts
                  credited to his or her Account shall be deemed invested. On or
                  before the first day of each month, a Participant may make a
                  new election with respect to the assumed investments in which
                  his Account shall be deemed invested in the future. Any such
                  election shall be made in the form and at the time specified
                  by the Administrator; and shall become effective as of the
                  first day of the month following the month in which it is
                  received. Notwithstanding any of the foregoing, Discretionary
                  Credits and transfers, if any, of restricted stock or
                  exercised stock options always shall be deemed to be invested
                  in the Company Stock Long Term Holding Account. In the event a
                  Participant fails to make a designation among the assumed
                  investment alternatives, the entire value of his or her
                  Account, other than Discretionary Credits and transfers, if
                  any, of restricted stock or exercised stock options, shall be
                  deemed to be invested in the money market fund assumed
                  investment alternative.

         6.4.     INVESTMENT ALTERNATIVES AFTER DEATH. For periods after the
                  Valuation Date coincident with or following a Participant's
                  death, the Participant's Account balance, other than amounts
                  deemed invested in the Company Stock Long Term Holding
                  Account, shall be treated as if it were invested in a fixed
                  interest rate account at prevailing short-term interest rates,



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                  as determined by the Administrator. Beneficiaries shall not be
                  permitted to make elections with respect to assumed investment
                  alternatives under the Plan.

         6.5.     QUARTERLY STATEMENT OF ACCOUNT. As soon as practicable after
                  the close of each calendar quarter, the Administrator shall
                  prepare and deliver to each Participant a statement of such
                  Participant's Account balance as of the Valuation Date
                  occurring on the last day of such calendar quarter. In the
                  event of a Participant's Retirement, Disability, death or
                  termination of employment, a statement of account shall be
                  prepared for such Participant as of the Valuation Date
                  coincident with or next following such event.

VII.     PAYMENT OF BENEFITS

         7.1.     IN-SERVICE DISTRIBUTION AT A SPECIFIC FUTURE DATE. A
                  Participant may elect to receive scheduled in-service
                  distributions from the Plan under one or both of the following
                  methods:

                  (a)   At the time a Participant initially elects to
                        participate in the Plan, the Participant may elect one
                        or more future Valuation Dates on which all or a portion
                        of his or her vested Account as of such date shall be
                        paid. Any such future date shall be a Valuation Date in
                        a specific future year which is at least two Plan Years
                        after the Plan Year for which the initial Deferral
                        Election is made; provided, however, only one
                        distribution per Plan Year may be elected under this
                        Section 7.1(a); provided, further that, if the
                        Participant elects a distribution at one or more
                        specific future dates and has a termination of
                        employment prior to any such date, distribution shall
                        commence pursuant to Sections 7.2, 7.3, 8.1 or 8.2, as
                        applicable. A distribution election under this Section
                        7.1 may be extended once to a Valuation Date in a future
                        Plan Year, or revoked by filing an extension or
                        revocation election with the Administrator at least 12
                        months prior to the first day of the Plan Year in which
                        the distribution under this Section 7.1(a) is scheduled
                        to take place.

                  (b)   During the Election Period for any Plan Year, the
                        Participant may elect a future Valuation Date on which
                        amounts deferred under the Participant's Deferral
                        Election for that Plan Year, and any Discretionary
                        Credits awarded in that Plan Year which have vested,
                        adjusted for investment experienced gains or losses,
                        shall be paid. Any such future date shall be a Valuation
                        Date in a specific future year which commences one year,
                        two years or three years following the first day of the
                        Plan Year for which such Deferral Election applies. If
                        the Participant elects a distribution at a specific
                        future date under this Section 7.1(b) and has a
                        termination of employment prior to such date,
                        distribution shall commence pursuant to Sections 7.2,
                        7.3, 8.1 or 8.2, as applicable.

         7.2.     DISTRIBUTION UPON RETIREMENT OR DISABILITY. If a Participant
                  terminates employment with the Company and Affiliates by
                  reason of Retirement or Disability, distribution of the
                  Participant's Account shall be made or commence as soon as



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                  administratively practicable after such termination.
                  Distribution under this Section 7.2 shall be made (i) in a
                  lump-sum payment or (ii) in annual installments for 5, 10 or
                  15 years, as elected by the Participant. A Participant may
                  change the time and form of his or her distribution election
                  under this Section 7.2 by filing a new election with the
                  Administrator; provided, however, that any election that has
                  not been on file with the Administrator at least 12 months
                  prior to the first day of the Plan Year in which the
                  Participant's termination of employment occurs shall be void
                  and disregarded. Notwithstanding the foregoing, a Participant
                  whose termination of employment occurs by reason of Disability
                  may request that the Administrator distribute the
                  Participant's Account in a lump-sum payment following such
                  termination of employment, in which case the Administrator, in
                  its sole discretion, shall determine whether to make payment
                  in a lump sum. If the Participant does not have a valid
                  election on file with the Administrator at the time of
                  Retirement or Disability, the Participant's Account shall be
                  paid in a lump sum.

         7.3.     DISTRIBUTION ON OTHER TERMINATION OF EMPLOYMENT. If a
                  Participant's employment with the Company or Affiliates
                  terminates for any reason other than Retirement, Disability or
                  death, distribution of the Participant's vested Account shall
                  be made or commence as soon as administratively practicable
                  after such termination. Distribution of the Participant's
                  vested Account under this Section 7.3 shall be made (i) in a
                  lump-sum payment or (ii) in annual installments of up to 5
                  years, as elected by the Participant. A Participant may change
                  the time and form of his or her distribution election under
                  this Section 7.3 by filing a new election with the
                  Administrator; provided, however, that any election that has
                  not been on file with the Administrator at least 12 months
                  prior to the first day of the Plan Year in which the
                  Participant's termination of employment occurs shall be void
                  and disregarded. If the Participant does not have a valid
                  election on file with the Administrator at the time of
                  termination of employment, the Participant's vested Account
                  shall be paid in a lump sum.

         7.4.     UNSCHEDULED WITHDRAWAL. Prior to the date otherwise scheduled
                  for payment under the Plan, a Participant may request a
                  withdrawal of all or a portion of his or her vested Account,
                  by filing with the Administrator at any time an election
                  specifying the amount of the vested Account to be withdrawn.
                  Payment of such amount, adjusted by the amount forfeited in
                  subsection (a) below, shall be made as of the first Valuation
                  Date administratively practicable after such request is
                  received, and shall be subject to the following:

                  (a)   An amount equal to 10% of the withdrawal requested shall
                        be debited to the Participant's vested Account and
                        permanently forfeited.

                  (b)   Any request submitted under this Section 7.4 after the
                        Participant has terminated employment must be for his or
                        her entire Account balance, which shall be paid in a
                        lump sum.

                  (c)   Any Deferral Election in effect at the time of such
                        withdrawal shall be void after such withdrawal.



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                  (d)   The Participant shall not be eligible to file a new
                        Deferral Election until the Election Period for the Plan
                        Year commencing at least one year after such withdrawal.

         7.5.     UNFORESEEABLE EMERGENCY. Prior to the date otherwise scheduled
                  for payment under the Plan, upon showing an unforeseeable
                  emergency, a Participant, or Beneficiary in the event of the
                  Participant's death, may request that the Administrator
                  accelerate payment of all or a portion of his or her vested
                  Account in an amount not exceeding the amount necessary to
                  meet the unforeseeable emergency. For purposes of the Plan, an
                  unforeseeable emergency means an unanticipated emergency that
                  is caused by an event beyond the control of the Participant
                  and that would result in severe financial hardship to the
                  Participant if early withdrawal were not permitted. The
                  Administrator, in its sole discretion, shall make the
                  determination of an unforeseeable emergency, based on such
                  information as the Administrator shall deem to be necessary.
                  Any accelerated payment made under this Section 7.5 shall not
                  be subject to the withdrawal provisions of Section 7.4.

         7.6.     TIME AND FORM OF ELECTIONS. All distribution and withdrawal
                  elections under this Article 7 shall be made at the time and
                  in the form established by the Administrator and shall be
                  subject to such other rules and limitations that the
                  Administrator, in its sole discretion, may establish.

         7.7.     FORM OF PAYMENT. All distributions and withdrawals, other than
                  those made from the Company Stock Long Term Holding Account,
                  shall be made in cash. Distributions from the Company Stock
                  Long Term Holding Account shall be made in shares of Company
                  common stock.

VIII.    DEATH BENEFITS

         8.1.     DEATH PRIOR TO TERMINATION OF EMPLOYMENT. Subject to Section
                  8.3, if a Participant dies prior to his or her termination of
                  employment, the Participant's Beneficiary shall receive a
                  survivor benefit in an amount equal to the sum of:

                  (a)   the Participant's Account balance as of the Valuation
                        Date coincident with or next preceding the Participant's
                        date of death, PLUS

                  (b)   the Participant's total Base Salary and Bonus deferrals
                        under the Plan, multiplied by two.

                  Such survivor benefit shall be paid in a single lump sum as
                  soon as practicable following the Participant's death.

         8.2.     DEATH AFTER TERMINATION OF EMPLOYMENT. Subject to Section 8.3,
                  if a Participant terminates employment for any reason, and
                  dies prior to the time his or her Account balance has been
                  fully distributed, the Participant's Beneficiary shall receive
                  the remaining portion of the Participant's Account at the
                  regularly-scheduled date of payment for any remaining payments
                  of the Participant's Account.



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         8.3.     OTHER CONDITIONS. Notwithstanding the foregoing provisions of
                  this Article 8, if the Participant's death occurs within two
                  years of initial Plan participation, and such death occurs by
                  reason of suicide (as reported on the Participant's death
                  certificate or determined by the Administrator in good faith),
                  the Participant's Beneficiary shall receive solely the
                  Participant's Account balance as of the Valuation Date
                  coincident with or next following the date of his or her death
                  in full satisfaction of the Company's obligations under the
                  Plan.

         8.4.     ADMINISTRATOR DISCRETION REGARDING FORM. Notwithstanding the
                  foregoing provisions of this Article 8, a Beneficiary may
                  request that the Administrator approve an alternate form of
                  payment of survivor benefits under this Article 8, which
                  request may be granted in the sole discretion of the
                  Administrator.

IX.      ADMINISTRATION

         9.1.     AUTHORITY OF ADMINISTRATOR. The Administrator shall have full
                  power and authority to carry out the terms of the Plan. The
                  Administrator's interpretation, construction and
                  administration of the Plan, including any adjustment of the
                  amount or recipient of the payments to be made, shall be
                  binding and conclusive on all persons for all purposes.
                  Neither the Company, including its officers, employees or
                  directors, nor the Administrator or the Board or any member
                  thereof, shall be liable to any person for any action taken or
                  omitted in connection with the interpretation, construction
                  and administration of the Plan.

         9.2.     PARTICIPANT'S DUTY TO FURNISH INFORMATION. Each Participant
                  shall furnish to the Administrator such information as it may
                  from time to time request for the purpose of the proper
                  administration of this Plan. In the event a Participant fails
                  to provide such information, all obligation of the
                  Administrator, the Company and any of its Affiliates to such
                  Participant shall be deemed satisfied, until such information
                  is provided.

         9.3.     CLAIMS PROCEDURE. If a Participant or Beneficiary ("Claimant")
                  is denied all or a portion of an expected benefit under this
                  Plan for any reason, he or she may file a claim with the
                  Administrator. The Administrator shall notify the Claimant
                  within 90 days of allowance or denial of the claim, unless the
                  Claimant receives written notice from the Administrator prior
                  to the end of the 90-day period stating that special
                  circumstances require an extension (of up to 90 additional
                  days) of the time for decision. The notice of the decision
                  shall be in writing, sent by mail to Claimant's last known
                  address, and if a denial of the claim, shall contain the
                  following information: (a) the specific reasons for the
                  denial; (b) specific reference to pertinent provisions of the
                  Plan on which the denial is based; and (c) if applicable, a
                  description of any additional information or material
                  necessary to perfect the claim, an explanation of why such
                  information or material is necessary, and an explanation of
                  the claims review procedure. A Claimant is entitled to request
                  a review of any denial of his or her claim by the Board. The
                  request for review must be submitted within 60 days of mailing
                  of notice of the denial. Absent a request for review within
                  the 60-day period, the claim shall be deemed to be
                  conclusively denied. The Claimant or his or her
                  representatives shall be entitled to review all pertinent
                  documents, and to submit issues and comments orally and in



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                  writing. The Board shall render a review decision in writing
                  within 60 days after receipt of a request for a review;
                  provided that, in special circumstances the Board may extend
                  the time for decision by not more than 60 days upon written
                  notice to the Claimant. The Claimant shall receive written
                  notice of the Board's review decision, together with specific
                  reasons for the decision and reference to the pertinent
                  provisions of the Plan.

X.       AMENDMENT AND TERMINATION

         The Board may amend or terminate the Plan at any time; provided,
         however, that no such amendment or termination shall have a material
         adverse effect on any Participant's rights under the Plan accrued as of
         the date of such amendment or termination. Upon termination of the
         Plan, the Board shall cause a lump-sum payment of all benefits for all
         Participants at substantially the same time.

XI.      MISCELLANEOUS

         11.1.    NO IMPLIED RIGHTS; RIGHTS ON TERMINATION OF SERVICE. Neither
                  the establishment of the Plan nor any amendment thereof shall
                  be construed as giving any Participant, Beneficiary or any
                  other person any legal or equitable right unless such right
                  shall be specifically provided for in the Plan or conferred by
                  specific action of the Board or the Administrator in
                  accordance with the terms and provisions of the Plan. Except
                  as expressly provided in this Plan, neither the Company nor
                  any of its Affiliates shall be required or be liable to make
                  any payment under the Plan.

         11.2.    NO EMPLOYMENT RIGHTS. Nothing herein shall constitute a
                  contract of employment or of continuing service or in any
                  manner obligate the Company or any Affiliate to continue the
                  services of any Participant, or obligate any Participant to
                  continue in the service of the Company or Affiliates, or as a
                  limitation of the right of the Company or Affiliates to
                  discharge any of their employees, with or without cause.

         11.3.    UNFUNDED PLAN. No funds shall be segregated or earmarked for
                  any current or former Participant, Beneficiary or other person
                  under the Plan. However, the Company may establish one or more
                  trusts to assist in meeting its obligations under the Plan,
                  the assets of which shall be subject to the claims of the
                  Company's general creditors. No current or former Participant,
                  Beneficiary or other person, individually or as a member of a
                  group, shall have any right, title or interest in any account,
                  fund, grantor trust, or any asset that may be acquired by the
                  Company in respect of its obligations under the Plan (other
                  than as a general creditor of the Company with an unsecured
                  claim against its general assets). The Company may also choose
                  to use life insurance to assist it in meeting its obligations
                  under the Plan. As a condition of participation in the Plan,
                  each Participant agrees to execute any documents that may be
                  required in connection with obtaining such insurance and to
                  cooperate with any life insurance underwriting requirements;
                  provided, however, that a Participant shall not be required to
                  undergo a medical examination in connection therewith.




                                       12
<PAGE>   14


         11.4.    NONTRANSFERABILITY. Prior to payment thereof, no benefit under
                  the Plan shall be assignable or subject to any manner of
                  alienation, sale, transfer, claims of creditors, pledge,
                  attachment or encumbrances of any kind, except pursuant to a
                  domestic relations order awarding benefits to an "alternate
                  payee" (within the meaning of Code Section 414(p)(8)) that the
                  Administrator determines satisfies the criteria set forth in
                  paragraphs (1), (2) and (3) of Code Section 414(p) (a "DRO").
                  Notwithstanding any provision of the Plan to the contrary, the
                  Plan benefits awarded to an alternate payee under a DRO shall
                  be paid in a single lump sum to the alternate payee as soon as
                  administratively practicable following the date the
                  Administrator determines the order is a DRO.

         11.5.    WITHHOLDING. To the extent required by applicable law, the
                  Company shall withhold any taxes required to be withheld on
                  any deferrals under the Plan by any Federal, state or local
                  government. To the extent possible, such withholding shall be
                  taken from the Participant's compensation remaining after any
                  deferral under this Plan for any pay period. In the event the
                  Participant's remaining compensation is insufficient to
                  satisfy the withholding requirements, the Administrator
                  reserves the right to reduce the Participant's Deferral
                  Election, as necessary, to satisfy the withholding
                  requirements. Alternatively, the Administrator, in its sole
                  discretion, may accept payment from the Participant in an
                  amount satisfying the withholding requirement.

         11.6.    SUCCESSORS AND ASSIGNS. The rights, privileges, benefits and
                  obligations under the Plan are intended to be, and shall be
                  treated as legal obligations of and binding upon the Company,
                  its successors and assigns, including successors by merger,
                  consolidation, reorganization or otherwise.

         11.7.    APPLICABLE LAW. This Plan is established under and will be
                  construed according to the laws of the State of Florida, to
                  the extent not preempted by the laws of the United States.


                                      * * *

         IN WITNESS WHEREOF, the undersigned has caused this Plan to be executed
this 4th day of January, 2000.

                                       ROMAC INTERNATIONAL, INC.



                                       By______________________________________







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