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                                                                     EXHIBIT 4.4




                         CENTURY BUSINESS SERVICES, INC.

                         EMPLOYEE STOCK INVESTMENT PLAN



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                                TABLE OF CONTENTS
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ARTICLE I. PURPOSES ..........................................................1

ARTICLE II. DEFINITIONS ......................................................1
    2.01.        Administrator................................................1
    2.02.        Affiliate....................................................1
    2.03.        Agent........................................................1
    2.04.        Board........................................................1
    2.05.        Code.........................................................1
    2.06.        Common Shares or Shares......................................1
    2.07.        Company......................................................1
    2.08.        Compensation.................................................1
    2.09.        Director.....................................................1
    2.10.        Election Form................................................2
    2.11.        Employee.....................................................2
    2.12.        Employer.....................................................2
    2.13.        Exchange Act.................................................2
    2.14.        Participant..................................................2
    2.15.        Plan.........................................................2

ARTICLE III. ADMINISTRATION...................................................2

ARTICLE IV. ELIGIBILITY ......................................................2

ARTICLE V. PURCHASE OF SHARES.................................................3
    5.01.        Purchases through Payroll Deduction..........................3
    5.02.        Supplemental Purchases.......................................3
    5.03.        Acquisition of Shares for Plan...............................3
    5.04.        Price Paid for Shares........................................4

ARTICLE VI. PLAN ACCOUNTING...................................................4
    6.01.        Participant Accounts.........................................4
    6.02.        Account Statements...........................................4
    6.03.        Holding of Shares by Plan....................................4
    6.04.        Payment of Dividends.........................................4

ARTICLE VII. TRANSFER AND SALE OF SHARES......................................5
    7.01.        Non-Sale Transfers...........................................5
    7.02.        Sale of Shares...............................................5
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ARTICLE VIII. CLOSING OF ACCOUNTS AND TERMINATION OF EMPLOYMENT...............5
    8.01.        General......................................................5
    8.02.        Subsequent Participation.....................................6
    8.03.        Termination of Employment....................................6

ARTICLE IX. COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES.............6

ARTICLE X. GENERAL PROVISIONS.................................................6
    10.01.       Effect on Employment and Service.............................6
    10.02.       Unfunded Plan................................................6
    10.03.       Rules of Construction........................................7
    10.04.       Notice.......................................................7

ARTICLE XI. AMENDMENT ........................................................7

ARTICLE XII. EFFECTIVE DATE OF PLAN...........................................7
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                         CENTURY BUSINESS SERVICES, INC.
                         EMPLOYEE STOCK INVESTMENT PLAN

                                   ARTICLE I.

                                    PURPOSES

         This Century Business Services, Inc. Employee Stock Investment Plan
(the "Plan") is intended to assist Employers in recruiting and retaining
individuals with ability and initiative by enabling such persons to participate
in the future success of the Company and its related entities and to associate
their interests with those of the Company and its Shareholders. These goals are
accomplished under the Plan by permitting Participants to purchase common stock
of the Company in a convenient and economical manner. Any proceeds received by
the Company from the sale of Common Shares pursuant to this Plan shall be used
for general business or corporate purposes.

                                   ARTICLE II.

                                   DEFINITIONS

         For purposes of this Plan the following definitions shall apply:

2.01. Administrator means the chief executive officer of the Company and any
delegate of the chief executive officer who is appointed in accordance with the
terms of the Plan.

2.02. Affiliate means any entity under the common control of the Company within
the meaning of Section 414(b) or (c) and any "subsidiary" or "parent"
corporation (within the meaning of Section 424 of the Code) of the Company,
including an entity that becomes an Affiliate after the adoption of this Plan.

2.03. Agent means Firstar Bank, N.A. or its affiliate or such other Agent as may
be designated by the Board.

2.04. Board means the Board of Directors of the Company.

2.05. Code means the Internal Revenue Code of 1986, and any amendments thereto.

2.06. Common Shares or Shares means shares of Common Stock in the Company, par
value $.01 per share.

2.07. Company means Century Business Services, Inc., a Delaware corporation.

2.08. Compensation means an Employee's regular straight-time earnings and
payments for overtime, shift premium, bonuses and other special payments,
commissions and incentive payments.

2.09. Director means a member of the Board.


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2.10. Election Form means the payroll deduction authorization form, prescribed
by the Administrator, that a Participant uses to authorize a reduction in his
Compensation in accordance with Article V.

2.11. Employee means any employee of an Employer, including such employees who
are also Directors, and who is paid Compensation from an Employer through the
designated CBIZ payroll provider.

2.12. Employer means the Company and any Affiliate.

2.13. Exchange Act means the Securities Exchange Act of 1934, as amended and as
in effect on the date of this Agreement.

2.14. Participant means an Employee, who satisfies the requirements for
participation in the Plan.

2.15. Plan means this Plan.

                                  ARTICLE III.

                                 ADMINISTRATION

         The Plan shall be administered by the Administrator. The Administrator
shall have complete authority to interpret all provisions of this Plan; to
adopt, amend, and rescind rules and regulations pertaining to the administration
of the Plan; to remove the Agent and appoint a new Agent; and to make all other
determinations necessary or advisable for the administration of this Plan. The
express grant in the Plan of any specific power to the Administrator shall not
be construed as limiting any power or authority of the Administrator. Any
decision made, or action taken, by the Administrator or in connection with the
administration of this Plan shall be final and conclusive. Neither the
Administrator nor the Company shall be liable for any act required by law or any
act or omission done in good faith with respect to this Plan. All expenses of
administering this Plan shall be borne by the Company.

         The Administrator, in its discretion, may delegate to the Agent or to
one or more other officers of the Company any function under the Plan and all or
part of his authority and duties hereunder. The Administrator may revoke or
amend the terms of a delegation at any time but such action shall not invalidate
any prior actions of the Administrator's delegate or delegates that were
consistent with the terms of the Plan.

                                   ARTICLE IV.

                                   ELIGIBILITY

         An Employee becomes a Participant by completing an Election Form in
accordance with Article V and returning it to the Administrator (or such other
person the Administrator designates to receive the Employee's Election Form) in
order to initiate payroll withholding. The Administrator (or such other person
the Administrator designates) will then deliver the


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Employee's Election Form to the Agent. The foregoing notwithstanding, however,
the Administrator has the right to deny or terminate the participation in the
Plan of any Participant if he concludes, in his reasonable discretion, that such
participation violates or would violate any law or regulation of the United
States, any state thereof or any foreign jurisdiction.

                                   ARTICLE V.

                               PURCHASE OF SHARES

5.01. Purchases through Payroll Deduction. In each calendar month for which a
valid Election Form has been returned to, and is on file with, the Administrator
by the 7th day prior to the first day of such month, purchases of Common Shares
through payroll deductions of Compensation will, subject to the other provisions
of this Article, be made and credited to Participants (i) on or about the
fifteenth day and on the last day of each calendar month, in the case of those
Participants whose payroll deductions are made on a semi-monthly or weekly
basis, and (ii) on or about the last day of each calendar month in the case of
those Participants whose payroll deductions are made on a monthly basis. Such
purchases will be made pursuant to such procedures the Administrator may
authorize from time to time and may be for a minimum of $25.00 up to a maximum
of $10,000.00 per purchase. Purchases through payroll deduction may be
terminated by the delivery to the Administrator of properly executed written and
signed instructions on a form prescribed by the Administrator. No interest or
other return will be paid or accrued on cash held by the Plan or by the Company
pending the purchase of Shares for an account. Purchases of Shares pursuant to
payroll deduction as described herein shall be made in that number of whole or
fractional Shares purchasable by Participant's accumulated payroll deductions on
the date of purchase calculated to three decimal places.

5.02. Supplemental Purchases. Participants may also purchase Shares, in
accordance with procedures established by the Administrator, through payment by
check or money order in U.S. Dollars ("supplemental purchases"). Each
supplemental purchase may be for a minimum of $100.00 up to a maximum of
$10,000.00 per purchase. No interest or other return will be paid or accrued on
cash held by the Plan or by the Company pending the purchase of Shares pursuant
to a supplemental purchase described herein. Supplemental purchases will be made
and credited to the account of the purchasing Participant twice per month, or at
such other times as may be prescribed by the Administrator. In the event a check
submitted to pay for Shares pursuant to a supplemental purchase is returned
unpaid, any Shares that are purchased in reliance on the unpaid check may be
resold in the market. The proceeds of any such liquidated amount may be used to
reimburse the Plan or the Company for transaction fees for the purchase and
sale, plus any loss incurred on the reselling of the Shares.

5.03 Acquisition of Shares for Plan. The Company may purchase Shares under the
Plan for Participants through the Agent or any other person designated by the
Company. Shares may be purchased in public markets or privately negotiated
transactions. Treasury Shares of the Company may be purchased pursuant to the
Plan. Purchases of Shares described in this Article may be made in installments
and as soon as reasonably feasible on or over one or more days after prescribed
day or days of the month in the event the Agent determines that demand or market
conditions so require. Moreover, the Administrator and the Agent are permitted
up to 45 days


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from the initial submission of a valid Election Form by a Participant to
accomplish the initial purchase for such Participant.

5.04. Price Paid for Shares. Whether Shares are purchased in the public markets
or in privately negotiated transactions, the Share price charged to a
Participant will be the average price of all Shares purchased for the
semi-monthly or monthly (as the case may be) crediting of Shares to Plan
accounts. In the event of the purchase of treasury Shares pursuant to the Plan,
the purchase price will be the average of the high and low prices at which the
stock is traded on the NASDAQ stock market for the common Shares on the date of
purchase.

                                   ARTICLE VI.

                                 PLAN ACCOUNTING

6.01. Participant Accounts. The Plan will maintain for each Participant an
account under the Plan that will reflect all cash payments made to the account
through payroll deduction or otherwise and will also reflect all credited
purchases of Common Shares pursuant to the Plan and all withdrawals from the
account. Participant accounts shall also reflect all recapitalizations, stock
dividends, reorganizations, stock splits, consolidations and similar
transactions pertaining to Common Shares generally. The Administrator may
delegate all functions relating to Plan accounts to the Agent. Shares held in an
account pursuant to the Plan will be held and reported in book-entry form.

6.02. Account Statements. The Administrator will provide each Participant with a
statement of account not less frequently than quarterly, that shows all account
balances and activity in the account. In addition, Plan account activity may be
communicated through websites, automated telephone systems or other means, in
the discretion of the Administrator.

6.03. Holding of Shares by Plan. Unless a Participant otherwise requests, Shares
purchased for the Participant's account will be held by the Plan in the name or
names specified by the Participant on forms designated by the Administrator. If
a Participant already holds certificates for Shares acquired by means other than
payroll purchase deduction pursuant to this Plan, the Participant may deliver
the certificates to the Agent for deposit in the Participant's Plan account.
Shares represented by any such certificates will be held in book-entry form at
no charge. A Participant may request certificates for his or her Shares at any
time without charge. Such certificates will be delivered by first class mail as
soon as reasonably feasible after receiving a request therefor. Certificates may
be issued for whole Shares only. If a request is made for a fractional Share,
the Administrator will liquidate the fractional Share and send the Participant a
check for the market value of the fractional Share as of a date within one week
of the mailing of the certificates.

6.04. Payment of Dividends. Any dividends declared with respect to Shares held
in a Plan account will be paid directly to the holder of the Plan account. Such
dividends will not be reinvested by the Plan, and no interest or other return
will be paid on such dividends.


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                                  ARTICLE VII.

                           TRANSFER AND SALE OF SHARES

7.01. Non-Sale Transfers. A Participant shall be permitted to transfer Shares
held in his or her Plan account to an existing or new Plan account in the name
of a specific person or persons named by the Participant. In addition, Shares
withdrawn from a Plan account may be transferred directly to another person or
persons upon such withdrawal. All such transfers must be effected in accordance
with procedures and forms prescribed by the Administrator. In particular, the
Agent may require that any such authorization to transfer Shares must be
evidenced by documents providing for a signature of the Participant guaranteed
by a bank or a broker specified by the Agent. There is no transaction fee for
non-sale transfers.

7.02. Sale of Shares. A Participant may direct that his or her Shares held in
Plan accounts be sold in accordance with procedures and forms that may be
prescribed by the Administrator from time to time. Shares that are directed to
be sold will be sold at market prices on the NASDAQ stock market (or other
applicable stock market or exchange) within 4 business days after receipt of a
request to sell in the form and manner prescribed by the Administrator. The
Administrator may prescribe reasonable time periods within each month for the
sale of Shares out of Plan accounts. Transaction fees may be assessed for any
such sales. The transaction fee as of the effective date of the Plan shall be
$15.00 per each sale requested. Transaction fees will be deducted from the
proceeds of the sale, and all required tax reporting will be observed by the
Plan and the Company. No interest or other return will be paid on sales proceeds
held pending disbursement. If, at any time, a Plan account holds only a
fractional Share, the Plan may close the account by liquidating the fractional
Share and remitting the proceeds, less any transactional expenses, to the
Participant holding the account.

                                  ARTICLE VIII.

                CLOSING OF ACCOUNTS AND TERMINATION OF EMPLOYMENT

8.01. General. A Participant may close his or her account in the Plan by
complying with procedures established by the Administrator. A Participant's
account in the Plan will be closed involuntarily ninety (90) days following the
last purchase of Shares by a Participant through payroll deduction under the
Plan. Upon the closing of an account in the Plan the Plan will distribute to the
Participant certificates representing all of the whole Shares held in the
account, registered in the same name as that of the account holder.
Alternatively, in accordance Section 7.01 above, Shares may be registered in the
name of a transferee or transferees. Any fractional Shares in the account will
be sold and liquidated in accordance with the procedure prescribed in Section
7.02 and the proceeds will be sent to the account holder or to his or her
designee(s). Alternatively, a Participant may direct the Plan to sell any and
all Shares in an account that is being closed. The sale procedures and expenses
prescribed in Section 7.02 above will apply. Upon the closing of an account all
cash that has been withheld from the Participant's Compensation pursuant to the
Plan and all other amounts paid to the Plan by the Participant will be
distributed by check to the Participant.


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8.02. Subsequent Participation. A Participant whose account has been closed
pursuant to Section 8.01 may submit a new Election Form to the Administrator and
resume participation in the Plan as of a subsequent date in accordance with
procedures established by the Administrator.

8.03. Termination of Employment. Forty-five (45) days following the termination
of the employment of a Participant as an Employee, such individual will lose his
or her status as a Participant under the Plan and his or her account will be
closed. Upon such a closing of an account in the Plan the Plan will distribute
to the Participant certificates representing all of the whole Shares held in the
account, registered in the same name as that of the account holder, and
liquidate any remaining fractional shares in accordance with the procedure
prescribed in Section 7.02 above.

                                   ARTICLE IX.

              COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES

         No Common Shares shall be purchased or issued, no certificates for
Common Shares shall be delivered, and no payment shall be made under this Plan
except in compliance with all applicable federal and state laws and regulations
(including, without limitation, withholding tax requirements), any listing
agreement to which the Company is a party, and the rules of all domestic stock
exchanges on which the Common Shares may be listed. The Company shall have the
right to rely on an opinion of its counsel as to such compliance. Any Share
certificate issued to evidence Common Shares purchased pursuant to the Plan may
bear such legends and statements as the Administrator may deem advisable to
assure compliance with federal and state laws and regulations. No Common Shares
shall be issued, no certificate for Shares shall be delivered, and no payment
shall be made under this Plan until the Company has obtained such consent or
approval as the Administrator may deem advisable from regulatory bodies having
jurisdiction over such matters.

                                   ARTICLE X.

                               GENERAL PROVISIONS

10.01. Effect on Employment and Service. Neither the adoption of this Plan, its
operation, nor any documents describing or referring to this Plan (or any part
thereof) shall confer upon any individual any right to continue in the employ of
an Employer or in any way affect any right and power of an Employer to terminate
the employment of any individual at any time with or without assigning a reason
therefor.

10.02. Unfunded Plan. The Plan shall be unfunded, and the Company shall not be
required to segregate any assets that may at any time be represented by grants
under this Plan. Any liability of the Company to any person with respect to any
grant under this Plan shall be based solely upon any contractual obligations
that may be created pursuant to this Plan. No such obligation of the Company
shall be deemed to be secured by any pledge of, or other encumbrance on, any
property of the Company.


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10.03. Rules of Construction. Headings are given to the articles and sections of
this Plan solely as a convenience to facilitate reference. The reference to any
statute, regulation, or other provision of law shall be construed to refer to
any amendment to or successor of such provision of law.

10.04. Notice. Unless specifically required by the terms of this Plan, notice to
the Company's Shareholders, the Participant, or any other person or entity of an
action by the Board, the Administrator, or the Administrator with respect to the
Plan is not required before or after such action occurs.

                                   ARTICLE XI.

                                    AMENDMENT

         The Board may amend or terminate this Plan at any time and from time to
time.

                                  ARTICLE XII.

                             EFFECTIVE DATE OF PLAN

         The Effective Date of this Plan is the date of its adoption by the
Board.


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