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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-K







|x | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2007
|- | --------------------------------------------------------------------------------------------------------------------------------

COMMISSION FILE NUMBER: 0-24484





MPS GROUP, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Florida                                                        |  | 59-3116655                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|1 Independent Drive, Jacksonville, FL                          |  | 32202                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

(Registrants telephone number including area code): (904) 360-2000





Securities registered pursuant to Section 12(b) of the Act:



|                                        |  |                                            
|--------------------------------------- |  | -------------------------------------------
|Common Stock, Par Value $0.01 Per Share |  | New York Stock Exchange                    
|(Title of each class)                   |  | (Name of each exchange on which registered)

Indicate by a check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act.

Yes   x     No    ̈

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Act.

Yes    ̈     No   x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.

Yes   x     No    ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |   |  |  |  |                           |  |  
|----------------------- |  | - |  |  |  | ------------------------- |  | -
|Large accelerated filer |  | x |  |  |  | Accelerated filer         |  |  ̈
|Non-accelerated filer   |  |  ̈ |  |  |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act.):     Yes    ̈     No   x

The aggregate market value of the voting stock held by non-affiliates of the Registrant, based upon the closing sale price of common stock on, June 30, 2007, the
last business day of the registrants most recently completed second fiscal quarter, as reported by the New York Stock Exchange, was approximately $1,376,604,561.

As of February 15, 2008 the number of shares outstanding of the Registrants common stock was 95,419,119.

DOCUMENTS INCORPORATED BY REFERENCE.

Portions of the Registrants Proxy Statement for its 2008 Annual Meeting of
shareholders are incorporated by reference in Part III.











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This Annual Report on Form 10-K contains forward-looking statements that are subject to certain risks,
uncertainties or assumptions and may be affected by certain factors, including but not limited to the specific factors discussed in Part I, Item 1A under Risk Factors, in Part II, Item 5 under Market for Registrants
Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, and Part II, Item 7 under Managements Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital
Resources. In some cases, you can identify forward-looking statements by terminology such as may, should, could, expects, plans, indicates, projects,
anticipates, believes, estimates, appears, predicts, potential, continues, can, hopes, perhaps, would, or
become, or the negative of these terms or other comparable terminology. In addition, except for historical facts, all information provided in Part II, Item 7A, under Quantitative and Qualitative Disclosures About Market
Risk should be considered forward-looking statements. Should one or more of these risks, uncertainties or other factors materialize, or should underlying assumptions prove incorrect, actual results, performance or achievements of the Company
may vary materially from any future results, performance or achievements expressed or implied by such forward-looking statements.

Forward-looking statements are based on beliefs and assumptions of the Companys management and on information currently available to such management. Forward looking statements speak only as of the date they are made, and the Company
undertakes no obligation to publicly update any of them in light of new information or future events. Undue reliance should not be placed on such forward-looking statements, which are based on current expectations. Forward-looking statements are not
guarantees of performance.



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TABLE OF CONTENTS



|    |  |                                                                                                              |  |     
|--- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|    |  | PART I                                                                                                       |  | Page
|    |  |                                                                                                             
|1.  |  | BUSINESS                                                                                                     |  | 4   
|    |  |                                                                                                             
|1A. |  | RISK FACTORS                                                                                                 |  | 9   
|    |  |                                                                                                             
|1B. |  | UNRESOLVED STAFF COMMENTS                                                                                    |  | 10  
|    |  |                                                                                                             
|2.  |  | PROPERTIES                                                                                                   |  | 10  
|    |  |                                                                                                             
|3.  |  | LEGAL PROCEEDINGS                                                                                            |  | 11  
|    |  |                                                                                                             
|4.  |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                          |  | 11  
|    |  |                                                                                                             
|    |  | PART II                                                                                                      |  |     
|    |  |                                                                                                             
|5.  |  | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |  | 11  
|    |  |                                                                                                             
|6.  |  | SELECTED FINANCIAL DATA                                                                                      |  | 13  
|    |  |                                                                                                             
|7.  |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                        |  | 14  
|    |  |                                                                                                             
|7A. |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                   |  | 24  
|    |  |                                                                                                             
|8.  |  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                  |  | 25  
|    |  |                                                                                                             
|9.  |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                         |  | 49  
|    |  |                                                                                                             
|9A. |  | CONTROLS AND PROCEDURES                                                                                      |  | 49  
|    |  |                                                                                                             
|9B. |  | OTHER INFORMATION                                                                                            |  | 50  

PART III

Information required by Part III (Items 10-14) is to be included in the Registrants Definitive Proxy Statement to be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year
covered by this report, and is hereby incorporated herein by reference.

PART IV



|    |  |                                           |  |   
|--- |  | ----------------------------------------- |  | --
|    |  |                                          
|15. |  | EXHIBITS AND FINANCIAL STATEMENT SCHEDULE |  | 50
|    |  |                                          
|    |  | SIGNATURES                                |  | 54



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PART I



|ITEM 1. | BUSINESS
|------- | --------

References to we, our, us, the
Company, or MPS in this Annual Report on Form 10-K refer to MPS Group, Inc. and its consolidated subsidiaries, unless the context requires otherwise.

Overall

MPS Group, Inc. is a leading provider of business services with over
230 offices in the United States, Canada, the United Kingdom, continental Europe, Australia, and Asia. We deliver specialty staffing, consulting and business solutions to virtually all industries in the following primary disciplines, through the
following primary brands:



|                                     |  |                                          
|------------------------------------ |  | -----------------------------------------
|Discipline                           |  | Brand(s)                                 
|Information Technology (IT) Services |  | Modis®                                   
|Accounting and Finance               |  | Badenoch & Clark®, Accounting Principals®
|Engineering                          |  | Entegee®                                 
|Legal                                |  | Special Counsel®                         
|IT Solutions                         |  | Idea Integration®                        
|Healthcare                           |  | Soliant Health®                          
|Workforce Automation                 |  | Beeline®                                 

Our strategy is to focus on increasing revenue and profits, through a combination of internal
growth and acquisitions, primarily within our core disciplines and, to a lesser extent, expansion into new specialties. Specifically, we aim to maintain a leadership position in our IT-related disciplines, while growing our professional-related
disciplines both organically and through acquisitions, which should result in the Professional Services division providing a larger overall percentage contribution to our total revenue in the future. The key elements to our internal growth strategy
include:



| |  |  | increasing penetration of existing markets and customer segments,
| | - |  | -----------------------------------------------------------------



| |  |  | expanding current specialties into new and contiguous geographic markets,
| | - |  | -------------------------------------------------------------------------



| |  |  | concentrating on skill areas that value high levels of service, and
| | - |  | -------------------------------------------------------------------



| |  |  | identifying and adding new practice areas.
| | - |  | ------------------------------------------

We feel we are able to execute and profit from our internal growth and acquisition strategies due to our strong management team, our integrated and scalable back office support services, and the continued development of our strategic
management information systems. While we look to strengthen relationships with our clients, we are not dependent upon a single customer or a limited number of customers.

We target potential acquisitions that will either increase the geographic presence of our businesses or offer complementary service offerings. Our target acquisitions have generally ranged from $5 million to $25
million in annual revenue. We acquired seven businesses in 2007 that contributed $79 million to our 2007 revenue. In 2006, we acquired six businesses that contributed $65 million to our 2006 revenue. In 2005, we acquired three businesses that
contributed $52 million to our 2005 revenue.

In all of our markets and disciplines, we encounter aggressive and capable competition, with
a number of firms offering services similar to ours on a national, regional or local basis. Our ability to compete successfully depends on our reputation, pricing and quality of service provided, our understanding of clients specific job
requirements, and our ability to provide qualified personnel in a timely manner.

The Company was incorporated under the laws of the State
of Florida in 1992 under the name Accustaff Incorporated, and changed its name to MPS Group, Inc. in 2002. Our headquarters are located in Jacksonville, Florida. Strategically, our operations are coordinated primarily from facilities in
Jacksonville, Florida, and



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London, England, and to a lesser extent, Burlington, Massachusetts. Both our Jacksonville and London facilities provide support and centralized services to
our offices in the administrative, marketing, public relations, accounting, training and legal areas. Regional and local office managers are responsible for most activities of their offices, including sales, local and regional marketing and
recruitment.

Segments

We present the financial results of our operations under our four reporting segments: North American Professional Services, International Professional Services, North American IT Services and International IT Services. In addition, we have
both a Professional Services and an IT Services division. The Professional Services division is comprised of the North American Professional Services segment and the International Professional Services segment. The IT services division is comprised
of the North American IT Services segment and the International IT Services segment. The table below highlights the percentage contribution of revenue and gross profit from our four segments for 2007 and 2006:



|                                     |  |             |   |  |             |   |  |                  |   |  |                  |  
|------------------------------------ |  | ----------- | - |  | ----------- | - |  | ---------------- | - |  | ---------------- | -
|                                     |  | 2007Revenue |   |  | 2006Revenue |   |  | 2007Gross Profit |   |  | 2006Gross Profit |  
|North American Professional Services |  | 31.8        | % |  | 32.9        | % |  | 35.3             | % |  | 36.6             | %
|International Professional Services  |  | 25.2        | % |  | 23.0        | % |  | 26.4             | % |  | 23.8             | %
|                                     |  |             |   |  |             |   |  |                  |   |  |                  |  
|Professional Services Division       |  | 57.0        | % |  | 55.9        | % |  | 61.7             | % |  | 60.4             | %
|                                     |  |             |   | 
|North American IT Services           |  | 28.9        | % |  | 29.9        | % |  | 29.7             | % |  | 31.3             | %
|International IT Services            |  | 14.1        | % |  | 14.2        | % |  | 8.6              | % |  | 8.3              | %
|                                     |  |             |   |  |             |   |  |                  |   |  |                  |  
|IT Services Division                 |  | 43.0        | % |  | 44.1        | % |  | 38.3             | % |  | 39.6             | %
|                                     |  |             |   | 
|North American Segments              |  | 60.7        | % |  | 62.8        | % |  | 65.0             | % |  | 67.9             | %
|International Segments               |  | 39.3        | % |  | 37.2        | % |  | 35.0             | % |  | 32.1             | %

Additional financial information relating to our segments can be found in Footnote 15 to the
Consolidated Financial Statements.

Professional Services Division

Our Professional Services division provides specialized staffing and recruiting in the disciplines of accounting and finance, law, engineering, healthcare, and property for varying periods of time to companies or
other organizations (including government agencies) that have a need for such personnel, but are unable to, or choose not to, engage certain personnel as their own employees. Businesses increasingly view the use of temporary employees as a means of
controlling personnel costs and converting the nature of such costs from fixed to variable. Examples of client needs for staffing solutions include the need for specialized or highly-skilled personnel for the completion of a specific project or
subproject, substitution for regular employees during vacation or sick leave, and staffing of high turnover positions or during seasonal peaks.

We operate this division under a variable cost business model whereby revenue and cost of revenue are primarily recognized and incurred on a time-and-materials basis. The vast majority of our billable consultants are compensated on an
hourly basis only for the hours which are billed to our clients.

Clients also hire our skilled consultants on a permanent basis, whether
it is from a conversion of a temporary assignment to, or a direct placement of, a full-time position. We earn a one-time fee for these services. These fees represent approximately 8% of this divisions revenue.

The principal national and international competitors of our Professional Services division include Robert Half International Inc., Resources Connection,
Inc., Spherion Corporation, Kelly Law Registry, Adecco SA, Michael Page International, Robert Walters PLC, Hays PLC, AMN Healthcare Services, Inc., On Assignment Inc., Kforce Inc., Aerotek (a division of Allegis Group), Hudson Highland Group Inc.,
and CDI Corporation.



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North American Professional Services Segment

Our North American Professional Services segment goes to market under the primary brands and operating units Entegee, Special Counsel,
Accounting Principals, and Soliant Health. The demands of our clients, including the need for confidentiality, accuracy, reliability, cost-effectiveness, and frequent peak workload periods, are similar among the businesses within this
segment.

Entegee

Entegee
provides technical and engineering strategic workforce solutions. From on-site management consulting and in-house project services to temporary and direct placement, Entegee combines industry knowledge and experience to fill highly skilled
technical and engineering positions. These positions include, but are not limited to, engineers, designers, drafters, inspectors and assemblers. Entegee operates through a domestic network of national practice branches with offices in 19
markets, and employed approximately 2,900 billable consultants at the end of 2007. Entegee also provides engineering and drafting design services through two company-owned centers that utilize state-of-the-art computer technology. Its primary
clients include government, aerospace and defense contractors, manufacturing and engineering companies.

Special Counsel

Special Counsel staffs temporary and full-time employees in attorney, paralegal, legal administrative and legal secretarial positions for workload
management, litigation support, business transaction support, pre-litigation and document management support, as well as e-discovery, medical document review, deposition digesting, court reporting and other trial-related services. Special
Counsel has a network of 48 offices across the United States, and employed approximately 1,700 billable consultants at the end of 2007. Its primary clients are Fortune 1000 companies and law firms. In 2007, Special Counselsgeographic footprint and market penetration were expanded by the acquisition of three legal staffing businesses.

Accounting Principals

Accounting Principals specializes in placing a broad spectrum of temporary and full-time employees in accounting and finance,
tax, and audit positions. Accounting Principals temporary staffing services allow its customers to better manage personnel costs through uneven or peak work load levels. Accounting Principals has a network of 41 offices across
the United States, and employed approximately 1,500 billable consultants at the end of 2007.

Soliant Health

Soliant Health specializes primarily in placing traveling healthcare professionals in the areas of nursing, physical and occupational therapy,
speech and language therapy, along with imaging technicians. Soliant Health operates through a domestic network of national practice branches with offices in 7 locations. Soliant Health employed approximately 1,000 consultants at the
end of 2007, and its clients include hospitals and healthcare providers across the United States. In 2007, we expanded Soliant Healthsrecruitment pipeline with the acquisition of a job board business.

International Professional Services Segment

Since 1980, our International Professional Services business, Badenoch & Clark, has specialized in placing temporary, permanent, and contract employees in accounting and finance, financial services,
legal, human resources, and marketing positions. Badenoch & Clark has 19 offices across the United Kingdom along with offices in Belgium, Germany, Hungary, Luxembourg, the Netherlands, Australia, Hong Kong, and Singapore.
Badenoch & Clark employed approximately 4,900 billable consultants at the end of 2007. In 2007, we expanded Badenoch & Clarks service offerings in the United Kingdom and geographic footprint into Australia and
Asia with the acquisition of a property recruitment services business.



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IT Services Division

Our IT Services division provides specialty staffing, consulting and business solutions, and marketing and creative solutions under the brands/operating units Modis, Modis International, Idea
Integration and Beeline. We utilize the brand Modis in both our North American and International segments; however, the overall business culture distinguishes the operation of these two segments.

We operate this division primarily under a variable cost business model whereby revenue and cost of revenue are primarily recognized and incurred on a
time-and-materials basis. The vast majority of the billable consultants are compensated on an hourly basis only for the hours which are billed to our clients. Approximately 2% of this divisions revenue is generated from fees for clients hiring
our skilled consultants on a permanent basis, whether it is from a conversion of a temporary assignment to, or a direct placement of, a full-time position.

The principal national and international competitors of our IT Services division include Keane, Inc., Comsys IT Partners, Inc., CIBER, Inc., Adecco Information Technology (a division of Adecco SA), Hays PLC, Elan, and
TEKsystems (a division of Allegis Group). In addition, we may compete against the internal management information services and IT departments of our clients and potential clients.

North American IT Services Segment

Modis

Modis specializes in the placement of IT contract consultants for IT project support and staffing, recruitment of full-time positions,
project-based solutions, supplier management solutions, and on-site recruiting support for application development, systems integration, and enterprise application integration. Modis has a network of 49 offices across the United States and
Canada, and employed approximately 4,000 billable consultants at the end of 2007. Its primary clients are Fortune 1000 companies.

Idea Integration

Idea Integration specializes in Web design and development, application development, digital data management, business intelligence,
infrastructure and security, and interactive marketing. Ideautilizes both salaried and hourly consultants to deliver solutions to its clients, which include Fortune 1000 companies, government and middle-market companies. In 2007, we enhanced
Idea Integrationsmarket penetration and product offerings with the acquisition of a marketing staffing and solutions business.

Beeline

Beeline provides software-based workforce solutions that allow leading companies, healthcare organizations and government
entities to effectively manage employee recruitment, development, and retention. Beeline streamlines the deployment of permanent, contract and project based labor through learning management, performance management, talent management, and
eLearning. Beeline operates primarily in the United States and its clients include leading global companies, healthcare organizations, and government entities.

Beeline maintains a full-time staff to support its operations and seeks to collect a service charge based upon the usage of this service.
Subsequent to the initial start up costs and time, minimal cost and resources are required by the client for the usage of Beelines services. In 2007, we expanded Beelinesproduct offerings with the acquisition of a
recruitment process outsourcing business.

International IT Services segment

Our International IT Services segment is comprised of Modis International. Headquartered in the United Kingdom, Modis Internationalspecializes in providing IT contract consultants and solutions similar to Modis. Modis Internationalscustomers include FTSE 1000 companies and government entities throughout the United Kingdom and certain continental
European markets. Modis International, and its predecessors, has been in



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operation for over 30 years. It has 11 offices across the United Kingdom, and an office each in Belgium, Germany, Poland, and the Netherlands. It employed
approximately 2,200 billable consultants at the end of 2007.

Employees

MPS employed approximately 18,700 consultants and approximately 3,500 full-time staff employees at the end of 2007. Approximately 280 of the employees
work at corporate headquarters.

As described below, in most jurisdictions, we, as the employer of the consultants or as otherwise required
by applicable law, are responsible for employment administration. This administration includes collection of withholding taxes, employer contributions for social security or its equivalent outside the United States, unemployment tax, maintaining
workers compensation and fiduciary and liability insurance, and other governmental requirements imposed on employers. Full-time employees are covered by life and disability insurance and receive health insurance and other benefits.

Government Regulations

Outside of
the United States and Canada, the staffing services industry is closely regulated. These regulations differ among countries but generally may regulate: (i) the relationship between us and our temporary employees; (ii) registration,
licensing, record keeping, and reporting requirements; and (iii) types of operations permitted. Regulation within the United States and Canada has not materially impacted our operations.

In many countries, including the United States and the United Kingdom, staffing services firms are considered the legal employers of the temporary
consultants while the consultant is on assignment with a company client. Therefore, laws regulating the employer/employee relationship, such as tax withholding or reporting, social security or retirement, anti-discrimination, and workers
compensation govern us. In other countries, staffing services firms, while not the direct legal employer of the consultant, are still responsible for collecting taxes and social security deductions and transmitting such amounts to the taxing
authorities.

Intellectual Property

We seek to protect our intellectual property through copyright, trade secret and trademark law and through contractual non-disclosure restrictions. Our services often involve the development of work and materials for
specific client engagements, the ownership of which is frequently assigned to the client. We do at times, and when appropriate, negotiate to retain the ownership or continued use of development tools or know how created or generated by us for a
client in the delivery of our services, which we may then license or use in the delivery of our services to other clients.

Seasonality

Our quarterly operating results are affected by the number of billing days in a quarter and the seasonality of our customers
businesses. Demand for our services has historically been lower during the calendar year-end, as a result of holidays, through February of the following year. Extreme weather conditions may also affect demand in the early part of the year as certain
of our clients facilities are located in geographic areas subject to closure or reduced hours due to inclement weather. In addition, we experience an increase in our cost of sales and a corresponding decrease in gross profit and gross margin
in the first fiscal quarter of each year, as a result of certain U.S. state and federal employment tax resets.

Access to Company
Information

Our common stock is listed on the New York Stock Exchange (NYSE) under the ticker symbol MPS. Our
Internet address is www.mpsgroup.com. We make available through our Internet website our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, as soon as reasonably



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practicable after filing such material with, or furnishing it to, the Securities and Exchange Commission. The information contained on our website, or on
other websites linked to our website, is not part of this document.



|ITEM 1A. | RISK FA
CTORS
|-------- | -------------

Our results of operations and financial condition can be adversely affected by numerous
risks and uncertainties. The risks and uncertainties that we currently believe are most important are described below. You should carefully consider the risk factors detailed below in conjunction with the other information contained in this
document. Should any of these risks actually materialize, our business, financial condition, and future prospects could be negatively impacted.

Demand for our services is affected by the economic climate in the industries and markets we serve.The demand for our services, in particular our staffing services, is highly dependent upon the state of the economy and upon
the staffing needs of our clients. Any negative variation in the economic condition of the United States, United Kingdom or of any of the other foreign countries in which we do business, may severely reduce the demand for our services and thereby
significantly decrease our revenues and profits.

Our market is highly competitive with low barriers to entry.Our industry
is intensely competitive and highly fragmented, and the barriers to entry are quite low. There are many competitors, and new ones are entering the market continually. In addition, some of these competitors have greater resources than us. Competition
arises locally, regionally, nationally, internationally and in certain cases from remote locations, particularly from offshore locations such as India and China. This competition could make it difficult to maintain our current revenue levels and
profit margins.

Certain of our contracts are awarded on the basis of competitive proposals, which can be periodically re-bid by the
client. There can be no assurance that existing contracts will be renewed on satisfactory terms or that additional or replacement contracts will be awarded to us. In addition, long-term contracts form a negligible portion of our revenue.
There can be no assurance we will be able to retain clients or market share in the future. Nor can there be any assurance that we will, in light of competitive pressures, be able to remain profitable or, if profitable, maintain our current profit
margins.

Our business requires a qualified candidate pool, which we may not be able to recruit or maintain. Our staffing
services consist of the placement of individuals seeking employment in specialized IT and professional positions. Some of these sectors are characterized by a shortage of qualified candidates. There can be no assurance that suitable candidates for
employment will continue to be available or will continue to seek employment through us. Candidates generally seek temporary or regular positions through multiple sources, including our competitors and us. Any shortage of qualified candidates could
materially adversely affect us.

Our business depends on key personnel, including executive officers, local managers and field
personnel.We are engaged in a services business. As such, our success or failure is highly dependent upon the performance of our management personnel and employees, rather than upon technology or upon tangible assets (of which we have few).
There can be no assurance that we will be able to attract and retain the personnel that are essential to our success.

We have to
comply with existing government regulation and are exposed to increasing regulation of the workplace.Our business is subject to regulation or licensing in many states and in certain foreign countries. There can be no assurance we will be
able to continue to obtain all necessary licenses or approvals or that the cost of compliance will not prove to be material in the future. Any inability to comply with government regulation or licensing requirements, or increase in the cost of
compliance, could materially adversely affect us. Additionally, our staffing services entail employing individuals on a temporary basis and placing such individuals in clients workplaces. Increased government regulation of the workplace or of
the employer-employee relationship could materially adversely affect us.



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We are exposed to claims and costs, liabilities and litigation arising from the delivery of our
services. Our recruiting services involve our referring candidates to clients for potential employment, and our staffing services entail employing or retaining individuals on a temporary basis and placing such individuals in clients
workplaces. Our recruiting services entail a risk of liability to our clients and others, contractually and otherwise, arising from allegations of inadequate background checks, inadequate credentialing of our nursing and healthcare workers, and
negligent referral of candidates to our clients. Our staffing services entail a risk of liability to our clients and others, contractually and otherwise, arising from various workplace events, often beyond our control, including allegations of
errors and omissions, injury to property or persons, or misappropriation or theft of property or proprietary information allegedly caused or contributed to by our temporary workers. Our staffing services also entail a risk of employment and
co-employment liability, to either or both our clients and our temporary workers, arising from allegations by our temporary workers of discrimination, harassment, inadequate workplace conditions, or entitlement to employee benefits or pay from
clients to which they are assigned. We maintain insurance for many of the aforementioned claims, but there can be no assurance that we will continue to be able to obtain insurance at a cost that does not have a material adverse effect upon us or
that such claims (whether by reason of not having insurance or by reason of such claims being outside the scope of the insurance) will not have a material adverse effect upon us.

We have acquired, and may continue to acquire, companies, and these acquisitions could disrupt our business or adversely affect our
earnings. We have acquired several companies and may continue to acquire companies in the future. Entering into an acquisition entails many risks, any of which could harm our business, including failure to successfully integrate the acquired
company with our existing business, alienation or impairment of relationships with substantial customers or key employees of the acquired business or our existing business, and assumption of liabilities of the acquired business. Any acquisition that
we consummate also may have an adverse affect on our liquidity or earnings and may be dilutive to our earnings. Adverse business conditions or developments suffered by or associated with any business we acquire additionally could result in
impairment to the goodwill or intangible assets associated with the acquired business and a related write down of the value of these assets, adversely affecting our earnings.

The price of our common stock may fluctuate significantly.The market price for our common stock can fluctuate as a result of a variety of
factors, including the factors listed above, many of which are beyond our control. These factors include: actual or anticipated variations in quarterly operating results; announcements of new services by our competitors or us; announcements relating
to strategic relationships or acquisitions; changes in financial estimates or other statements by securities analysts; and other changes in general economic conditions. Because of this, we may fail to meet or exceed the expectations of our
shareholders or of our securities analysts and the market price for our common stock could fluctuate as a result.



|ITEM 1B. | UNRESOL
VED STAFF COMMENTS
|-------- | --------------------------

There are no unresolved comments from the Staff of the Securities and
Exchange Commission concerning our periodic or current reports under the Securities Exchange Act of 1934.



|ITEM 
2. | PROPERTIES
|-------- | ----------

Our corporate headquarters, located in
Jacksonville, Florida, is on lease through 2012. Our business services are conducted through more than 230 offices located in the United States, Canada, the United Kingdom, continental Europe, Australia, and Asia. Almost all of our offices are on
lease, with the terms of an average office lease being from three to six years.

We believe our facilities are generally adequate for our
needs and do not anticipate difficulty replacing such facilities or locating additional facilities, if needed. Additional information on lease commitments can be found in Footnote 6 to the Consolidated Financial Statements.



10



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|ITEM 
3. | LEGAL PROCEEDINGS
|-------- | -----------------

We are a party to a number of
lawsuits and claims arising out of the ordinary conduct of our business. In the opinion of management, based on the advice of in-house and external legal counsel, the lawsuits and claims pending are not likely to have a material adverse effect on
us, our financial position, our results of operations, or our cash flows.



|ITEM 4. | SUBMISSION O
F MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ----------------------------------------------------

No matters were submitted to a vote of security holders
during the fourth quarter of 2007.

PART II



|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
 PURCHASES OF EQUITY SECURITIES
|------- | -------------------------------------------------------------------------------------------------------------

Market Price and Related Matters

The following table sets forth the high and low sale prices of our common stock, as reported by the NYSE, during the two years ended December 31,
2007:



|               |  |      |       |      |   |       |  |     |       |  |   |      
|-------------- |  | ---- | ----- | ---- | - | ----- |  | --- | ----- |  | - | -----
|               |  | 2007 |       | 2006
|               |  | High |       | Low  |   | High  |  | Low
|Period:        |  |      |       |      |   |       |  |     |       |  |   |      
|First Quarter  |  | $    | 15.97 |      | $ | 13.44 |  | $   | 16.27 |  | $ | 12.66
|Second Quarter |  | $    | 15.11 |      | $ | 12.91 |  | $   | 17.80 |  | $ | 13.80
|Third Quarter  |  | $    | 16.08 |      | $ | 11.07 |  | $   | 15.98 |  | $ | 11.58
|Fourth Quarter |  | $    | 13.48 |      | $ | 10.27 |  | $   | 16.48 |  | $ | 14.11

See the factors set forth above in Risk Factors, for factors that may impact the price
of our common stock. As of February 15, 2008, there were approximately 879 holders of record of our common stock.

We have never paid,
nor do we currently intend to pay, a cash dividend or other cash distribution with respect to our common stock.

Issuer Repurchases of
Equity Securities

Our Board of Directors has authorized certain repurchases of our common stock. Our Board of Directors increased this
authorization by an additional $75 million in both August of 2007 and January of 2008. For 2007, we repurchased 7.8 million shares at a cost of $95.1 million. The following table sets forth information about our common stock repurchases for the
three months ended December 31, 2007. As of February 15, 2008, we have repurchased a total of 21.2 million shares at a cost of $231.8 million under this plan. We anticipate that we will continue to purchase shares under this
authorization in the future as we have approximately $85.7 million remaining under this authorization as of February 15, 2008. There is no expiration date for this authorization.



|                                      |  |                                  |  |                             |       |                                                                              |           |                                                                                                         |   |           
|------------------------------------- |  | -------------------------------- |  | --------------------------- | ----- | ---------------------------------------------------------------------------- | --------- | ------------------------------------------------------------------------------------------------------- | - | ----------
|Period (1)                            |  | Total Numberof SharesRepurchased |  | Average PricePaid per Share |       | Total Number ofShares PurchasedAs Part of PubliclyAnnouncedPlans or Programs |           | Maximum Number (orApproximate DollarValue) of Shares ThatMay Yet be PurchasedUnder thePlans or Programs
|October 1, 2007 to October 31, 2007   |  | 1,154,796                        |  | $                           | 11.97 |                                                                              | 1,154,796 |                                                                                                         | $ | 64,881,270
|November 1, 2007 to November 30, 2007 |  | 2,232,800                        |  |                             | 11.30 |                                                                              | 2,232,800 |                                                                                                         |   | 39,652,865
|December 1, 2007 to December 31, 2007 |  | 1,350,900                        |  |                             | 10.75 |                                                                              | 1,350,900 |                                                                                                         |   | 25,134,430
|                                      |  |                                  |  |                             |       |                                                                              |           |                                                                                                         |   |           
|Total                                 |  | 4,738,496                        |  | $                           | 11.30 |                                                                              | 4,738,496 |                                                                                                         | $ | 25,134,430
|                                      |  |                                  |  |                             |       |                                                                              |           |                                                                                                         |   |           



|(1) | Based on trade date, not settlement date.
|--- | -----------------------------------------



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Performance Graph

The following Performance Graph and related information shall not be deemed soliciting material or to be filed with the Securities and Exchange Commission, nor shall such information be
incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing.

The following graph and table compare the cumulative total return of our common stock, the NYSE composite market index (U.S. companies), and an index of
selected publicly traded employment services and consulting companies (the Self-Determined Peer Group), as described below, for the period beginning December 31, 2002 and ending December 31, 2007 (the last trading dates in our
2002 and 2007 fiscal years), assuming an initial investment of $100 and the reinvestment of any dividends. We obtained the information reflected in the graph and table from independent sources we believe to be reliable, but we have not independently
verified the information.

LOGO



|                                            |  |                                 |  |          |  |          |  |          |  |          |  |         
|------------------------------------------- |  | ------------------------------- |  | -------- |  | -------- |  | -------- |  | -------- |  | --------
|Total Returns Index for:                    |  | 12/31/02                        |  | 12/31/03 |  | 12/31/04 |  | 12/31/05 |  | 12/31/06 |  | 12/31/07
|MPS Group, Inc                              |  | 100.00                          |  | 168.77   |  | 221.30   |  | 246.75   |  | 255.96   |  | 197.47  
|NYSE Composite                              |  | 100.00                          |  | 131.73   |  | 151.45   |  | 165.62   |  | 199.52   |  | 217.21  
|Self-Determined Peer Group                  |  | 100.00                          |  | 140.57   |  | 167.00   |  | 215.15   |  | 217.02   |  | 160.96  
|Companies in the Self-Determined Peer Group |  |                                 |  |          |  |          |  |          |  |          |  |         
|CDI Corporation                             |  | Kforce Inc                      |  |          |  |         
|Comsys IT Partners Inc                      |  | On Assignment Inc               |  |          |  |         
|Hudson Highland Group Inc                   |  | Robert Half International, Inc. |  |          |  |         



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|ITEM 
6. | SELECTED FINANCIAL DATA
|-------- | -----------------------



|                                                                                                 |  |              |           |              |   |              |  |              |           |  |              |           |   |  |   |           |  
|------------------------------------------------------------------------------------------------ |  | ------------ | --------- | ------------ | - | ------------ |  | ------------ | --------- |  | ------------ | --------- | - |  | - | --------- | -
|                                                                                                 |  | Years Ended  |          
|(amounts in thousands except common shareamounts)                                                |  | Dec. 31,2007 |           | Dec. 31,2006 |   | Dec. 31,2005 |  | Dec. 31,2004 |           |  | Dec. 31,2003 |          
|Consolidated Statements of Operations data:                                                      |  |              |           |              |   |              |  |              |           |  |              |           |   |  |   |           |  
|Revenue                                                                                          |  | $            | 2,171,835 |              | $ | 1,876,622    |  | $            | 1,684,699 |  | $            | 1,426,842 |   |  | $ | 1,096,030 |  
|Cost of revenue                                                                                  |  |              | 1,549,547 |              |   | 1,359,580    |  |              | 1,242,331 |  |              | 1,066,055 |   |  |   | 808,890   |  
|                                                                                                 |  |              |           |              |   |              |  |              |           |  |              |           |   |  |   |           |  
|Gross profit                                                                                     |  |              | 622,288   |              |   | 517,042      |  |              | 442,368   |  |              | 360,787   |   |  |   | 287,140   |  
|Operating expenses                                                                               |  |              | 488,652   |              |   | 402,498      |  |              | 355,382   |  |              | 309,551   |   |  |   | 251,623   |  
|Exit recapture                                                                                   |  |              |          |              |   |             |  |              |          |  |              | (897      | ) |  |   | (284      | )
|                                                                                                 |  |              |           |              |   |              |  |              |           |  |              |           |   |  |   |           |  
|Operating income                                                                                 |  |              | 133,636   |              |   | 114,544      |  |              | 86,986    |  |              | 52,133    |   |  |   | 35,801    |  
|Other income, net                                                                                |  |              | 6,911     |              |   | 5,991        |  |              | 3,799     |  |              | 1,437     |   |  |   | 553       |  
|                                                                                                 |  |              |           |              |   |              |  |              |           |  |              |           |   |  |   |           |  
|Income from continuing operations before income taxes and cumulative effect of accounting change |  |              | 140,547   |              |   | 120,535      |  |              | 90,785    |  |              | 53,570    |   |  |   | 36,354    |  
|Provision for income taxes                                                                       |  |              | 53,459    |              |   | 45,321       |  |              | 31,188    |  |              | 18,150    |   |  |   | 14,519    |  
|                                                                                                 |  |              |           |              |   |              |  |              |           |  |              |           |   |  |   |           |  
|Income from continuing operations before cumulative effect of accounting change                  |  |              | 87,088    |              |   | 75,214       |  |              | 59,597    |  |              | 35,420    |   |  |   | 21,835    |  
|Discontinued operations: (1)                                                                     |  |              |           |              |   |              |  |              |           |  |              |           |   |  |   |           |  
|Loss from discontinued operations, net of tax                                                    |  |              |          |              |   |             |  |              |          |  |              |          |   |  |   | (2,395    | )
|Loss on sale of discontinued operations, net of tax                                              |  |              |          |              |   |             |  |              |          |  |              |          |   |  |   | (20,675   | )
|                                                                                                 |  |              |           |              |   |              |  |              |           |  |              |           |   |  |   |           |  
|Net income (loss)                                                                                |  | $            | 87,088    |              | $ | 75,214       |  | $            | 59,597    |  | $            | 35,420    |   |  | $ | (1,235    | )
|                                                                                                 |  |              |           |              |   |              |  |              |           |  |              |           |   |  |   |           |  
|Basic income (loss) per common share:                                                            |  |              |           |              |   |              |  |              |           |  |              |           |   |  |   |           |  
|From continuing operations                                                                       |  | $            | 0.88      |              | $ | 0.74         |  | $            | 0.59      |  | $            | 0.34      |   |  | $ | 0.21      |  
|                                                                                                 |  |              |           |              |   |              |  |              |           |  |              |           |   |  |   |           |  
|From discontinued operations                                                                     |  | $            |          |              | $ |             |  | $            |          |  | $            |          |   |  | $ | (0.02     | )
|                                                                                                 |  |              |           |              |   |              |  |              |           |  |              |           |   |  |   |           |  
|From sale of discontinued operations                                                             |  | $            |          |              | $ |             |  | $            |          |  | $            |          |   |  | $ | (0.20     | )
|                                                                                                 |  |              |           |              |   |              |  |              |           |  |              |           |   |  |   |           |  
|Basic income (loss) per common share                                                             |  | $            | 0.88      |              | $ | 0.74         |  | $            | 0.59      |  | $            | 0.34      |   |  | $ | (0.01     | )
|                                                                                                 |  |              |           |              |   |              |  |              |           |  |              |           |   |  |   |           |  
|Diluted income (loss) per common share:                                                          |  |              |           |              |   |              |  |              |           |  |              |           |   |  |   |           |  
|From continuing operations                                                                       |  | $            | 0.86      |              | $ | 0.72         |  | $            | 0.56      |  | $            | 0.33      |   |  | $ | 0.21      |  
|                                                                                                 |  |              |           |              |   |              |  |              |           |  |              |           |   |  |   |           |  
|From discontinued operations                                                                     |  | $            |          |              | $ |             |  | $            |          |  | $            |          |   |  | $ | (0.02     | )
|                                                                                                 |  |              |           |              |   |              |  |              |           |  |              |           |   |  |   |           |  
|From sale of discontinued operations                                                             |  | $            |          |              | $ |             |  | $            |          |  | $            |          |   |  | $ | (0.20     | )
|                                                                                                 |  |              |           |              |   |              |  |              |           |  |              |           |   |  |   |           |  
|Diluted income (loss) per common share                                                           |  | $            | 0.86      |              | $ | 0.72         |  | $            | 0.56      |  | $            | 0.33      |   |  | $ | (0.01     | )
|                                                                                                 |  |              |           |              |   |              |  |              |           |  |              |           |   |  |   |           |  
|Basic average common shares outstanding                                                          |  |              | 98,998    |              |   | 101,340      |  |              | 101,719   |  |              | 102,804   |   |  |   | 101,680   |  
|                                                                                                 |  |              |           |              |   |              |  |              |           |  |              |           |   |  |   |           |  
|Diluted average common shares outstanding                                                        |  |              | 101,086   |              |   | 104,090      |  |              | 105,832   |  |              | 106,842   |   |  |   | 104,518   |  
|                                                                                                 |  |              |           |              |   |              |  |              |           |  |              |           |   |  |   |           |  



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|                                 |  |              |           |      |   |           |  |      |           |      |   |         |  |   |        
|-------------------------------- |  | ------------ | --------- | ---- | - | --------- |  | ---- | --------- | ---- | - | ------- |  | - | -------
|                                 |  | December 31,
|(amounts in thousands)           |  | 2007         |           | 2006 |   | 2005      |  | 2004 |           | 2003
|Consolidated Balance Sheet data: |  |              |           |      |   |           |  |      |           |      |   |         |  |   |        
|Working capital                  |  | $            | 265,150   |      | $ | 318,879   |  | $    | 279,859   |      | $ | 232,133 |  | $ | 216,879
|Total assets                     |  | $            | 1,209,651 |      | $ | 1,142,279 |  | $    | 1,028,006 |      | $ | 954,604 |  | $ | 893,151
|Stockholders equity             |  | $            | 976,345   |      | $ | 963,298   |  | $    | 876,040   |      | $ | 835,663 |  | $ | 793,462



|(1) | The loss from discontinued operations and the loss on sale are related to the discontinued outplacement unit, sold in December 2003.
|--- | ------------------------------------------------------------------------------------------------------------------------------------



|ITEM 7. | M
ANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | --------------------------------------------------------------------------------------

MPS
Group, Inc. is a leading provider of business services with over 230 offices in the United States, Canada, the United Kingdom, continental Europe, Australia, and Asia. We deliver specialty staffing, consulting and business solutions to virtually all
industries in the following disciplines and through the following primary brands:



|                                     |  |                                          
|------------------------------------ |  | -----------------------------------------
|Discipline                           |  | Brand(s)                                 
|Information Technology (IT) Services |  | Modis®                                   
|Accounting and Finance               |  | Badenoch & Clark®, Accounting Principals®
|Engineering                          |  | Entegee®                                 
|Legal                                |  | Special Counsel®                         
|IT Solutions                         |  | Idea Integration®                        
|Healthcare                           |  | Soliant Health®                          
|Workforce Automation                 |  | Beeline®                                 

We present the financial results of the above brands under our four reporting segments: North
American Professional Services, International Professional Services, North American IT Services and International IT Services.

Non-GAAP Financial
Measures

From time to time we may measure certain financial information on a constant currency basis. Such constant
currency financial data is not a U.S. generally accepted accounting principles (GAAP) financial measure. Constant currency removes from financial data the impact of changes in exchange rates between the U.S. dollar and the functional
currencies of our foreign subsidiaries, by translating the current period financial data into U.S. dollars using the same foreign currency exchange rates that were used to translate the financial data for the previous period. We believe presenting
certain results on a constant currency basis is useful to investors because it allows a more meaningful comparison of the performance of our foreign operations from period to period. Additionally, certain internal reporting and compensation targets
are based on constant currency financial data for our various foreign subsidiaries. However, constant currency measures should not be considered in isolation or as an alternative to financial measures that reflect current period exchange rates, or
to other financial measures calculated and presented in accordance with GAAP.

From time to time we may measure certain financial
information excluding the effect of acquisitions. Such financial data that excludes the effect of businesses we acquire is not a GAAP financial measure. We believe presenting some results excluding the effects of businesses we acquire is helpful to
investors because it permits a comparison of the performance of our core internal operations from period to period. Additionally, certain internal reporting and compensation targets are based on the performance of core internal operations. The
effect of a business we acquire is generally excluded for only the first 12 months following the acquisition date. Subsequent to this, a business is considered to be integrated for reporting purposes. Again, however, such measures should be
considered only in conjunction with the correlative measures that include the results from acquisitions, as calculated and presented in accordance with GAAP.



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We may use EBITDA to measure results of operations. EBITDA is a non-GAAP financial measure that is
defined as earnings before interest, taxes, depreciation and amortization. We believe EBITDA is a meaningful measure of operating performance as it gives management a consistent measurement tool for evaluating the operating activities of the
business as a whole, as well as, the various operating units, before the effect of investing activities, interest and taxes. In addition, we believe EBITDA provides useful information to investors, analysts, lenders, and other interested parties
because it excludes transactions that management considers unrelated to core business operations, thereby helping interested parties to more meaningfully evaluate, trend and analyze the operating performance of our business. We also use EBITDA for
certain internal reporting purposes, and certain compensation targets may be based on EBITDA. Finally, certain covenants in our debt facility are based on EBITDA performance measures. EBITDA, as with all non-GAAP financial measures, should be
considered only in conjunction with the comparable measures, as calculated and presented in accordance with GAAP, including net income.

Critical
Accounting Policies

We prepare our financial statements in conformity with GAAP. We believe the following are our most critical
accounting policies in that they are the most important to the portrayal of our financial condition and results of operations and require managements most difficult, subjective or complex judgments.

Revenue Recognition

We
recognize substantially all revenue at the time services are provided, and on a time and materials basis. In most cases, the consultant is our employee and all costs of employing the worker are our responsibility and are included in cost of revenue.
Revenues generated when we permanently place an individual with a client are recorded on the date the individual begins employment with the client.

Allowance for Doubtful Accounts

We regularly monitor and assess our risk of not collecting amounts we are owed by
our customers. This evaluation is based upon a variety of factors including, an analysis of amounts current and past due along with relevant history and facts particular to the customer. Based upon the results of this analysis, we record an
allowance for uncollectible accounts for this risk. Our allowance for doubtful accounts, as a percentage of gross accounts receivable was 5.8%, 5.0% and 4.6% as of December 31, 2007, 2006 and 2005 respectively. The increase from 2006 to 2007 in
the allowance for doubtful accounts as a percentage of gross accounts receivable was primarily due to the write-off of receivables from one customer, the vendor management service provider, Ensemble Chimes Global, which filed bankruptcy. As of
December 31, 2007, a five-percentage point deviation in our allowance for doubtful accounts would have resulted in an increase or decrease to the allowance of $1.0 million. This analysis requires us to make significant estimates, and changes in
facts and circumstances could result in material changes in the allowance for doubtful accounts.

Income Taxes

We adopted FASB Interpretation No. (FIN) 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007. FIN 48 prescribes a
recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Additionally, FIN 48 provides guidance on recognition, classification, and
disclosure of tax positions.

The provision for income taxes is based on income before taxes as reported in the Consolidated Statements of
Operations. Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are
determined based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. An assessment is made
as to whether or not a valuation allowance is required to offset deferred tax assets. This assessment includes anticipating future income.



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Significant management judgment is required in determining the provision for income taxes, deferred tax
assets and liabilities and any valuation allowance recorded against our deferred tax assets. Management evaluates all available evidence to determine whether it is more likely than not that some portion or all of the deferred income tax assets will
not be realized. The establishment and amount of a valuation allowance requires significant estimates and judgment and can materially affect our results of operations. Our effective tax rate may vary from period to period based, for example, on
changes in estimated taxable income or loss, changes to the valuation allowance, changes to federal, state or foreign tax laws, completion of federal, state or foreign audits, deductibility of certain costs and expenses by jurisdiction, and as a
result of acquisitions.

Our tax basis in tax-deductible goodwill is deducted in our income tax returns. Accordingly, we expect future tax
deductions of $296.2 million associated with tax-deductible goodwill. While these deductions are expected to span the next fifteen years, approximately 72% are anticipated to be generated over the next five years. In addition, we have a net deferred
tax liability as of December 31, 2007, and a net deferred tax asset as of December 31, 2006. The components of our net deferred tax liabilities and assets, as well as other information on income taxes can be found in Footnote 7 to the
Consolidated Financial Statements.

Impairment of Tangible and Intangible Assets

For acquisitions, we allocate the excess of the cost of the acquisition over the fair market value of the net tangible assets acquired first to
identifiable intangible assets, if any, and then to goodwill. In connection with SFAS No. 142, Goodwill and Other Intangible Assets, we are required to perform goodwill impairment reviews, at least annually, utilizing a fair-value
approach.

We performed valuation testing during the fourth quarters of 2007, 2006 and 2005 (our designated timing of the annual impairment
test under SFAS No. 142) and did not incur any impairment. We plan to perform our next annual impairment review during the fourth quarter of 2008. An impairment review prior to our next scheduled annual review may be required if certain events
occur, including lower than forecasted earnings levels for various reporting units. A negative variation in the economic condition of the United States, United Kingdom or of any of the other foreign countries in which we do business may severely
reduce demand for our services and thereby significantly reduce earnings levels for our reporting units. In addition, changes to other assumptions could significantly impact our estimate of the fair value of our reporting units. Lower than
forecasted earnings levels, or changes to other assumptions may result in a goodwill impairment charge, which could have a significant impact on the reportable segments that include the related reporting units and the Consolidated Financial
Statements.

We used an equally blended value of a discounted cash flow analysis and market comparables analysis to arrive at fair value
for SFAS No. 142. For the discounted cash flow analysis, significant assumptions included expected future revenue growth rates, reporting unit profit margins, working capital levels and a discount rate. The revenue growth rates and reporting
unit profit margins are based, in part, on our expectation of a stable economic environment. Negative variations in economic conditions would adversely impact revenue growth rates and reporting unit profit margins. Market comparables included a
comparison of the market ratios and performance fundamentals from comparable companies. The use of these measurement criteria is consistent with the underlying concepts used in determining the fair value of a company or reportable unit under the
market approach. The market ratios we used refer to the multiples of revenue and earnings of comparable companies and the performance fundamentals refer to the consideration of the effects of the differences in the operating metrics, i.e.,
growth rates, operating margins, gross margins, etc., on our value versus the comparable companies. Additional information on Goodwill can be found in Footnote 5 to the Consolidated Financial Statements.

We amortize the cost of identifiable intangible assets (either through acquisition or as part of our internally generated intellectual property) over
their estimated useful lives unless such lives are deemed indefinite. We review our long-lived assets and identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be
recoverable. In performing the review for



16



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##### Table of Contents

recoverability, we estimate the future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected
future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss is recognized. Otherwise, an impairment loss is not recognized. Measurement of an impairment loss for long-lived assets
and identifiable intangibles would be based on the fair value of the asset.

Share-Based Compensation

Under our employee and director share-based compensation plans, participants have received or may receive grants of stock options, stock appreciation
rights, restricted stock, restricted stock units, and performance shares. For 2007, we have solely utilized restricted stock for our share-based awards. Historically, we have utilized both restricted stock and stock options.

Effective January 1, 2006, we adopted the provisions of SFAS 123R, Share-Based Payment, using the modified prospective transition method to
all past awards outstanding and unvested as of the effective date of January 1, 2006; accordingly, prior periods have not been restated. SFAS 123R requires the recognition of expense only for awards that are expected to vest, rather than
recording forfeitures when they occur as previously permitted. Our forfeiture rates are based mainly upon historical share-based compensation cancellations. However, if the actual number of forfeitures differs from those estimated by management,
additional adjustments to compensation expense may be required in future periods. A one-percentage point deviation in the estimated forfeiture rates would have resulted in a $100,000 increase or decrease in compensation expense related to restricted
stock units for the year ended December 31, 2007. Additional information on share-based compensation can be found in Footnote 9 to the Consolidated Financial Statements.

EXECUTIVE SUMMARY

In 2007, our consolidated revenue increased 16% and our
consolidated operating income increased 17% compared to 2006. Revenue from our Professional Services businesses and our IT Services businesses increased 18% and 13%, respectively, compared to 2006. We believe this growth was attributable to the
performance of our sales and recruiting staff, acquisitions, and favorable macroeconomic conditions for the types of services we provide in both the United States and abroad. While we believe we will experience revenue growth in 2008, our business
is very dependant on the macroeconomic conditions in the markets in which we operate, particularly the United States and United Kingdom. Any negative variation in such macroeconomic conditions will likely cause a downturn in demand for our services,
which would negatively impact our financial results.

We target potential acquisitions that will either increase the geographic presence of
our businesses or offer complementary service offerings. Our target acquisitions have generally ranged from $5 million to $25 million in annual revenue. From 2005 to 2007, we completed sixteen acquisitions. Eight acquisitions were completed within
our North American Professional Services segment that expanded our geographic footprint and increased market penetration in our legal, and accounting and finance units, and increased our service offerings and recruitment pipeline in our healthcare
unit. We refer to these acquisitions herein as the North American Professional Acquisitions. Four acquisitions were completed within our North American IT Services segment that increased our service offerings and market penetration in our IT
solutions and work force automation units. We refer to these acquisitions herein as the North American IT Acquisitions. Three acquisitions were completed within our International Professional Services segment that increased our service offerings and
geographic footprint. We refer to these acquisitions herein as the International Professional Acquisitions. One acquisition was completed within our International IT Services segment that increased our market penetration. We refer to this
acquisition herein as the International IT acquisition.

We continue to believe that long-term opportunities for growth in the professional
services market may be more robust than in the IT services market, and as a result, we continue to diversify our revenue base. Revenue from our Professional Services division represented 57% of consolidated revenue in 2007, compared to 56% in 2006
and 54% in 2005.



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We continue to look for opportunities to increase gross margin, which can be accomplished through better
management of the bill and pay rate spread, acquiring companies with higher margins, and focusing more resources on direct hire. In addition, we aim to leverage existing staff while investing in future growth opportunities and personnel. We were
able to increase our staffing services gross margin 30 basis points to 24.3% in 2007 from 24.0% in 2006. The staffing gross margin increases in our North American Professional Services segment, our North American IT segment, and our International IT
segment more than offset the decrease in staffing gross margins in our International Professional Services segment. Gross margin has been aided by the percentage of revenue attributable to direct hire fees within each segment. Direct hire fees now
represent 5.8% of revenue, up from 4.7% in 2006.

The following detailed analysis of operations should be read in conjunction with the 2007
Consolidated Financial Statements and related footnotes included elsewhere in this Form 10-K.

Results of Operations for the Three Years
Ended December 31, 2007Consolidated

Consolidated revenue was $2,171.8 million, $1,876.6 million, and $1,684.7 million in
2007, 2006 and 2005, respectively, increasing by 15.7% and 11.4% in 2007 and 2006, respectively.

Consolidated gross profit was $622.3
million, $517.0 million, and $442.4 million in 2007, 2006 and 2005, respectively, increasing by 20.4% and 16.9% in 2007 and 2006, respectively. The consolidated gross margin was 28.7%, 27.5% and 26.3% in 2007, 2006 and 2005, respectively.

Consolidated operating expenses were $488.7 million, $402.5 million, and $355.4 million, in 2007, 2006 and 2005, respectively, increasing
by 21.4% and 13.3% in 2007 and 2006, respectively. General and administrative (G&A) expenses, which are included in operating expenses, were $468.5 million, $386.6 million, and $340.1 million, in 2007, 2006 and 2005, respectively, increasing by
21.2% and 13.7% in 2007 and 2006, respectively.

Unallocated corporate expenses, included in consolidated operating expenses, pertain to
certain functions, such as executive management, accounting, administration, tax, and treasury that are not attributable to our operating units. Unallocated corporate expenses were $30.4 million, $28.1 million and $25.4 million, in 2007, 2006 and
2005, respectively, increasing 8.2% and 10.6% in 2007 and 2006, respectively. As a percentage of revenue, unallocated corporate expenses were 1.4% for 2007, and 1.5% for 2006 and 2005. The increase in unallocated corporate expense in both 2007 and
2006 was due primarily to a combination of higher compensation and benefits costs, and an increase in non-cash compensation expense from our use of restricted stock.

Consolidated operating income was $133.6 million, $114.5 million, and $87.0 million in 2007, 2006 and 2005, respectively, increasing by 16.7% and 31.6% in 2007 and 2006, respectively. Operating income as a percentage
of revenue was 6.2%, 6.1% and 5.2% in 2007, 2006 and 2005, respectively.

Consolidated other income, net, was $6.9 million, $6.0 million,
and $3.8 million in 2007, 2006 and 2005, respectively. Other income, net, primarily includes interest income related to our investments and cash on hand, net of interest expense related to notes issued in connection with acquisitions and fees and
interest on our credit facility.

The consolidated income tax provision was $53.5 million, $45.3 million, and $31.2 million in 2007, 2006
and 2005, respectively. The effective tax rate was 38.0%, 37.6% and 34.4%, for 2007, 2006 and 2005, respectively. Included in the 2007, 2006 and 2005 tax provisions were $1.6 million, $1.1 million and $3.3 million, respectively, of tax benefits due
primarily to valuation allowance reductions associated with state net operating loss, foreign tax credit carryforwards, and favorable settlements of certain state income tax audits.

Consolidated net income was $87.1 million, $75.2 million and $59.6 million, in 2007, 2006 and 2005, respectively.



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Results of Operations for the Three Years Ended December 31, 2007  By Business Segment

Professional Services division

North American Professional Services segment

Revenue in our North American Professional Services segment was $690.1
million, $617.2 million, and $537.3 million, for 2007, 2006 and 2005, respectively, increasing by 11.8% and by 14.9% in 2007 and 2006, respectively. North American Professional Acquisitions contributed $26.4 million, $33.2 million, and $47.5 million
in revenue in 2007, 2006 and 2005, respectively. The increase in revenue for 2007 was due primarily to internal growth, most notably in the segments Entegee business unit, and to a lesser extent due to acquisitions, most notably in the
segments Special Counselbusiness unit. The increase in revenue for 2006 was due primarily to revenue from acquisitions and internal growth, most notably in the segments Soliant Health and Entegee business units.

Revenue contribution from the North American Professional Services businesses for 2007, 2006 and 2005 were as follows:



|                      |  |      |   |  |      |   |  |      |  
|--------------------- |  | ---- | - |  | ---- | - |  | ---- | -
|                      |  | 2007 |   |  | 2006 |   |  | 2005 |  
|Entegee               |  | 44.6 | % |  | 44.9 | % |  | 45.7 | %
|Special Counsel       |  | 23.4 |   |  | 22.2 |   |  | 24.1 |  
|Accounting Principals |  | 16.2 |   |  | 16.9 |   |  | 17.6 |  
|Soliant Health        |  | 15.8 |   |  | 16.0 |   |  | 12.6 |  

Gross profit in our North American Professional Services segment was $219.8 million, $189.1
million, and $160.4 million, for 2007, 2006 and 2005, respectively, increasing by 16.2% and by 17.9% in 2007 and 2006, respectively. North American Professional Acquisitions contributed $12.0 million, $10.7 million, and $17.0 million in gross profit
in 2007, 2006 and 2005, respectively. Gross margin in our North American Professional services segment was 31.9%, 30.6% and 29.9% in 2007, 2006 and 2005, respectively. While direct hire fees and gross margins from the segments staffing
services increased in both 2007 and 2006, the increase in gross margin for both years was due primarily to the improved staffing services gross margins, most notably in the segments Entegee business unit. Direct hire fees, which
generate higher margin, increased to 6.5% of the segments revenue in 2007, from 5.9% and 5.6% in 2006 and 2005, respectively.

G&A expenses in our North American Professional Services segment were $143.5 million, $125.1 million, and $110.8 million, in 2007, 2006 and 2005, respectively, increasing by 14.7% and by 12.9% in 2007 and 2006, respectively. As a
percentage of revenue, G&A expenses were 20.8%, 20.3%, and 20.6% for 2007, 2006 and 2005, respectively. The increase in G&A expenses for both 2007 and 2006 was due primarily to the increase in compensation expense related to the increases in
the segments revenue and additional G&A from North American Professional Acquisitions.

Operating income was $70.9 million, $59.2
million, and $44.5 million in 2007, 2006 and 2005, respectively, increasing by 19.8% and by 33.0% in 2007 and 2006, respectively. Operating income as a percentage of revenue was 10.3%, 9.6% and 8.3% in 2007, 2006 and 2005, respectively.

International Professional Services segment

Revenue in our International Professional Services segment was $547.5 million, $431.4 million, and $364.8 million, for 2007, 2006 and 2005, respectively, increasing by 26.9% and by 18.3% in 2007 and 2006,
respectively. Changes in foreign currency exchange rates increased revenue by $44.1 million from 2006 to 2007, and by $5.3 million from 2005 to 2006. International Professional Acquisitions contributed $30.4 million and $22.8 million in revenue in
2007 and 2006, respectively. Apart from changes in foreign currency exchange rates and acquisitions, the increase in revenue in 2007 and 2006 was due to increased demand for our services. This revenue growth was driven primarily by our public sector
clients, and to a lesser extent our financial and legal sector clients.



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Gross profit in our International Professional Services segment was $164.1 million, $123.1 million, and
$104.3 million, in 2007, 2006 and 2005, respectively, increasing by 33.3% and by 18.0% in 2007 and 2006, respectively. Changes in foreign currency exchange rates increased gross profit by $13.2 million from 2006 to 2007, and by $1.5 million from
2005 to 2006. International Professional Acquisitions contributed $17.6 million and $10.9 million in gross profit in 2007 and 2006, respectively. Gross margin in our International Professional Services segment was 30.0%, 28.5%, and 28.6% in 2007,
2006 and 2005, respectively. The increase in gross margin in 2007 was due to increased direct hire fees, as these direct hire fees more than offset the reduced gross margin from the segments staffing services. Direct hire fees increased to
10.8% of the segments revenue in 2007, from 8.5% and 7.6% in 2006 and 2005, respectively. The gross margin from the segments staffing services decreased in 2006 and 2007 primarily due to the mix of staffing services, as revenue from our
public sector clients increased. The gross margin on public sector business is lower than that of our other clients. As this staffing gross margin decrease was expected, we concentrated on growing our direct hire revenue to maintain the overall
gross margin. While gross margin on our public sector clients appears to have stabilized, and while we executed on our gross margin strategy in 2007, if we do experience a negative variation in macroeconomic conditions this trend may not continue in
2008.

G&A expenses in our International Professional Services segment were $122.6 million, $88.1 million, and $76.3 million, in 2007,
2006 and 2005, respectively, increasing by 39.2% and by 15.5% in 2007 and 2006, respectively. As a percentage of revenue, G&A expenses were 22.4%, 20.4%, and 20.9%, for 2007, 2006 and 2005, respectively. The increase in G&A expenses for both
2007 and 2006 was due primarily to additional sales and recruiting personnel, increases in compensation expense related to the increases in the segments revenue, and additional G&A expenses from the International Professional Acquisitions.

Operating income was $37.3 million, $31.9 million, and $26.1 million in 2007, 2006 and 2005, respectively, increasing by 16.9% and by
22.2% in 2007 and 2006, respectively. Operating income as a percentage of revenue was 6.8%, 7.4% and 7.2% in 2007, 2006 and 2005, respectively.

IT
Services division

North American IT Services segment

Revenue in our North American IT Services segment was $628.6 million, $561.0 million, and $510.5 million, for 2007, 2006 and 2005, respectively,
increasing by 12.0% and 9.9% in 2007 and 2006, respectively. North American IT Acquisitions contributed $18.8 million and $6.6 million in revenue in 2007 and 2006, respectively. The increase in revenue in both 2007 and 2006 was due primarily to
increased spending on IT initiatives by our clients and our investment in additional sales and recruiting personnel.

Revenue within the
North American IT Services segment is generated primarily from Modis, as it generated 81.8%, 84.2% and 85.4% of the segments revenue for 2007, 2006 and 2005, respectively. Idea Integration and Beeline are responsible for
the remainder of this segments revenue.

Gross profit in our North American IT Services segment was $184.8 million, $162.0 million,
and $142.2 million, in 2007, 2006 and 2005, respectively, increasing by 14.1% and 13.9% in 2007 and 2006, respectively. North American IT Acquisitions contributed $9.7 million and $2.8 million in gross profit in 2007 and 2006, respectively. Gross
margin in our North American IT Services segment was 29.4%, 28.9% and 27.9% in 2007, 2006 and 2005, respectively. Direct hire fees and fees generated from our Beeline unit, which both generate higher margin than the segments staffing
services, increased in both 2007 and 2006. The increase in these higher margin fees in 2007 more than offset the decrease in gross margins from the Modis staffing services. In 2007, Modis experienced both an increase in bill rates and
pay rates to our billable employees which resulted in a slight decrease in staffing gross margins.

G&A expenses in our North American
IT Services segment were $134.1 million, $110.8 million, and $98.1 million, in 2007, 2006 and 2005, respectively, increasing by 21.0% and 12.9% in 2007 and 2006, respectively. As a percentage of revenue, G&A expenses were 21.3%, 19.8%, and
19.2%, for 2007, 2006 and 2005,



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respectively. The increase in G&A expenses for both 2007 and 2006 was due primarily to the increase in compensation expense related to this
segments increases in revenue and our investment in additional sales and recruiting personnel.

Operating income was $42.8 million,
$45.1 million, and $37.3 million in 2007, 2006 and 2005, respectively, decreasing by 5.1%, and increasing by 20.9% in 2007 and 2006, respectively. Operating income as a percentage of revenue was 6.8%, 8.0% and 7.3% in 2007, 2006 and 2005,
respectively.

International IT Services segment

Revenue in our International IT Services segment was $305.7 million, $267.1 million, and $272.2 million, for 2007, 2006 and 2005, respectively,
increasing by 14.5% in 2007 and decreasing by 1.9% in 2006. Changes in foreign currency exchange rates increased revenue by $24.6 million from 2006 to 2007, and by $3.3 million from 2005 to 2006. The International IT Acquisition contributed $3.3
million and $2.7 million in revenue in 2007 and 2006, respectively. The increase in revenue in 2007 was due primarily to changes in foreign currency exchange rates, and the increased spending on IT initiatives by our UK market clients. The decrease
in revenue in 2006 was due primarily to the scaling back of relationships with certain low-margin, high-volume clients which we began in 2005 and completed in 2006.

Gross profit in our International IT Services segment was $53.6 million, $42.8 million, and $35.5 million, in 2007, 2006 and 2005, respectively, increasing by 25.2% and 20.6% in 2007 and 2006, respectively. Changes in
foreign currency exchange rates increased gross profit by $4.3 million from 2006 to 2007, and by $523,000 from 2005 to 2006. Gross margin in our International IT Services segment was 17.5%, 16.0%, and 13.0% in 2007, 2006 and 2005, respectively. The
increase in gross margin in 2006 and 2007 was due primarily to the positive margin impact from the scaling back of relationships with certain low-margin, high-volume clients in the United Kingdom in order to focus on higher-margin clients in both
the United Kingdom and continental Europe.

G&A expenses in our International IT Services segment were $37.9 million, $34.4 million,
and $29.5 million, in 2007, 2006 and 2005, respectively, increasing by 10.2% and 16.6% in 2007 and 2006, respectively. As a percentage of revenue, G&A expenses were 12.4%, 12.9%, and 10.8%, for 2007, 2006 and 2005, respectively. The increase in
G&A expenses in 2007 and 2006 was due to changes in foreign exchange rates and the increase in compensation expense related to the increases in the segments gross profit, net of expense savings associated with exiting unprofitable
operations and management restructuring.

Operating income was $13.1 million, $6.5 million, and $4.5 million in 2007, 2006 and 2005,
respectively, increasing by 101.5% and by 44.4% in 2007 and 2006, respectively. Operating income as a percentage of revenue was 4.3%, 2.4% and 1.7% in 2007, 2006 and 2005, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Overview

We intend to generate stockholder value through strategic investments in our existing businesses, acquisitions, and stock repurchases, as appropriate.
Changes to our liquidity have historically been due primarily to the net effect of: (i) funds generated by operations and stock option exercises; and (ii) funds used for operations, acquisitions, repurchases of common stock and capital
expenditures. While there can be no assurances in this regard, we believe that funds provided by operations, our current cash balances and borrowings available under our credit facility will be sufficient to meet our presently anticipated needs for
working capital, capital expenditures, repurchases of common stock and acquisitions for at least the next 12 months.

In 2007, the $200.9
million used in investing and financing activities exceeded the $133.5 million provided from operating activities and the effect of changes in foreign currency exchange rates. Our net decrease of cash in 2007 was due primarily to a higher level of
cash spent on repurchases of stock and acquisitions. In 2006, cash



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of $113.3 million provided from operating activities and the effect of changes in foreign currency exchange rates, exceeded the $83.6 million used in
investing and financing activities. Our net increase of cash in 2006 was due primarily to a higher level of cash provided by operations and the positive translation impact from changes in foreign currency exchange rates. In 2005, cash of $91.9
million provided from operating activities, exceeded the $55.4 million used in investing activities, financing activities, and the effect of changes in foreign currency exchange rates. Our net increase of cash in 2005 was due primarily to a higher
level of cash provided by operations and less cash spent on acquisitions. The below table highlights working capital and cash, cash equivalents and short term investments as of December 31, 2007 and 2006, respectively:



|                                                  |  |      |       |      |   |      
|------------------------------------------------- |  | ---- | ----- | ---- | - | -----
|(amounts in millions)                             |  | 2007 |       | 2006
|Working capital                                   |  | $    | 265.2 |      | $ | 318.9
|Cash, cash equivalents and short term investments |  |      | 107.8 |      |   | 172.7

Operating Cash Flows

For 2007, 2006 and 2005, we generated $131.7 million, $106.6 million, and $91.9 million of cash flow from operations, respectively. The increase in cash
flow from operations in 2007 and 2006 was due primarily to our increased level of income, given that we were able to maintain our leverage of working capital during this growth. Cash flow from operations in 2006 included a $12.9 million outflow from
excess tax benefits on share-based awards. SFAS 123R requires tax benefits resulting from share-based awards in excess of compensation cost recognized to be classified as financing cash flows in the Consolidated Statement of Cash Flows. Prior to our
adoption of SFAS 123R on January 1, 2006, tax benefits resulting from share-based awards were classified as operating cash flows. See Footnote 9 to the Consolidated Financial Statements for a further discussion of SFAS 123R.

Investing Cash Flows

For 2007, we used $106.1
million of cash for investing activities, including $82.6 million for acquisitions, net of cash acquired, $20.9 million for capital expenditures, and $2.5 million for short term investments, net of sale proceeds. At December 31, 2007, our short
term investments were comprised of auction rate securities.

For 2006, we used $57.7 million of cash for investing activities, including
$44.2 million for acquisitions, net of cash acquired, and $13.6 million for capital expenditures.

For 2005, we used $25.5 million of cash
for investing activities, including $17.7 million for acquisitions, net of cash acquired, and $11.5 million for capital expenditures, net of $3.7 million generated from the sale of certain assets.

We anticipate that capital expenditures for furniture and equipment, including improvements to our management information and operating systems, during
the next twelve months, will be approximately $15 to $20 million.

Financing Cash Flows

For 2007, we used $94.9 million of cash for financing activities, consisting primarily of $95.1 million for the repurchase of common stock.

For 2006, we used $25.9 million of cash for financing activities, consisting primarily of $45.0 million for the repurchase of common stock and $7.6
million for the settlement of equity related grants, net of $14.8 million generated from stock option exercises and $12.9 million from excess tax benefits from share-based awards.

For 2005, we used $25.7 million of cash for financing activities, primarily $37.3 million used for the repurchase of common stock and $2.5 million used
for repayments on indebtedness, net of $14.7 million generated from stock option exercises.



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Our Board of Directors has authorized certain repurchases of our common stock. For 2007, we repurchased
7.8 million shares at a cost of $95.1 million. As of February 15, 2008, we have repurchased a total of 21.2 million shares at a cost of $231.8 million under this plan. We anticipate that we will continue to purchase shares under this
authorization in the future as we have approximately $85.7 million remaining under this authorization as of February 15, 2008. There is no expiration date for this authorization.

Indebtedness, Contractual Obligations, and Commercial Commitments of the Company

The following are
contractual cash obligations and other commercial commitments at December 31, 2007:



|                                   |  |                                            |         |                 |   |          |  |          |        |              |   |        |  |   |      
|---------------------------------- |  | ------------------------------------------ | ------- | --------------- | - | -------- |  | -------- | ------ | ------------ | - | ------ |  | - | -----
|                                   |  | Payments Due by Period                    
|(amounts in thousands)             |  | Total                                      |         | Less than1 Year |   | 1-3Years |  | 4-5Years |        | After 5Years
|Contractual cash obligations       |  |                                            |         |                 |   |          |  |          |        |              |   |        |  |   |      
|Operating leases                   |  | $                                          | 93,477  |                 | $ | 23,079   |  | $        | 51,038 |              | $ | 13,063 |  | $ | 6,297
|Other                              |  |                                            | 8,015   |                 |   | 8,015    |  |          |       |              |   |       |  |   |     
|                                   |  |                                            |         |                 |   |          |  |          |        |              |   |        |  |   |      
|Total contractual cash obligations |  | $                                          | 101,492 |                 | $ | 31,094   |  | $        | 51,038 |              | $ | 13,063 |  | $ | 6,297
|                                   |  |                                            |         |                 |   |          |  |          |        |              |   |        |  |   |      
|                                   | 
|                                   |  | Amount of Commitment Expiration per Period
|                                   |  | Total                                      |         | Less than1 Year |   | 1-3Years |  | 4-5Years |        | After 5Years
|Standby letters of credit          |  | $                                          | 7,807   |                 | $ | 7,807    |  | $        |       |              | $ |       |  | $ |     
|                                   |  |                                            |         |                 |   |          |  |          |        |              |   |        |  |   |      
|Total commercial commitments       |  | $                                          | 7,807   |                 | $ | 7,807    |  | $        |       |              | $ |       |  | $ |     
|                                   |  |                                            |         |                 |   |          |  |          |        |              |   |        |  |   |      

In the fourth quarter of 2006, we closed on a $250 million revolving credit facility which is
syndicated to a group of leading financial institutions and contains certain financial and non-financial covenants relating to our operations, including maintaining certain financial ratios. Repayment of the credit facility is guaranteed by
substantially all of our subsidiaries. The facility expires in November 2011. To date, there have been no borrowings outstanding under this facility, other than $7.8 million of standby letters of credit for certain operational matters.

New Accounting Pronouncements

In September 2006,
the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157), which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principals, and expands disclosures about fair
value measurements. SFAS 157 does not require any new fair value measurements, but rather clarifies the application of other accounting pronouncements that require or permit fair value measurements. The provisions of SFAS 157 are effective for
financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those years. Earlier application is encouraged, provided the reporting entity has not yet issued financial statements for that fiscal
year. We do not expect the adoption of SFAS 157 to have a material effect on our consolidated financial statements. In February 2008, the FASB issued FASB Staff Position No. FAS 157-2, Effective Date of FASB Statement No. 157, which
delays the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value at least once a year, to fiscal years beginning after November 15, 2008.

In February 2007, the FASB issued SFAS 159, The Fair Value Option for Financial Assets and Financial Liabilities.This standard permits entities
to choose to measure many financial instruments and certain other items at fair value and is effective for the first fiscal year beginning after November 15, 2007. We do not expect the adoption of SFAS 159 to have a material effect on our
consolidated financial statements.

In December 2007, the FASB issued SFAS 141-R, Business Combinations.This Statement applies
prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The objective of this Statement is to improve



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the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business
combination and its effects. We are currently evaluating the impact the adoption of SFAS 141-R will have on our consolidated financial statements.



|ITEM 7A. | QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------

The following assessment of our market risks does
not include uncertainties that are either nonfinancial or nonquantifiable, such as political, economic, tax and credit risks.

Our exposure
to market risk for changes in interest rates relates primarily to debt obligations under the credit facility, if any, and to our investments. We have an investment portfolio consisting of cash and cash equivalents including deposits in banks, money
market funds, and short-term investments with maturities of 90 days or less. We are adverse to principal loss and seek to preserve our invested funds by placing these funds with high credit quality issuers. We evaluate our invested funds to respond
appropriately to a reduction in the credit rating of any investment issuer or guarantor.

We are exposed to the impact of foreign currency
fluctuations. Changes in foreign currency exchange rates impact translations of foreign denominated assets and liabilities into U.S. dollars and future earnings and cash flows from transactions denominated in different currencies. Our international
operations generated approximately 39% of 2007 consolidated revenue, approximately 90% of which was from the United Kingdom. As of December 31, 2007, we have not entered into any foreign currency derivative instruments.

Our international operations transact business in their functional currency. As a result, fluctuations in the value of foreign currencies against the
U.S. dollar have an impact on reported results. Revenues and expenses denominated in foreign currencies are translated into U.S dollars at monthly average exchange rates prevailing during the period. Consequently, as the value of the U.S. dollar
changes relative to the currencies of our non-U.S. markets, our reported results vary.

Fluctuations in exchange rates impact the U.S.
dollar amount of stockholders equity. The assets and liabilities of our non-U.S. subsidiaries are translated into U.S. dollars at the exchange rate in effect at the end of a reporting period. The resulting translation adjustments are recorded
in Stockholders equity, as a component of Accumulated other comprehensive income, in our Consolidated Balance Sheets.

We are exposed
to minimal price fluctuations on equity mutual funds that are contained within our company-owned life insurance. The cash surrender value of the company-owned life insurance was $15.8 million at December 31, 2007, and is included in Other
assets, net in the Consolidated Balance Sheets. Changes to the cash surrender value are recognized in Other income, net on our Consolidated Statements of Operations. This company-owned life insurance is intended to be used to settle our obligations
of deferred compensation. Therefore, a corresponding employee liability is included in Other in the Liabilities section of the Consolidated Balance Sheets.



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|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | -------------------------------------------

(a)
Consolidated Financial Statements: The following consolidated financial statements are included in this Annual Report on Form 10-K:



|                                                                                                      |  |     
|----------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                      |  | Page
|                                                                                                      | 
|Report of Independent Registered Certified Public Accounting Firm                                     |  | 26  
|                                                                                                      | 
|Managements Report on Internal Control Over Financial Reporting                                      |  | 27  
|                                                                                                      | 
|Consolidated Balance Sheets at December 31, 2007 and 2006                                             |  | 28  
|                                                                                                      | 
|Consolidated Statements of Operations for the years ended December 31, 2007, 2006, and 2005           |  | 29  
|                                                                                                      | 
|Consolidated Statements of Stockholders Equity for the years ended December 31, 2007, 2006, and 2005 |  | 30  
|                                                                                                      | 
|Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006, and 2005           |  | 31  
|                                                                                                      | 
|Notes to Consolidated Financial Statements                                                            |  | 33  
|                                                                                                      | 
|Schedule IIValuation & Qualifying Accounts                                                           |  | 49  



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Report of Independent Registered Certified Public Accounting Firm

To the Board of Directors
and Stockholders of MPS Group, Inc.:

In our opinion, the accompanying
consolidated balance sheets and the related consolidated statements of operations, stockholders equity, and cash flows present fairly, in all material respects, the financial position of MPS Group, Inc. and its subsidiaries at
December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2007 in conformity with accounting principles generally accepted in the United States of
America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial
statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on criteria established in Internal ControlIntegrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Companys management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Managements Report on Internal Control over Financial Reporting appearing under Item 8. Our responsibility is to express
opinions on these financial statements, on the financial statement schedule, and on the Companys internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal
control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as
we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A companys
internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A companys internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Because of
its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP

Jacksonville, Florida

February 27, 2008



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##### Table of Contents

Managements Report on Internal Control over Financial Reporting

Management of MPS Group, Inc. is
responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2007. In making this assessment,
management used the criteria set forth in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on that assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2007.

The effectiveness of our internal control over financial reporting has been audited by PricewaterhouseCoopers LLP, an independent registered certified
public accounting firm, as stated in their report which is included herein.



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MPS Group, Inc. and Subsidiaries

Consolidated Balance Sheets



|                                                                                                                    |  |                  |           |                  |   |           |  
|------------------------------------------------------------------------------------------------------------------- |  | ---------------- | --------- | ---------------- | - | --------- | -
|(amounts in thousands)                                                                                              |  | December 31,2007 |           | December 31,2006 |  
|ASSETS                                                                                                              |  |                  |           |                  |   |           |  
|Current assets:                                                                                                     |  |                  |           |                  |   |           |  
|Cash and cash equivalents                                                                                           |  | $                | 105,285   |                  | $ | 172,692   |  
|Short term investments                                                                                              |  |                  | 2,500     |                  |   |          |  
|Accounts receivable, net of allowance of $20,102 and $14,766                                                        |  |                  | 323,804   |                  |   | 278,438   |  
|Prepaid expenses                                                                                                    |  |                  | 10,867    |                  |   | 7,997     |  
|Deferred income taxes                                                                                               |  |                  | 3,785     |                  |   | 2,997     |  
|Other                                                                                                               |  |                  | 17,463    |                  |   | 17,798    |  
|                                                                                                                    |  |                  |           |                  |   |           |  
|Total current assets                                                                                                |  |                  | 463,704   |                  |   | 479,922   |  
|Furniture, equipment, and leasehold improvements, net                                                               |  |                  | 35,859    |                  |   | 28,472    |  
|Goodwill, net                                                                                                       |  |                  | 678,530   |                  |   | 602,112   |  
|Deferred income taxes                                                                                               |  |                  |          |                  |   | 11,165    |  
|Other assets, net                                                                                                   |  |                  | 31,558    |                  |   | 20,608    |  
|                                                                                                                    |  |                  |           |                  |   |           |  
|Total assets                                                                                                        |  | $                | 1,209,651 |                  | $ | 1,142,279 |  
|                                                                                                                    |  |                  |           |                  |   |           |  
|                                                                                                                    |  |                 
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                |  |                  |           |                  |   |           |  
|Current liabilities:                                                                                                |  |                  |           |                  |   |           |  
|Accounts payable and accrued expenses                                                                               |  | $                | 99,101    |                  | $ | 81,069    |  
|Accrued payroll and related taxes                                                                                   |  |                  | 88,439    |                  |   | 67,186    |  
|Income taxes payable                                                                                                |  |                  | 11,014    |                  |   | 12,788    |  
|                                                                                                                    |  |                  |           |                  |   |           |  
|Total current liabilities                                                                                           |  |                  | 198,554   |                  |   | 161,043   |  
|Income taxes payable                                                                                                |  |                  | 7,303     |                  |   |          |  
|Other                                                                                                               |  |                  | 27,449    |                  |   | 17,938    |  
|                                                                                                                    |  |                  |           |                  |   |           |  
|Total liabilities                                                                                                   |  |                  | 233,306   |                  |   | 178,981   |  
|                                                                                                                    |  |                  |           |                  |   |           |  
|Commitments and contingencies (Note 6 and 7)                                                                        |  |                  |           |                  |   |           |  
|Stockholders equity:                                                                                               |  |                  |           |                  |   |           |  
|Preferred stock, $.01 par value; 10,000,000 shares authorized; no shares issued                                     |  |                  |          |                  |   |          |  
|Common stock, $.01 par value; 400,000,000 shares authorized; 96,789,586 and 114,902,247 shares issued, respectively |  |                  | 968       |                  |   | 1,149     |  
|Additional contributed capital                                                                                      |  |                  | 504,969   |                  |   | 716,980   |  
|Retained earnings                                                                                                   |  |                  | 421,021   |                  |   | 332,777   |  
|Accumulated other comprehensive income                                                                              |  |                  | 49,387    |                  |   | 42,196    |  
|Treasury stock, at cost (12,466,236 shares at December 31, 2006)                                                    |  |                  |          |                  |   | (129,804  | )
|                                                                                                                    |  |                  |           |                  |   |           |  
|Total stockholders equity                                                                                          |  |                  | 976,345   |                  |   | 963,298   |  
|                                                                                                                    |  |                  |           |                  |   |           |  
|Total liabilities and stockholders equity                                                                          |  | $                | 1,209,651 |                  | $ | 1,142,279 |  
|                                                                                                                    |  |                  |           |                  |   |           |  

See accompanying notes to consolidated financial statements.



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MPS Group, Inc. and Subsidiaries

Consolidated Statements of Operations



|                                                   |  |                          |           |      |   |           |  |   |          
|-------------------------------------------------- |  | ------------------------ | --------- | ---- | - | --------- |  | - | ---------
|                                                   |  | Years Ended December 31,
|(amounts in thousands except common share amounts) |  | 2007                     |           | 2006 |   | 2005     
|Revenue                                            |  | $                        | 2,171,835 |      | $ | 1,876,622 |  | $ | 1,684,699
|Cost of revenue                                    |  |                          | 1,549,547 |      |   | 1,359,580 |  |   | 1,242,331
|                                                   |  |                          |           |      |   |           |  |   |          
|Gross profit                                       |  |                          | 622,288   |      |   | 517,042   |  |   | 442,368  
|                                                   |  |                          |           |      |   |           |  |   |          
|Operating expenses:                                |  |                          |           |      |   |           |  |   |          
|General and administrative                         |  |                          | 468,535   |      |   | 386,629   |  |   | 340,065  
|Depreciation and intangibles amortization          |  |                          | 20,117    |      |   | 15,869    |  |   | 15,317   
|                                                   |  |                          |           |      |   |           |  |   |          
|Total operating expenses                           |  |                          | 488,652   |      |   | 402,498   |  |   | 355,382  
|                                                   |  |                          |           |      |   |           |  |   |          
|Operating income                                   |  |                          | 133,636   |      |   | 114,544   |  |   | 86,986   
|Other income, net                                  |  |                          | 6,911     |      |   | 5,991     |  |   | 3,799    
|                                                   |  |                          |           |      |   |           |  |   |          
|Income before provision for income taxes           |  |                          | 140,547   |      |   | 120,535   |  |   | 90,785   
|Provision for income taxes                         |  |                          | 53,459    |      |   | 45,321    |  |   | 31,188   
|                                                   |  |                          |           |      |   |           |  |   |          
|Net income                                         |  | $                        | 87,088    |      | $ | 75,214    |  | $ | 59,597   
|                                                   |  |                          |           |      |   |           |  |   |          
|Basic net income per common share                  |  | $                        | 0.88      |      | $ | 0.74      |  | $ | 0.59     
|                                                   |  |                          |           |      |   |           |  |   |          
|Average common shares outstanding, basic           |  |                          | 98,998    |      |   | 101,340   |  |   | 101,719  
|                                                   |  |                          |           |      |   |           |  |   |          
|Diluted net income per common share                |  | $                        | 0.86      |      | $ | 0.72      |  | $ | 0.56     
|                                                   |  |                          |           |      |   |           |  |   |          
|Average common shares outstanding, diluted         |  |                          | 101,086   |      |   | 104,090   |  |   | 105,832  
|                                                   |  |                          |           |      |   |           |  |   |          

See accompanying notes to consolidated financial statements.



29



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##### Table of Contents

MPS Group, Inc. and Subsidiaries

Consolidated Statements of Stockholders Equity



|                                                                           |  |              |   |  |                              |       |   |                  |   |                                            |   |  |                           |         |  |               |        |   |       |   |        |   |  |   |          |   |  |   |         |  
|-------------------------------------------------------------------------- |  | ------------ | - |  | ---------------------------- | ----- | - | ---------------- | - | ------------------------------------------ | - |  | ------------------------- | ------- |  | ------------- | ------ | - | ----- | - | ------ | - |  | - | -------- | - |  | - | ------- | -
|                                                                           |  | Common Stock |   |  | AdditionalContributedCapital |       |   | RetainedEarnings |   | AccumulatedOtherComprehensiveIncome (Loss) |   |  | DeferredStockCompensation |         |  | TreasuryStock |        |   | Total |  
|(amounts in thousands except common share amounts)                         |  | Shares       |   |  | Amount                       |       |   |                  |   |                                            |   | 
|Balance, December 31, 2004                                                 |  | 108,434,541  |   |  | $                            | 1,085 |   |                  | $ | 664,440                                    |   |  | $                         | 197,966 |  | $             | 18,497 |   |       | $ | (6,383 | ) |  | $ | (39,942  | ) |  | $ | 835,663 |  
|Comprehensive Income:                                                      |  |              |   |  |                              |       |   |                  |   |                                            |   |  |                           |         |  |               |        |   |       |   |        |   |  |   |          |   |  |   |         |  
|Net income                                                                 |  |             |   |  |                              |      |   |                  |   |                                           |   |  |                           | 59,597  |  |               |       |   |       |   |       |   |  |   |         |   |  |   |         |  
|Foreign currency translation                                               |  |             |   |  |                              |      |   |                  |   |                                           |   |  |                           |        |  |               | (6,937 | ) |       |   |       |   |  |   |         |   |  |   |         |  
|Total comprehensive income                                                 |  |             |   |  |                              |      |   |                  |   |                                           |   |  |                           |        |  |               |       |   |       |   |       |   |  |   |         |   |  |   | 52,660  |  
|Exercise of stock options and related tax benefit                          |  | 2,584,186    |   |  |                              | 26    |   |                  |   | 21,592                                     |   |  |                           |        |  |               |       |   |       |   |       |   |  |   |         |   |  |   | 21,618  |  
|Purchase of treasury stock                                                 |  |             |   |  |                              |      |   |                  |   |                                           |   |  |                           |        |  |               |       |   |       |   |       |   |  |   | (37,284  | ) |  |   | (37,284 | )
|Issuance of restricted stock                                               |  | 221,000      |   |  |                              | 2     |   |                  |   | 2,412                                      |   |  |                           |        |  |               |       |   |       |   | (2,414 | ) |  |   |         |   |  |   |        |  
|Cancellation of restricted stock                                           |  | (70,500      | ) |  |                              | (1    | ) |                  |   | (783                                       | ) |  |                           |        |  |               |       |   |       |   | 459    |   |  |   |         |   |  |   | (325    | )
|Share-based plans expense                                                  |  |             |   |  |                              |      |   |                  |   |                                           |   |  |                           |        |  |               |       |   |       |   | 3,708  |   |  |   |         |   |  |   | 3,708   |  
|                                                                           |  |              |   |  |                              |       |   |                  |   |                                            |   |  |                           |         |  |               |        |   |       |   |        |   |  |   |          |   |  |   |         |  
|Balance, December 31, 2005                                                 |  | 111,169,227  |   |  |                              | 1,112 |   |                  |   | 687,661                                    |   |  |                           | 257,563 |  |               | 11,560 |   |       |   | (4,630 | ) |  |   | (77,226  | ) |  |   | 876,040 |  
|Comprehensive Income:                                                      |  |              |   |  |                              |       |   |                  |   |                                            |   |  |                           |         |  |               |        |   |       |   |        |   |  |   |          |   |  |   |         |  
|Net income                                                                 |  |             |   |  |                              |      |   |                  |   |                                           |   |  |                           | 75,214  |  |               |       |   |       |   |       |   |  |   |         |   |  |   |         |  
|Foreign currency translation                                               |  |             |   |  |                              |      |   |                  |   |                                           |   |  |                           |        |  |               | 30,636 |   |       |   |       |   |  |   |         |   |  |   |         |  
|Total comprehensive income                                                 |  |             |   |  |                              |      |   |                  |   |                                           |   |  |                           |        |  |               |       |   |       |   |       |   |  |   |         |   |  |   | 105,850 |  
|Reclassification of deferred stock compensation upon adoption of SFAS 123R |  |             |   |  |                              |      |   |                  |   | (4,630                                     | ) |  |                           |        |  |               |       |   |       |   | 4,630  |   |  |   |         |   |  |   |        |  
|Exercise of stock options                                                  |  | 2,507,688    |   |  |                              | 25    |   |                  |   | 14,803                                     |   |  |                           |        |  |               |       |   |       |   |       |   |  |   |         |   |  |   | 14,828  |  
|Excess tax benefit from share-based awards                                 |  |             |   |  |                              |      |   |                  |   | 12,678                                     |   |  |                           |        |  |               |       |   |       |   |       |   |  |   |         |   |  |   | 12,678  |  
|Purchase of treasury stock                                                 |  |             |   |  |                              |      |   |                  |   |                                           |   |  |                           |        |  |               |       |   |       |   |       |   |  |   | (45,019  | ) |  |   | (45,019 | )
|Settlement of share-based awards                                           |  |             |   |  |                              |      |   |                  |   |                                           |   |  |                           |        |  |               |       |   |       |   |       |   |  |   | (7,559   | ) |  |   | (7,559  | )
|Issuance of restricted stock                                               |  | 1,309,828    |   |  |                              | 13    |   |                  |   | (13                                        | ) |  |                           |        |  |               |       |   |       |   |       |   |  |   |         |   |  |   |        |  
|Cancellation of restricted stock                                           |  | (84,496      | ) |  |                              | (1    | ) |                  |   | 1                                          |   |  |                           |        |  |               |       |   |       |   |       |   |  |   |         |   |  |   |        |  
|Share-based plans expense                                                  |  |             |   |  |                              |      |   |                  |   | 6,480                                      |   |  |                           |        |  |               |       |   |       |   |       |   |  |   |         |   |  |   | 6,480   |  
|                                                                           |  |              |   |  |                              |       |   |                  |   |                                            |   |  |                           |         |  |               |        |   |       |   |        |   |  |   |          |   |  |   |         |  
|Balance, December 31, 2006                                                 |  | 114,902,247  |   |  |                              | 1,149 |   |                  |   | 716,980                                    |   |  |                           | 332,777 |  |               | 42,196 |   |       |   |       |   |  |   | (129,804 | ) |  |   | 963,298 |  
|Comprehensive Income:                                                      |  |              |   |  |                              |       |   |                  |   |                                            |   |  |                           |         |  |               |        |   |       |   |        |   |  |   |          |   |  |   |         |  
|Net income                                                                 |  |             |   |  |                              |      |   |                  |   |                                           |   |  |                           | 87,088  |  |               |       |   |       |   |       |   |  |   |         |   |  |   |         |  
|Foreign currency translation                                               |  |             |   |  |                              |      |   |                  |   |                                           |   |  |                           |        |  |               | 7,191  |   |       |   |       |   |  |   |         |   |  |   |         |  
|Total comprehensive income                                                 |  |             |   |  |                              |      |   |                  |   |                                           |   |  |                           |        |  |               |       |   |       |   |       |   |  |   |         |   |  |   | 94,279  |  
|Cumulative effect of accounting change upon adoption of FIN 48             |  |             |   |  |                              |      |   |                  |   |                                           |   |  |                           | 1,156   |  |               |       |   |       |   |       |   |  |   |         |   |  |   | 1,156   |  
|Exercise of stock options                                                  |  | 677,372      |   |  |                              | 7     |   |                  |   | 4,515                                      |   |  |                           |        |  |               |       |   |       |   |       |   |  |   |         |   |  |   | 4,522   |  
|Excess tax benefit from share-based awards                                 |  |             |   |  |                              |      |   |                  |   | 2,067                                      |   |  |                           |        |  |               |       |   |       |   |       |   |  |   |         |   |  |   | 2,067   |  
|Purchase of treasury stock                                                 |  |             |   |  |                              |      |   |                  |   |                                           |   |  |                           |        |  |               |       |   |       |   |       |   |  |   | (95,082  | ) |  |   | (95,082 | )
|Settlement of share-based awards                                           |  |             |   |  |                              |      |   |                  |   |                                           |   |  |                           |        |  |               |       |   |       |   |       |   |  |   | (1,943   | ) |  |   | (1,943  | )
|Retirement of treasury stock                                               |  | (20,407,008  | ) |  |                              | (204  | ) |                  |   | (226,625                                   | ) |  |                           |        |  |               |       |   |       |   |       |   |  |   | (226,829 | ) |  |   |        |  
|Issuance of restricted stock                                               |  | 1,742,500    |   |  |                              | 17    |   |                  |   | (17                                        | ) |  |                           |        |  |               |       |   |       |   |       |   |  |   |         |   |  |   |        |  
|Cancellation of restricted stock                                           |  | (125,525     | ) |  |                              | (1    | ) |                  |   | 1                                          |   |  |                           |        |  |               |       |   |       |   |       |   |  |   |         |   |  |   |        |  
|Share-based plans expense                                                  |  |             |   |  |                              |      |   |                  |   | 8,048                                      |   |  |                           |        |  |               |       |   |       |   |       |   |  |   |         |   |  |   | 8,048   |  
|                                                                           |  |              |   |  |                              |       |   |                  |   |                                            |   |  |                           |         |  |               |        |   |       |   |        |   |  |   |          |   |  |   |         |  
|Balance, December 31, 2007                                                 |  | 96,789,586   |   |  | $                            | 968   |   |                  | $ | 504,969                                    |   |  | $                         | 421,021 |  | $             | 49,387 |   |       | $ |       |   |  | $ |         |   |  | $ | 976,345 |  
|                                                                           |  |              |   |  |                              |       |   |                  |   |                                            |   |  |                           |         |  |               |        |   |       |   |        |   |  |   |          |   |  |   |         |  

See accompanying notes to consolidated financial statements.



30



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##### Table of Contents

M
PS Group, Inc. and Subsidiaries

Consolidated Statements of Cash Flows



|                                                                                                 |  |                          |          |   |      |   |         |      |  |   |         |  
|------------------------------------------------------------------------------------------------ |  | ------------------------ | -------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                                 |  | Years Ended December 31, |         
|(amounts in thousands)                                                                           |  | 2007                     |          |   | 2006 |   |         | 2005 | 
|Cash flows from operating activities:                                                            |  |                          |          |   |      |   |         |      |  |   |         |  
|Net income                                                                                       |  | $                        | 87,088   |   |      | $ | 75,214  |      |  | $ | 59,597  |  
|Adjustments to reconcile net income to net cash provided by operating activities:                |  |                          |          |   |      |   |         |      |  |   |         |  
|Deferred income taxes                                                                            |  |                          | 20,969   |   |      |   | 17,931  |      |  |   | 22,697  |  
|Share-based plans expense                                                                        |  |                          | 8,048    |   |      |   | 6,480   |      |  |   | 3,383   |  
|Excess tax benefit from share-based awards                                                       |  |                          | (2,084   | ) |      |   | (12,895 | )    |  |   |        |  
|Depreciation and intangibles amortization                                                        |  |                          | 20,117   |   |      |   | 15,869  |      |  |   | 15,317  |  
|Changes in certain assets and liabilities, net of acquisitions:                                  |  |                          |          |   |      |   |         |      |  |   |         |  
|Accounts receivable                                                                              |  |                          | (30,377  | ) |      |   | (9,575  | )    |  |   | (42,615 | )
|Prepaid expenses and other assets                                                                |  |                          | (2,750   | ) |      |   | 133     |      |  |   | (676    | )
|Accounts payable and accrued expenses                                                            |  |                          | 7,916    |   |      |   | 6,016   |      |  |   | 21,586  |  
|Accrued payroll and related taxes                                                                |  |                          | 17,834   |   |      |   | 9,414   |      |  |   | 14,775  |  
|Other, net                                                                                       |  |                          | 4,984    |   |      |   | (1,986  | )    |  |   | (2,166  | )
|                                                                                                 |  |                          |          |   |      |   |         |      |  |   |         |  
|Net cash provided by operating activities                                                        |  |                          | 131,745  |   |      |   | 106,601 |      |  |   | 91,898  |  
|                                                                                                 |  |                          |          |   |      |   |         |      |  |   |         |  
|Cash flows from investing activities:                                                            |  |                          |          |   |      |   |         |      |  |   |         |  
|Purchase of short term investments                                                               |  |                          | (154,875 | ) |      |   |        |      |  |   |        |  
|Proceeds from sale of short term investments                                                     |  |                          | 152,375  |   |      |   |        |      |  |   |        |  
|Sale of assets                                                                                   |  |                          |         |   |      |   |        |      |  |   | 3,674   |  
|Purchase of furniture, equipment, and leasehold improvements, net of disposals                   |  |                          | (20,948  | ) |      |   | (13,571 | )    |  |   | (11,480 | )
|Purchase of businesses, including additional consideration on acquisitions, net of cash acquired |  |                          | (82,607  | ) |      |   | (44,155 | )    |  |   | (17,714 | )
|                                                                                                 |  |                          |          |   |      |   |         |      |  |   |         |  
|Net cash used in investing activities                                                            |  |                          | (106,055 | ) |      |   | (57,726 | )    |  |   | (25,520 | )
|                                                                                                 |  |                          |          |   |      |   |         |      |  |   |         |  
|Cash flows from financing activities:                                                            |  |                          |          |   |      |   |         |      |  |   |         |  
|Repurchases of common stock                                                                      |  |                          | (95,082  | ) |      |   | (45,019 | )    |  |   | (37,284 | )
|Discount realized on employee stock purchase plan                                                |  |                          | (57      | ) |      |   | (5      | )    |  |   | (572    | )
|Settlement of share-based awards                                                                 |  |                          | (1,943   | ) |      |   | (7,559  | )    |  |   |        |  
|Excess tax benefit from share-based awards                                                       |  |                          | 2,084    |   |      |   | 12,895  |      |  |   |        |  
|Proceeds from stock options exercised                                                            |  |                          | 4,579    |   |      |   | 14,833  |      |  |   | 14,687  |  
|Repayments on indebtedness                                                                       |  |                          | (4,433   | ) |      |   | (1,003  | )    |  |   | (2,553  | )
|                                                                                                 |  |                          |          |   |      |   |         |      |  |   |         |  
|Net cash used in financing activities                                                            |  |                          | (94,852  | ) |      |   | (25,858 | )    |  |   | (25,722 | )
|                                                                                                 |  |                          |          |   |      |   |         |      |  |   |         |  
|Effect of exchange rate changes on cash and cash equivalents                                     |  |                          | 1,755    |   |      |   | 6,724   |      |  |   | (4,202  | )
|                                                                                                 |  |                          |          |   |      |   |         |      |  |   |         |  
|Net increase (decrease) in cash and cash equivalents                                             |  |                          | (67,407  | ) |      |   | 29,741  |      |  |   | 36,454  |  
|Cash and cash equivalents, beginning of year                                                     |  |                          | 172,692  |   |      |   | 142,951 |      |  |   | 106,497 |  
|                                                                                                 |  |                          |          |   |      |   |         |      |  |   |         |  
|Cash and cash equivalents, end of year                                                           |  | $                        | 105,285  |   |      | $ | 172,692 |      |  | $ | 142,951 |  
|                                                                                                 |  |                          |          |   |      |   |         |      |  |   |         |  

See accompanying notes to consolidated financial statements.



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|                                   |  |                          |        |      |   |        |  |   |      
|---------------------------------- |  | ------------------------ | ------ | ---- | - | ------ |  | - | -----
|                                   |  | Years Ended December 31,
|(amounts in thousands)             |  | 2007                     |        | 2006 |   | 2005  
|SUPPLEMENTAL CASH FLOW INFORMATION |  |                          |        |      |   |        |  |   |      
|Interest paid                      |  | $                        | 643    |      | $ | 627    |  | $ | 600  
|Income taxes paid                  |  |                          | 22,965 |      |   | 14,154 |  |   | 4,861

NON-CASH INVESTING AND FINANCING ACTIVITIES

We completed seven acquisitions in 2007, six acquisitions in 2006, and three acquisitions in 2005. In connection with the acquisitions, liabilities were
assumed as follows:



|                              |  |                          |         |   |      |   |         |      |  |   |         |  
|----------------------------- |  | ------------------------ | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                              |  | Years Ended December 31, |        
|(amounts in thousands)        |  | 2007                     |         |   | 2006 |   |         | 2005 | 
|Fair value of assets acquired |  | $                        | 93,458  |   |      | $ | 55,849  |      |  | $ | 18,003  |  
|Cash paid                     |  |                          | (76,912 | ) |      |   | (44,283 | )    |  |   | (15,250 | )
|                              |  |                          |         |   |      |   |         |      |  |   |         |  
|Liabilities assumed           |  | $                        | 16,546  |   |      | $ | 11,566  |      |  | $ | 2,753   |  
|                              |  |                          |         |   |      |   |         |      |  |   |         |  



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MPS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.    DESCRIPTION OF BUSINESS

MPS Group, Inc. (MPS) (New York Stock Exchange symbol: MPS) is a leading provider of business services with over 230 offices in the
United States, Canada, the United Kingdom, continental Europe, Australia, and Asia. We deliver specialty staffing, consulting and business solutions to virtually all industries in the following disciplines and through the following primary brands:



|                                     |  |                                          
|------------------------------------ |  | -----------------------------------------
|Discipline                           |  | Brand(s)                                 
|Information Technology (IT) Services |  | Modis®                                   
|Accounting and Finance               |  | Badenoch & Clark®, Accounting Principals®
|Engineering                          |  | Entegee®                                 
|Legal                                |  | Special Counsel®                         
|IT Solutions                         |  | Idea Integration®                        
|Healthcare                           |  | Soliant Health®                          
|Workforce Automation                 |  | Beeline®                                 

We present the financial results of the above brands under our four reporting segments: North
American Professional Services, International Professional Services, North American IT Services and International IT Services.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

The consolidated financial statements include the accounts of MPS and our wholly owned subsidiaries. All material intercompany transactions
have been eliminated in the accompanying consolidated financial statements.

Cash and Cash Equivalents

Cash and cash equivalents include deposits in banks, money market funds, and short-term investments with original maturities of 90 days or less, when
purchased.

Short Term Investments

At December 31, 2007, our short term investments were comprised of auction rate securities. We classify these investments as available-for-sale securities and in accordance with Statement of Financial Accounting
Standards (SFAS) 115, Accounting for Certain Investments in Debt and Equity Securities, we record these securities at fair value in Current Assets on our Consolidated Balance Sheets. In addition, we report changes in the fair
value of these securities, if any, as unrealized holding gains and losses, net of the related tax effect, as a separate component of other comprehensive income until realized.

Furniture, Equipment, and Leasehold Improvements

Furniture, equipment, and leasehold improvements are recorded at cost less accumulated depreciation and amortization. Depreciation of furniture and equipment is computed using the straight-line method over the
estimated useful lives of the related assets. We have developed a proprietary software package, which allows us to implement imaging, time capture, and data-warehouse reporting. The costs associated with the development of this proprietary software
package have been capitalized, and are being amortized over a five-year period. See Footnote 13.

In accordance with Statements of
Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, we evaluate the recoverability of our carrying value of property and equipment whenever events or changes in
circumstances indicate that the carrying amount may not be



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MPS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



recoverable. Carrying value write-downs and gains and losses on disposition of property and equipment are reflected in the Consolidated Statements of
Operations.

Goodwill and Other Identifiable Intangible Assets

For acquisitions, we allocate the excess of cost over the fair market value of the net tangible assets first to identifiable intangible assets, if any,
and then to goodwill. In connection with SFAS No. 142, Goodwill and Other Intangible Assets, we are required to perform goodwill impairment reviews, at least annually, utilizing a fair-value approach.

We performed valuation testing during the fourth quarters of 2007, 2006 and 2005 (its designated timing of the annual impairment test under SFAS
No. 142) and did not incur any impairment. In addition, no events have occurred since we performed valuation testing that would cause us to incur any impairment. We plan to perform our next annual impairment review during the fourth quarter of
2008. An impairment review prior to our next scheduled annual review may be required if certain events occur, including lower than forecasted earnings levels for various reporting units. A negative variation in the economic condition of the United
States, United Kingdom, or any other foreign countries in which we do business may severely reduce demand for our services and thereby significantly reduce earnings levels for our reporting units. In addition, changes to other assumptions could
significantly impact our estimate of the fair value of our reporting units. Lower than forecasted earnings levels, or changes to other assumptions may result in a goodwill impairment charge, which could have a significant impact on the reportable
segments that include the related reporting units and the Consolidated Financial Statements.

We used an equally blended value of a
discounted cash flow analysis and market comparables analysis to arrive at fair value for SFAS No. 142. For the discounted cash flow analysis, significant assumptions included expected future revenue growth rates, reporting unit profit margins,
working capital levels and a discount rate. The revenue growth rates and reporting unit profit margins are based, in part, on our expectation of a stable economic environment. Negative variations in economic conditions would adversely impact revenue
growth rates and reporting unit profit margins. Market comparables included a comparison of the market ratios and performance fundamentals from comparable companies. The use of these measurement criteria is consistent with the underlying concepts
used in determining the fair value of a company or reportable unit under the market approach. The market ratios we used refer to the multiples of revenue and earnings of comparable companies and the performance fundamentals refer to the
consideration of the effects of the differences in the operating metrics, i.e. growth rates, operating margins, gross margins, etc. on our value versus the comparable companies.

From 2005 to 2007, we acquired a total of 16 businesses for our four reporting segments. These acquisitions were recorded in accordance with the
provisions of SFAS No. 141 Business Combinations. See Footnote 3 (Business Combinations) and Footnote 5 (Goodwill And Other Identifiable Intangible Assets).

Revenue Recognition

We recognize substantially all revenue at the time services are provided
and the revenue is recorded on a time and materials basis. In most cases, the consultant is our employee and all costs of employing the worker are our responsibility and are included in cost of revenue. Revenues generated when we permanently place
an individual with a client are recorded at the time of start.

Foreign Operations

The financial position and operating results of foreign operations are consolidated using the local currency as the functional currency. These operating
results are considered to be permanently invested in foreign operations. Local currency assets and liabilities are translated at the rate of exchange to the U.S. dollar on the balance sheet date, and the local currency revenues and expenses are
translated at average rates of exchange to the U.S. dollar during the period.



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MPS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Income Taxes

We adopted FASB Interpretation No. (FIN) 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007. FIN 48 prescribes a
recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Additionally, FIN 48 provides guidance on recognition, classification, and
disclosure of tax positions.

The provision for income taxes is based on income before taxes as reported in the accompanying Consolidated
Statements of Operations. Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and
liabilities are determined based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. An
assessment is made as to whether or not a valuation allowance is required to offset deferred tax assets. This assessment includes anticipating future taxable income. See Footnote 7.

Net Income per Common Share

The consolidated financial statements include basic and diluted per share information. Basic net income per common share information is calculated by dividing net income by the weighted average number of common
shares outstanding. Diluted net income per common share information is calculated by also considering the impact of potential common stock equivalents on both net income and the weighted average number of common shares outstanding. The weighted
average number of common shares used in the basic net income per common share computations was 99.0 million, 101.3 million and 101.7 million in 2007, 2006 and 2005, respectively. The only difference in the computation of basic and
diluted net income per common share is the inclusion of 2.1 million, 2.8 million and 4.1 million incremental common shares from the assumed exercise of stock options and restricted stock awards in 2007, 2006 and 2005, respectively.
See Footnote 10.

Treasury Stock

During the years ended December 31, 2007, 2006 and 2005, we repurchased approximately 7.8 million, 3.2 million, and 3.8 million shares of common stock on the open market for a total cost of $95.1
million, $45.0 million, and $37.3 million, respectively. Treasury stock is accounted for using the cost method. In the fourth quarter of 2007, we retired all shares held in treasury. The retirement of these shares was applied against Additional
contributed capital on the Consolidated Balance Sheets.

Pervasiveness of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions
that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Although management
believes these estimates and assumptions are adequate, actual results may differ from the estimates and assumptions used.

New
Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS
157), which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principals, and expands disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements, but
rather clarifies the application of other accounting pronouncements that require or permit fair



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MPS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



value measurements. The provisions of SFAS 157 are effective for financial statements issued for fiscal years beginning after November 15, 2007, and
interim periods within those years. Earlier application is encouraged, provided the reporting entity has not yet issued financial statements for that fiscal year. We do not expect the adoption of SFAS 157 to have a material effect on our
consolidated financial statements. In February 2008, the FASB issued FASB Staff Position No. FAS 157-2, Effective Date of FASB Statement No. 157, which delays the effective date of SFAS 157 for nonfinancial assets and nonfinancial
liabilities, except for items that are recognized or disclosed at fair value at least once a year, to fiscal years beginning after November 15, 2008.

In February 2007, the FASB issued SFAS 159, The Fair Value Option for Financial Assets and Financial Liabilities.This standard permits entities to choose to measure many financial instruments and certain other
items at fair value and is effective for the first fiscal year beginning after November 15, 2007. We do not expect the adoption of SFAS 159 to have a material effect on our consolidated financial statements.

In December 2007, the FASB issued SFAS 141-R, Business Combinations.This Statement applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The objective of this Statement is to improve the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial reports about a business combination and its effects. We are currently evaluating the impact the adoption of SFAS 141-R will have on our consolidated financial statements.

3.    BUSINESS COMBINATIONS

In
2007, we acquired seven businesses for which purchase consideration totaled $85.3 million in cash, of which $77.3 million was paid at closing. The respective disciplines of the acquired businesses are legal staffing, marketing staffing and
solutions, workforce solutions, job board, and property recruitment. In 2006, we acquired six businesses for which purchase consideration totaled $49.6 million in cash, of which $44.5 million was paid at closing. The respective disciplines of the
acquired businesses are accounting and finance staffing, pharmacy staffing, workforce solutions, and professional permanent placement, professional staffing, and IT staffing. In 2005, we acquired three businesses for which purchase consideration
totaled $17.3 million in cash, of which $16.1 million was paid at closing. The respective disciplines of the acquired businesses are accounting and finance staffing, healthcare staffing, and IT solutions.

4.    INDEBTEDNESS

Indebtedness at December 31, 2007 and 2006 consisted of the following:



|                                                                                                        |  |      |       |      |   |      
|------------------------------------------------------------------------------------------------------- |  | ---- | ----- | ---- | - | -----
|(amounts in thousands)                                                                                  |  | 2007 |       | 2006
|Notes payable to former stockholders of acquired companies (interest rates ranging from 4.85% to 5.75%) |  | $    | 8,015 |      | $ | 4,483
|Current portion of notes payable                                                                        |  | $    | 8,015 |      | $ | 4,483

The notes payable are included in the line item Accounts payable and accrued expenses
on the Consolidated Balance Sheets.

In the fourth quarter of 2006, we closed on a $250 million revolving credit facility which is
syndicated to a group of leading financial institutions and contains certain financial and non-financial covenants relating to its operations, including maintaining certain financial ratios. Repayment of the credit facility is guaranteed by
substantially all of our subsidiaries. The facility expires in November 2011. We incurred certain costs directly related to obtaining the credit facility in the amount of approximately $440,000. These costs have been



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MPS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



capitalized and are being amortized over the life of the credit facility, and are included in the line item Other assets, net on the Consolidated
Balance Sheet. As of December 31, 2007, there were no borrowings outstanding under this facility, other than $7.8 million of standby letters of credit for certain operational matters.

5.    GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

The changes in the carrying amount of goodwill for 2007 and 2006 are as follows:



|                                          |  |                       |         |               |   |              |  |               |         |  |   |        |  |   |        
|----------------------------------------- |  | --------------------- | ------- | ------------- | - | ------------ |  | ------------- | ------- |  | - | ------ |  | - | -------
|                                          |  | Professional Services |         | IT Services   |   | Total       
|(amounts in thousands)                    |  | NorthAmerica          |         | International |   | NorthAmerica |  | International |        
|Balance as of December 31, 2005           |  | $                     | 163,649 |               | $ | 104,547      |  | $             | 246,914 |  | $ | 30,253 |  | $ | 545,363
|2006 acquisitions                         |  |                       | 12,043  |               |   | 17,201       |  |               | 5,106   |  |   | 3,026  |  |   | 37,376 
|Effect of foreign currency exchange rates |  |                       |        |               |   | 16,238       |  |               | 136     |  |   | 2,999  |  |   | 19,373 
|                                          |  |                       |         |               |   |              |  |               |         |  |   |        |  |   |        
|Balance as of December 31, 2006           |  |                       | 175,692 |               |   | 137,986      |  |               | 252,156 |  |   | 36,278 |  |   | 602,112
|2007 acquisitions                         |  |                       | 20,191  |               |   | 37,506       |  |               | 15,038  |  |   |       |  |   | 72,735 
|Effect of foreign currency exchange rates |  |                       |        |               |   | 1,888        |  |               | 1,356   |  |   | 439    |  |   | 3,683  
|                                          |  |                       |         |               |   |              |  |               |         |  |   |        |  |   |        
|Balance as of December 31, 2007           |  | $                     | 195,883 |               | $ | 177,380      |  | $             | 268,550 |  | $ | 36,717 |  | $ | 678,530
|                                          |  |                       |         |               |   |              |  |               |         |  |   |        |  |   |        

We allocated the purchase price of acquisitions in accordance with SFAS 141, Business
Combinations. At December 31, 2007 and 2006, there were $10.0 million and $6.0 million, respectively, of identifiable intangible assets on our Consolidated Balance Sheets relating to our acquisitions in 2007 and 2006. Identifiable
intangible assets relate primarily to the value of the acquired business customer relationships and trade names at the acquisition date.

6.    COMMITMENTS AND CONTINGENCIES

Rent expense, primarily for office premises, was $30.9 million,
$26.0 million, and $24.0 million, for 2007, 2006 and 2005, respectively. We lease office space under various noncancelable operating leases. The following is a schedule of future minimum lease payments with terms in excess of one year (amounts in
thousands):



|           |  |   |       
|---------- |  | - | ------
|Year:      |  |  
|2008       |  | $ | 23,079
|2009       |  |   | 20,167
|2010       |  |   | 17,691
|2011       |  |   | 13,180
|2012       |  |   | 8,481 
|Thereafter |  |   | 10,879
|           |  |   |       
|           |  | $ | 93,477
|           |  |   |       

In addition, as of December 31, 2007, we had future purchase commitments of approximately
$14.6 million over the next three years, related primarily to telecom service agreements, software licenses and subscriptions, and computer hardware and software maintenance agreements.

We are a party to a number of lawsuits and claims arising out of the ordinary conduct of its business. In the opinion of management, based on the advice
of in-house and external legal counsel, the lawsuits and claims pending are not likely to have a material adverse effect on us, our financial position, our results of operations, or our cash flows.



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MPS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



7.    INCOME TAXES

A comparative analysis of the provision for income taxes from continuing operations is as follows:



|                       |  |      |        |   |      |   |        |      |  |   |        |  
|---------------------- |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|(amounts in thousands) |  | 2007 |        |   | 2006 |   |        | 2005 | 
|Current:               |  |      |        |   |      |   |        |      |  |   |        |  
|Federal                |  | $    | 15,812 |   |      | $ | 13,767 |      |  | $ | 214    |  
|State                  |  |      | 2,104  |   |      |   | 1,490  |      |  |   | 834    |  
|International          |  |      | 14,574 |   |      |   | 12,133 |      |  |   | 7,443  |  
|                       |  |      |        |   |      |   |        |      |  |   |        |  
|                       |  |      | 32,490 |   |      |   | 27,390 |      |  |   | 8,491  |  
|                       |  |      |        |   |      |   |        |      |  |   |        |  
|Deferred:              |  |      |        |   |      |   |        |      |  |   |        |  
|Federal                |  |      | 21,001 |   |      |   | 20,592 |      |  |   | 25,433 |  
|State                  |  |      | 1,720  |   |      |   | 763    |      |  |   | (2,335 | )
|International          |  |      | (1,752 | ) |      |   | (3,424 | )    |  |   | (401   | )
|                       |  |      |        |   |      |   |        |      |  |   |        |  
|                       |  |      | 20,969 |   |      |   | 17,931 |      |  |   | 22,697 |  
|                       |  |      |        |   |      |   |        |      |  |   |        |  
|                       |  | $    | 53,459 |   |      | $ | 45,321 |      |  | $ | 31,188 |  
|                       |  |      |        |   |      |   |        |      |  |   |        |  

The difference between the actual income tax provision and the tax provision computed by applying
the statutory federal income tax rate to income before provision for income taxes is attributable to the following:



|                                                     |  |        |        |   |            |      |    |        |   |        |            |  |      |        |  |   |            |   |  |      |   
|---------------------------------------------------- |  | ------ | ------ | - | ---------- | ---- | -- | ------ | - | ------ | ---------- |  | ---- | ------ |  | - | ---------- | - |  | ---- | --
|                                                     |  | 2007   |        |   | 2006       |      |    | 2005   |  
|(amounts in thousands)                               |  | Amount |        |   | Percentage |      |    | Amount |   |        | Percentage |  |      | Amount |  |   | Percentage |  
|Tax computed using the federal statutory rate        |  | $      | 49,191 |   |            | 35.0 | %  |        | $ | 42,187 |            |  | 35.0 | %      |  | $ | 31,775     |   |  | 35.0 | % 
|State income taxes, net of federal income tax effect |  |        | 3,824  |   |            | 2.7  | %  |        |   | 2,253  |            |  | 1.9  | %      |  |   | (1,501     | ) |  | (1.7 | )%
|Non-deductible meals                                 |  |        | 3,451  |   |            | 2.5  | %  |        |   | 3,330  |            |  | 2.8  | %      |  |   | 2,434      |   |  | 2.7  | % 
|Foreign tax rate differential                        |  |        | (2,351 | ) |            | (1.7 | )% |        |   | (2,129 | )          |  | (1.8 | )%     |  |   | (1,112     | ) |  | (1.2 | )%
|Other permanent differences                          |  |        | (656   | ) |            | (0.5 | )% |        |   | (320   | )          |  | (0.3 | )%     |  |   | (408       | ) |  | (0.4 | )%
|                                                     |  |        |        |   |            |      |    |        |   |        |            |  |      |        |  |   |            |   |  |      |   
|                                                     |  | $      | 53,459 |   |            | 38.0 | %  |        | $ | 45,321 |            |  | 37.6 | %      |  | $ | 31,188     |   |  | 34.4 | % 
|                                                     |  |        |        |   |            |      |    |        |   |        |            |  |      |        |  |   |            |   |  |      |   



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MPS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The components of the deferred tax assets and liabilities recorded in the accompanying Consolidated
Balance Sheets are as follows:



|                                                            |  |      |         |   |      |   |         |  
|----------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|(amounts in thousands)                                      |  | 2007 |         |   | 2006 |  
|Gross deferred tax assets:                                  |  |      |         |   |      |   |         |  
|Allowance for doubtful accounts                             |  | $    | 6,632   |   |      | $ | 4,680   |  
|Foreign tax credit carryforward                             |  |      | 18,658  |   |      |   | 21,203  |  
|Net operating loss carryforward                             |  |      | 7,478   |   |      |   | 9,409   |  
|Capital loss carryforward                                   |  |      | 8,085   |   |      |   | 3,661   |  
|Deferred compensation                                       |  |      | 5,795   |   |      |   | 4,131   |  
|Equity based compensation                                   |  |      | 4,128   |   |      |   | 3,431   |  
|Other employee benefits                                     |  |      | 2,744   |   |      |   | 2,369   |  
|Other                                                       |  |      | 5,689   |   |      |   | 4,088   |  
|                                                            |  |      |         |   |      |   |         |  
|Total gross deferred tax assets                             |  | $    | 59,209  |   |      | $ | 52,972  |  
|Valuation allowance                                         |  |      | (29,259 | ) |      |   | (26,041 | )
|                                                            |  |      |         |   |      |   |         |  
|Total gross deferred tax assets, net of valuation allowance |  | $    | 29,950  |   |      | $ | 26,931  |  
|                                                            |  |      |         |   |      |   |         |  
|Gross deferred tax liabilities:                             |  |      |         |   |      |   |         |  
|Amortization of goodwill                                    |  |      | (28,405 | ) |      |   | (10,575 | )
|Other                                                       |  |      | (4,719  | ) |      |   | (2,194  | )
|                                                            |  |      |         |   |      |   |         |  
|Total gross deferred tax liabilities                        |  |      | (33,124 | ) |      |   | (12,769 | )
|                                                            |  |      |         |   |      |   |         |  
|Net deferred tax asset/(liability)                          |  | $    | (3,174  | ) |      | $ | 14,162  |  
|                                                            |  |      |         |   |      |   |         |  

Recognition of deferred tax assets is based on managements belief that it is more likely
than not that the tax benefit associated with temporary differences, operating loss carryforwards and tax credits will be utilized. A valuation allowance is recorded for those deferred tax assets for which it is more likely than not that realization
will not occur.

Our valuation allowance at December 31, 2007 consisted of $15.0 million in foreign tax credit carryforwards, $5.7
million in state net operating loss carryforwards, $500,000 in foreign net operating loss carryforwards, $4.4 million for a foreign capital loss carryforward, and $3.7 million for a federal capital loss carryforward which will expire in 2008. The
valuation allowance at December 31, 2006 consisted of $15.0 million in foreign tax credit carryforwards, $6.8 million in state net operating loss carryforwards, $500,000 in foreign net operating loss carryforwards, and $3.7 million for a
federal capital loss carryforward.

In addition to deferred tax expense, our deferred tax asset decreased in 2007 for deferred taxes
related to acquisitions in the amount of $900,000 and increased for the adoption of FIN 48 in the amount of $4.5 million.

Federal income
taxes were not provided for income from foreign subsidiaries (except for Canada), since they are considered to be permanently invested. If these earnings were remitted, foreign tax credits would substantially offset any resulting federal income tax.

We adopted FIN 48, Accounting for Uncertainty in Income Taxes,on January 1, 2007. FIN 48 prescribes a recognition threshold
and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Additionally, FIN 48 provides guidance on recognition, classification, and disclosure of tax
positions. Upon adoption of FIN 48, we reduced our reserve for uncertain tax positions by $1.2 million and recorded this reduction as an adjustment to the opening balance of Retained earnings on our Condensed Consolidated Balance Sheets. At
January 1, 2007, our unrecognized tax benefits  that is, the aggregate tax effect of differences between tax return positions and the benefits recognized in our



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MPS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



financial statements  were $10.5 million. If recognized, $6.9 million of our unrecognized tax benefits would impact our Provision for income taxes on
our Condensed Consolidated Statements of Operations and thus our effective tax rate.

During the second quarter of 2007, we settled a state
income tax audit. We reduced our gross unrecognized tax benefit by $3.3 million as a result of this settlement. There were no material changes to the gross unrecognized tax benefit during the remainder of 2007. At December 31, 2007, our
unrecognized tax benefits were $7.4 million, and if recognized, $5.3 million would impact our Provision for income taxes. A reconciliation of our beginning and ending unrecognized tax benefit is as follows:



|                                                             |  |         |        |  
|------------------------------------------------------------ |  | ------- | ------ | -
|(amounts in thousands)                                       |  | Benefit |       
|Balance at January 1, 2007                                   |  | $       | 10,494 |  
|Additions based on tax positions related to the current year |  |         | 599    |  
|Additions for tax positions of prior years                   |  |         | 2      |  
|Reductions for tax positions of prior years                  |  |         | (944   | )
|Reductions for lapse of statute of limitations               |  |         | (339   | )
|Settlements                                                  |  |         | (2,379 | )
|                                                             |  |         |        |  
|Balance at December 31, 2007                                 |  | $       | 7,433  |  
|                                                             |  |         |        |  

We classify interest on uncertain tax positions as interest expense, and we classify income tax
penalties as a component of income tax expense. Prior to the adoption of FIN 48, both interest and penalties were accrued as a component of income tax expense. At January 1, 2007, before any tax benefits, our accrued interest on unrecognized
tax benefits was $6.2 million and related accrued penalties were $100,000.

In the second quarter of 2007, we reversed approximately $1.0
million of accrued interest for the settlement of the above referenced state income tax audit. We accrued approximately $900,000 of additional interest expense related to uncertain tax positions in the twelve months ended December 31, 2007. At
December 31, 2007, our accrued interest on unrecognized tax benefits was $4.3 million. Accrued interest is in Accounts payable and accrued expenses on our Consolidated Balance Sheets at December 31, 2007.

We are subject to periodic review by federal, foreign, state and local taxing authorities in the ordinary course of business. With few exceptions, we are
no longer subject to examination by these taxing authorities for years prior to 2002. Currently, we have no outstanding income tax audits with the Internal Revenue Service. Our federal income tax returns have been audited or surveyed by the Internal
Revenue Service through 2002. Many of our UK subsidiaries have been audited through 2003. HM Revenue and Customs is currently conducting an income tax audit of our UK subsidiaries for 2004 and 2005. Lastly, we generally have several state income tax
audits throughout the year since we operate in a multi-state environment. As of December 31, 2007, we do not expect our unrecognized tax benefits to change significantly over the next twelve months.

8.    EMPLOYEE BENEFITS

Profit Sharing Plans

We have a qualified contributory 401(k) profit sharing plan which covers all full-time
employees over age twenty-one with over 90 days of employment and 375 hours of service. We made matching contributions of approximately $3.6 million, $3.2 million, and $2.6 million, net of forfeitures, to the profit sharing plan for 2007, 2006 and
2005, respectively. Under the terms of the profit sharing plan, we will match at least 25% of employee contributions up to the first 5% of total eligible compensation, as defined in the various profit sharing plans. For 2007 and 2006, we matched 50%
of employee contributions up to the aforementioned limit.



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MPS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



We have assumed many 401(k) plans of acquired subsidiaries. Primarily, we terminate these acquired
plans and allow the participants to contribute to our plan. Our contributions relating to these acquired participants are included in the aforementioned total.

Deferred Compensation Plan

We also have a non-qualified deferred compensation plan for our
highly compensated employees. While the deferred compensation plan provides for matching contributions, we did not match employee deferrals for 2007, 2006 or 2005. We look to invest the assets of the deferred compensation plan based on a portfolio
designed to achieve the most desirable balance between investment return and asset protection by investing in equities of high quality companies and in high quality fixed income securities. As of December 31, 2007 and 2006, the liability to the
employees for amounts deferred, which is included in Other in the Liabilities section of the Consolidated Balance Sheets, was $16.6 million and $12.7 million, respectively.

In the beginning of 2002, we purchased insurance on the lives of our highly compensated employees. This company-owned life insurance is intended to be
used to settle our obligation of deferred compensation. The cash surrender value of the company-owned life insurance is included in Other assets, net in the Consolidated Balance Sheets.

Management Savings Plan

In
2004, we established the Management Savings Plan (the MSP), as a non-qualified defined contribution plan. Each year participants selected by the compensation committee of our Board of Directors are qualified to receive annual
contributions from us on terms and in amounts established by the committee, subject to a minimum annual contribution to each such participant of five percent of annual cash compensation (salary plus bonus). In addition, several participants are
eligible to receive change of control benefits in accordance with the terms of the MSP. Our aggregate contribution to the MSP was approximately $600,000 for each of 2007, 2006 and 2005.

9.    STOCKHOLDERS EQUITY

Stock Repurchase Plan

Our Board of Directors has authorized certain repurchases of our common stock. For 2007, we repurchased 7.8 million shares at a cost of $95.1
million, which brought the total amount repurchased under this plan to 19.8 million shares at a cost of $217.3 million as of December 31, 2007.

We have the following share-based compensation plans for employees and directors:

Incentive Employee
Stock Plan

Under our 2004 Equity Incentive Plan (Employee Plan), which replaced the Amended and Restated 1995 Stock
Option Plan (1995 Plan), participants may be granted stock options (incentive and nonqualified), stock appreciation rights, restricted stock, restricted stock units, and performance shares. The total number of shares available for award
under the Employee Plan as of December 31, 2007 was 1.1 million, which includes lapsed or cancelled awards or options from grants outstanding under the 1995 Plan at the time of shareholder approval of the Employee Plan. The Employee Plan,
among other things, requires the exercise price of nonqualified stock options to not be less than 100% of the fair market value of the stock on the date the option is granted, and defines a director in accordance with Rule 16b-3 of the Securities
Exchange Act of 1934, as amended, and with Section 162(m) of the Internal Revenue Code of 1986, as amended. The Employee Plan prohibits us from reducing the exercise price of outstanding options (repricing) without first receiving shareholder
approval.



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MPS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Non-Employee Director Stock Plan

Under our 2004 Non-Employee Director Equity Incentive Plan (Director Plan), which replaced the Amended and Restated Non-Employee Director
Stock Option Plan (Prior Director Plan), non-employee directors may be granted stock options, stock appreciation rights, restricted stock, and restricted stock units. The total number of shares that may be awarded under the Director Plan
as of December 31, 2007 was 170,000. The Director Plan awards each non-employee director an option to purchase 60,000 shares at an exercise price equal to the fair market value at the date of the grant upon election to the Board, which becomes
exercisable ratably over a five-year period. In addition, the Director Plan provides for an annual issuance of non-qualified options to purchase 20,000 shares to each director, upon reelection, at an exercise price equal to the fair market value at
the date of grant, which become exercisable ratably over a three-year period. The Director Plan provides that such formulaic awards cease upon the director accruing 100,000 options. Options expire ten years from the date of the grant. The Director
Plan also allows for the grant of additional options to non-employee directors from time to time as the Board determines in its discretion as well as the substitution of one option with one-half of a share of restricted stock.

For 2007 and 2006, we utilized restricted stock for its share-based compensation awards. Historically, the majority of our share-based compensation
awards were granted in restricted stock, non-qualified stock options, and incentive stock options. For 2007, we recognized an expense of $0.05 per basic and diluted common share related to share-based compensation, comprised of $8.0 million of
compensation expense, primarily from restricted stock, net of a $3.0 million income tax benefit. For 2006, we recognized an expense of $0.04 per basic and diluted common share related to share-based compensation, comprised of $6.8 million of
compensation expense, primarily from restricted stock, net of a $2.5 million income tax benefit. This compensation expense is included in the general and administrative expense line item on its Consolidated Statements of Operations.

Prior to January 1, 2006, we accounted for our share-based awards in accordance with the recognition and measurement principles of Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related implementation guidance. No compensation cost was reflected in our Consolidated Statements of Operations for stock options as all stock options
granted had an exercise price equal to the fair market value of our underlying common stock on the date of grant. Effective January 1, 2006, we adopted the provisions of SFAS 123R, Share-Based Payment. Management elected to apply the
modified prospective transition method to all past awards outstanding and unvested as of the effective date of January 1, 2006. Under this transition method, compensation cost recognized in 2006 includes the applicable amounts of:
(a) compensation cost for all share-based payments granted prior to, but not yet vested as of, January 1, 2006 (based on the grant-date fair value estimated in accordance with the original provisions of SFAS 123, Accounting for
Stock-Based Compensation and previously presented in pro forma footnote disclosures), and (b) compensation cost for all share-based payments granted subsequent to January 1, 2006 (based on the grant-date fair value estimated in
accordance with the new provisions of SFAS 123R). At January 1, 2006, the unvested portion of stock options granted prior to January 1, 2006 was $486,000, primarily expensed during 2006 and 2007. In addition, we are required to comply with
the following provisions of SFAS 123R:



| |  |  | Forfeiture rateSFAS 123R requires the recognition of expense only for awards that will eventually vest. The provision requires pre-vesting forfeitures to
be estimated at the time of grant and modified, if necessary, if actual forfeitures differ from estimated forfeitures. Our forfeiture rates were based mainly upon our historical share-based compensation cancellations. The estimated forfeiture rates
resulted in an immaterial adjustment to current unvested awards as of January 1, 2006.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Tax benefitsSFAS 123R requires tax benefits resulting from share-based awards in excess of compensation cost recognized to be classified as financing
cash flows in the Consolidated Statements of Cash Flows. Prior to the adoption of SFAS 123R, tax benefits resulting from share-based awards were classified as operating cash flows.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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MPS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



| |  |  | Tax windfall poolSFAS 123R requires companies to calculate a cumulative pool of tax windfalls, offset by tax shortfalls using historical data from the
original implementation date of SFAS 123. Management utilized the short form method to calculate the transitional cumulative tax pool. In addition, management has calculated a tax windfall pool as of December 31, 2007; therefore, any future tax
shortfalls related to share-based awards will be charged against additional paid-in capital up to the amount of our windfall pool.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Stock Options

MPS stock options generally vest over three to five years with a graded
vesting schedule. We recognize expense for our stock options using the graded-vesting method over the requisite service period. Our options generally expire ten years after the grant date. The total value of compensation expense for stock options is
equal to the fair value of the award on the grant date. Historically, management has calculated the fair value of stock options utilizing the Black-Scholes option-pricing model.

Compensation expense recognized in the Consolidated Statements of Operations for stock options was approximately $100,000 for 2007. A summary of our
stock options as of December 31, 2007 is presented below:



|                                         |  |               |   |  |                               |       |                                         |      |                             |   |       
|---------------------------------------- |  | ------------- | - |  | ----------------------------- | ----- | --------------------------------------- | ---- | --------------------------- | - | ------
|                                         |  | Shares (000s) |   |  | WeightedAverageExercise Price |       | WeightedAverageRemainingContractualTerm |      | Total IntrinsicValue (000s)
|Outstanding at December 31, 2004         |  | 7,914         |   |  | $                             | 6.26  |                                         | 6.70 |                             | $ | 49,014
|Granted                                  |  | 2,895         |   |  | $                             | 9.10  |                                         |      |                             |   |       
|Forfeited                                |  | (2,584        | ) |  | $                             | 5.67  |                                         |      |                             |   |       
|Exercised                                |  | (151          | ) |  | $                             | 8.27  |                                         |      |                             |   |       
|                                         |  |               |   |  |                               |       |                                         |      |                             |   |       
|Outstanding at December 31, 2005         |  | 8,074         |   |  | $                             | 7.43  |                                         | 6.97 |                             | $ | 50,893
|Granted                                  |  |              |   |  | $                             |      |                                         |      |                             |   |       
|Forfeited                                |  | (216          | ) |  | $                             | 9.48  |                                         |      |                             |   |       
|Exercised                                |  | (2,508        | ) |  | $                             | 5.92  |                                         |      |                             | $ | 24,382
|                                         |  |               |   |  |                               |       |                                         |      |                             |   |       
|Outstanding at December 31, 2006         |  | 5,350         |   |  | $                             | 8.08  |                                         | 6.32 |                             | $ | 33,365
|Granted                                  |  |              |   |  | $                             |      |                                         |      |                             |   |       
|Forfeited                                |  | (82           | ) |  | $                             | 13.53 |                                         |      |                             |   |       
|Exercised                                |  | (677          | ) |  | $                             | 6.76  |                                         |      |                             | $ | 4,895 
|                                         |  |               |   |  |                               |       |                                         |      |                             |   |       
|Outstanding at December 31, 2007         |  | 4,591         |   |  | $                             | 8.15  |                                         | 5.32 |                             | $ | 14,987
|Options exercisable at December 31, 2007 |  | 4,571         |   |  | $                             | 8.15  |                                         | 5.31 |                             | $ | 14,932

For 2007, cash received and the total tax benefit from the exercise of stock options was $4.6
million and $1.8 million, respectively.

Restricted Stock

Historically, MPS restricted stock vests over three to seven years. We recognize expense for our restricted stock using the straight-line method over the
requisite service period. The total value of compensation expense for restricted stock is equal to the closing price of MPS common stock on the date of grant.



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MPS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Compensation expense recognized in the Consolidated Statements of Operations for restricted stock was
$7.9 million, $6.1 million and $3.4 million in 2007, 2006 and 2005 respectively. A summary of our restricted stock as of December 31, 2007 is presented below:



|                              |  |               |   |  |                                    |       |                   |   |       
|----------------------------- |  | ------------- | - |  | ---------------------------------- | ----- | ----------------- | - | ------
|                              |  | Shares (000s) |   |  | WeightedAverageFair Value at Grant |       | Fair Value (000s)
|Unvested at December 31, 2005 |  | 1,746         |   |  | $                                  | 7.28  |                   |   |       
|Granted                       |  | 1,310         |   |  | $                                  | 16.28 |                   |   |       
|Forfeited                     |  | (85           | ) |  | $                                  | 13.60 |                   |   |       
|Vested                        |  | (1,020        | ) |  | $                                  | 4.50  |                   | $ | 15,984
|                              |  |               |   |  |                                    |       |                   |   |       
|Unvested at December 31, 2006 |  | 1,951         |   |  | $                                  | 14.50 |                   |   |       
|Granted                       |  | 1,743         |   |  | $                                  | 14.19 |                   |   |       
|Forfeited                     |  | (126          | ) |  | $                                  | 14.67 |                   |   |       
|Vested                        |  | (513          | ) |  | $                                  | 11.65 |                   | $ | 7,236 
|                              |  |               |   |  |                                    |       |                   |   |       
|Unvested at December 31, 2007 |  | 3,055         |   |  | $                                  | 14.80 |                   |   |       

As of December 31, 2007, there was $31.7 million of unrecognized compensation cost
related to unvested restricted stock, which is expected to be recognized over a weighted-average period of approximately 4 years. For 2007, the total tax benefit generated from vested restricted stock was $2.5 million. In addition, $1.9 million
of cash was used for minimum statutory withholding requirements upon net settlement of employee restricted stock exercises.

Prior
Period Pro Forma Presentations

Under the modified prospective transition method, our results for prior periods have not been
restated to reflect the effects of implementing SFAS 123R. The following pro forma information, as required by SFAS 148, Accounting for Stock-Based CompensationTransition and Disclosure, an amendment of FASB Statement 123, is presented
for comparative purposes and illustrates the pro forma effect on net income and earnings per common share for each period presented as if we had applied the fair value recognition provisions of SFAS 123 to share-based awards prior to January 1,
2006:



|                                                                                                                                    |  |      |        |  
|----------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------ | -
|(amounts in thousands except common share amounts)                                                                                  |  | 2005 |       
|Net income                                                                                                                          |  |      |        |  
|As reported                                                                                                                         |  | $    | 59,597 |  
|Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |      | (9,794 | )
|                                                                                                                                    |  |      |        |  
|Pro forma                                                                                                                           |  | $    | 49,803 |  
|                                                                                                                                    |  |      |        |  
|Basic net income per common share                                                                                                   |  |      |        |  
|As reported                                                                                                                         |  | $    | 0.59   |  
|Pro forma                                                                                                                           |  | $    | 0.49   |  
|Diluted net income per common share                                                                                                 |  |      |        |  
|As reported                                                                                                                         |  | $    | 0.56   |  
|Pro forma                                                                                                                           |  | $    | 0.47   |  

The fair value of each option grant is estimated on the date of grant using the Black Scholes
option-pricing model with the following assumptions used for grants in 2005: risk-free interest rate of 3.8%; expected volatility of 70%; and expected lives of 5 years. The weighted average fair values of options granted during 2005 was $5.48 per
share.



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MPS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



In 2001, we implemented an employee stock purchase plan (ESPP), which provided that
eligible employees may contribute up to 10% of their base earnings toward the quarterly purchase of our common stock. The employees purchase price was 85% of the lesser of the fair market value of the stock on the first business day or the
last business day of the quarterly offering period. Effective in the third quarter of 2006, we revised the ESPP, changing the employees purchase price to 95% of the fair value of the stock on the last business day of the monthly offering
period. Compensation expense of $356,000 was recorded in the first half of 2006 for the amount of the discount under the original plan in accordance with SFAS 123R. No compensation expense was recorded in connection with the ESPP in 2007 and 2005.
During 2007, 2006 and 2005, we issued the following stock under the ESPP:



|     |  |                 |      |                |       |  |   |      
|---- |  | --------------- | ---- | -------------- | ----- |  | - | -----
|     |  | Numberof Shares |      | Purchase Price
|Year |  |                 | High |                | Low  
|2007 |  | 52,883          |      | $              | 14.21 |  | $ | 9.51 
|2006 |  | 112,549         |      | $              | 16.04 |  | $ | 14.06
|2005 |  | 153,251         |      | $              | 12.76 |  | $ | 8.80 

Since inception of the ESPP, 1,065,372 shares have been purchased, leaving 434,628 shares
available for future issuances.

10.     NET INCOME PER COMMON SHARE

The calculation of basic net income per common share and diluted net income per common share is presented below:



|                                                                                      |  |      |         |      |   |         |  |   |        
|------------------------------------------------------------------------------------- |  | ---- | ------- | ---- | - | ------- |  | - | -------
|(amounts in thousands except common share amounts)                                    |  | 2007 |         | 2006 |   | 2005   
|Income per common share computation:                                                  |  |      |         |      |   |         |  |   |        
|Net income                                                                            |  | $    | 87,088  |      | $ | 75,214  |  | $ | 59,597 
|                                                                                      |  |      |         |      |   |         |  |   |        
|Basic average common shares outstanding                                               |  |      | 98,998  |      |   | 101,340 |  |   | 101,719
|Incremental shares from assumed exercise of stock options and restricted stock awards |  |      | 2,088   |      |   | 2,750   |  |   | 4,113  
|                                                                                      |  |      |         |      |   |         |  |   |        
|Diluted average common shares outstanding                                             |  |      | 101,086 |      |   | 104,090 |  |   | 105,832
|                                                                                      |  |      |         |      |   |         |  |   |        
|Basic income per common share:                                                        |  |      |         |      |   |         |  |   |        
|Basic net income per common share                                                     |  | $    | 0.88    |      | $ | 0.74    |  | $ | 0.59   
|                                                                                      |  |      |         |      |   |         |  |   |        
|Diluted income per common share:                                                      |  |      |         |      |   |         |  |   |        
|Diluted net income per common share                                                   |  | $    | 0.86    |      | $ | 0.72    |  | $ | 0.56   
|                                                                                      |  |      |         |      |   |         |  |   |        

Options to purchase approximately 369,000, 116,000, 318,000 shares of common stock that were
outstanding during 2007, 2006, and 2005 respectively, were not included in the computation of diluted earnings per common share as the exercise prices of these options were greater than the average market price of the common shares.

11.     CONCENTRATION OF CREDIT RISK

Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and accounts receivable. We place our cash and cash equivalents with what management believes to be high credit quality institutions. At
times such investments may be in excess of the FDIC insurance limit. We routinely assesses the financial strength of our customers and, as a consequence, believe that our accounts receivable credit risk exposure is limited.



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MPS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



12.     FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of cash and cash equivalents, short term investments, accounts receivable, other assets, accounts payable and accrued expenses, and
notes payable approximate fair value due to the short-term maturities of these assets and liabilities. Borrowings, if any, under the revolving credit facility have variable rates that reflect currently available terms and conditions for similar
debt. The carrying amount of this debt is considered by management to be a reasonable estimate of its fair value.

13.     FURNITURE, EQUIPMENT, AND LEASEHOLD IMPROVEMENTS

A summary of furniture, equipment, and
leasehold improvements at December 31, 2007 and 2006 is as follows:



|                                                            |  |                               |  |      |         |      |   |        
|----------------------------------------------------------- |  | ----------------------------- |  | ---- | ------- | ---- | - | -------
|(amounts in thousands)                                      |  | Estimated UsefulLife in Years |  | 2007 |         | 2006
|Furniture, equipment, and leasehold improvements            |  | 5 -15 /lease term             |  | $    | 106,540 |      | $ | 97,343 
|Software                                                    |  | 3                             |  |      | 6,297   |      |   | 5,960  
|Software development                                        |  | 5                             |  |      | 16,955  |      |   | 13,232 
|                                                            |  |                               |  |      |         |      |   |        
|                                                            |  |                               |  |      | 129,792 |      |   | 116,535
|Accumulated depreciation and amortization                   |  |                               |  |      | 93,933  |      |   | 88,063 
|                                                            |  |                               |  |      |         |      |   |        
|Total furniture, equipment, and leasehold improvements, net |  |                               |  | $    | 35,859  |      | $ | 28,472 
|                                                            |  |                               |  |      |         |      |   |        

Total depreciation and amortization expense on furniture, equipment, and leasehold improvements
was $16.0 million, $12.3 million, and $12.7 million for 2007, 2006, and 2005, respectively.

14.     QUARTERLY FINANCIAL DATA
(UNAUDITED)



|                                                   |  |                            |         |                               |   |               |  |              |         |  |   |         |  |   |          
|-------------------------------------------------- |  | -------------------------- | ------- | ----------------------------- | - | ------------- |  | ------------ | ------- |  | - | ------- |  | - | ---------
|                                                   |  | For the Three Months Ended |         | For theYear EndedDec. 31,2007
|(amounts in thousands except common share amounts) |  | Mar. 31,2007               |         | June 30,2007                  |   | Sept. 30,2007 |  | Dec. 31,2007 |        
|Revenue                                            |  | $                          | 510,128 |                               | $ | 535,161       |  | $            | 556,581 |  | $ | 569,965 |  | $ | 2,171,835
|Gross profit                                       |  | $                          | 139,862 |                               | $ | 152,618       |  | $            | 161,503 |  | $ | 168,305 |  | $ | 622,288  
|Net income                                         |  | $                          | 17,480  |                               | $ | 22,888        |  | $            | 23,169  |  | $ | 23,551  |  | $ | 87,088   
|Basic net income per common share                  |  | $                          | 0.17    |                               | $ | 0.23          |  | $            | 0.23    |  | $ | 0.24    |  | $ | 0.88     
|Diluted net income per common share                |  | $                          | 0.17    |                               | $ | 0.22          |  | $            | 0.23    |  | $ | 0.24    |  | $ | 0.86     



|                                                   |  |                            |         |                               |   |               |  |              |         |  |   |         |  |   |          
|-------------------------------------------------- |  | -------------------------- | ------- | ----------------------------- | - | ------------- |  | ------------ | ------- |  | - | ------- |  | - | ---------
|                                                   |  | For the Three Months Ended |         | For theYear EndedDec. 31,2006
|(amounts in thousands except common share amounts) |  | Mar. 31,2006               |         | June, 30,2006                 |   | Sept. 30,2006 |  | Dec. 31,2006 |        
|Revenue                                            |  | $                          | 439,309 |                               | $ | 468,425       |  | $            | 483,085 |  | $ | 485,803 |  | $ | 1,876,622
|Gross profit                                       |  | $                          | 117,116 |                               | $ | 130,980       |  | $            | 134,526 |  | $ | 134,420 |  | $ | 517,042  
|Net income                                         |  | $                          | 16,010  |                               | $ | 19,008        |  | $            | 19,676  |  | $ | 20,520  |  | $ | 75,214   
|Basic net income per common share                  |  | $                          | 0.16    |                               | $ | 0.19          |  | $            | 0.19    |  | $ | 0.20    |  | $ | 0.74     
|Diluted net income per common share                |  | $                          | 0.15    |                               | $ | 0.18          |  | $            | 0.19    |  | $ | 0.20    |  | $ | 0.72     



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MPS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



15.     SEGMENT REPORTING

We disclose segment information in accordance with SFAS 131, Disclosure About Segments of an Enterprise and Related Information.We have four
reportable segments: North American Professional Services, International Professional Services, North American IT Services, and International IT Services. Our reportable segments offer different services, have different client bases, experience
differing economic characteristics, and are managed separately as each requires different resources and marketing strategies. Our segment results include the results from acquisitions discussed in Footnote 3. We evaluate segment performance based on
revenues, gross profit, and income from continuing operations before provision for income taxes. We do not allocate income taxes, interest or unusual items to the segments. In addition, we do not report total assets by segment.

The accounting policies of the segments are consistent with those described in the summary of significant accounting policies in Footnote 2 and all
intersegment sales and transfers are eliminated. In addition, no one customer represents more than 5% of our overall revenue.

The
following tables summarize performance, accounts receivable, net, and long-lived assets by segment, and revenue by geographic location:



|                                               |  |      |           |   |      |   |           |      |  |   |           |  
|---------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | ---- |  | - | --------- | -
|(amounts in thousands)                         |  | 2007 |           |   | 2006 |   |           | 2005 | 
|Revenue                                        |  |      |           |   |      |   |           |      |  |   |           |  
|North American Professional Services           |  | $    | 690,073   |   |      | $ | 617,166   |      |  | $ | 537,257   |  
|International Professional Services            |  |      | 547,460   |   |      |   | 431,402   |      |  |   | 364,793   |  
|North American IT Services                     |  |      | 628,641   |   |      |   | 560,987   |      |  |   | 510,499   |  
|International IT Services                      |  |      | 305,661   |   |      |   | 267,067   |      |  |   | 272,150   |  
|                                               |  |      |           |   |      |   |           |      |  |   |           |  
|Total revenue                                  |  | $    | 2,171,835 |   |      | $ | 1,876,622 |      |  | $ | 1,684,699 |  
|                                               |  |      |           |   |      |   |           |      |  |   |           |  
|                                               |  |      |          
|Gross profit                                   |  |      |           |   |      |   |           |      |  |   |           |  
|North American Professional Services           |  | $    | 219,775   |   |      | $ | 189,147   |      |  | $ | 160,400   |  
|International Professional Services            |  |      | 164,111   |   |      |   | 123,064   |      |  |   | 104,320   |  
|North American IT Services                     |  |      | 184,809   |   |      |   | 162,047   |      |  |   | 142,192   |  
|International IT Services                      |  |      | 53,593    |   |      |   | 42,784    |      |  |   | 35,456    |  
|                                               |  |      |           |   |      |   |           |      |  |   |           |  
|Total gross profit                             |  | $    | 622,288   |   |      | $ | 517,042   |      |  | $ | 442,368   |  
|                                               |  |      |           |   |      |   |           |      |  |   |           |  
|                                               |  |      |          
|Income before provision for income taxes       |  |      |           |   |      |   |           |      |  |   |           |  
|North American Professional Services           |  | $    | 70,854    |   |      | $ | 59,241    |      |  | $ | 44,469    |  
|International Professional Services            |  |      | 37,279    |   |      |   | 31,870    |      |  |   | 26,120    |  
|North American IT Services                     |  |      | 42,801    |   |      |   | 45,059    |      |  |   | 37,324    |  
|International IT Services                      |  |      | 13,116    |   |      |   | 6,515     |      |  |   | 4,485     |  
|                                               |  |      |           |   |      |   |           |      |  |   |           |  
|                                               |  |      | 164,050   |   |      |   | 142,685   |      |  |   | 112,398   |  
|Corporate expenses (1)                         |  |      | (30,414   | ) |      |   | (28,141   | )    |  |   | (25,412   | )
|Other income, net                              |  |      | 6,911     |   |      |   | 5,991     |      |  |   | 3,799     |  
|                                               |  |      |           |   |      |   |           |      |  |   |           |  
|Total income before provision for income taxes |  | $    | 140,547   |   |      | $ | 120,535   |      |  | $ | 90,785    |  
|                                               |  |      |           |   |      |   |           |      |  |   |           |  
|Geographic Areas                               |  |      |           |   |      |   |           |      |  |   |           |  
|Revenue                                        |  |      |           |   |      |   |           |      |  |   |           |  
|North America                                  |  | $    | 1,318,714 |   |      | $ | 1,178,153 |      |  | $ | 1,047,756 |  
|International                                  |  |      | 853,121   |   |      |   | 698,469   |      |  |   | 636,943   |  
|                                               |  |      |           |   |      |   |           |      |  |   |           |  
|Total revenue                                  |  | $    | 2,171,835 |   |      | $ | 1,876,622 |      |  | $ | 1,684,699 |  
|                                               |  |      |           |   |      |   |           |      |  |   |           |  



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MPS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|                                     |  |              |         |      |   |        
|------------------------------------ |  | ------------ | ------- | ---- | - | -------
|                                     |  | December 31,
|(amounts in thousands)               |  | 2007         |         | 2006
|Accounts receivable, net             |  |              |         |      |   |        
|North American Professional Services |  | $            | 95,758  |      | $ | 85,477 
|International Professional Services  |  |              | 64,673  |      |   | 47,084 
|North American IT Services           |  |              | 115,575 |      |   | 98,041 
|International IT Services            |  |              | 47,798  |      |   | 47,836 
|                                     |  |              |         |      |   |        
|Total accounts receivable, net       |  | $            | 323,804 |      | $ | 278,438
|                                     |  |              |         |      |   |        
|                                     |  |             
|Long-lived assets                    |  |              |         |      |   |        
|North American Professional Services |  | $            | 200,404 |      | $ | 178,922
|International Professional Services  |  |              | 184,011 |      |   | 143,640
|North American IT Services           |  |              | 278,968 |      |   | 261,652
|International IT Services            |  |              | 39,716  |      |   | 41,887 
|                                     |  |              |         |      |   |        
|                                     |  |              | 703,099 |      |   | 626,101
|Corporate                            |  |              | 11,290  |      |   | 4,483  
|                                     |  |              |         |      |   |        
|Total long-lived assets              |  | $            | 714,389 |      | $ | 630,584
|                                     |  |              |         |      |   |        



|(1) | Corporate expenses include unallocated expenses not directly related to the segments operations.
|--- | -------------------------------------------------------------------------------------------------



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MPS GROUP, INC.



Schedule IIValuation and Qualifying Accounts

(amounts in thousands)



|                                           |  |                              |        |                    |        |   |            |        |   |            |        |   |                |       |                        |      |   |                         |   |       
|------------------------------------------ |  | ---------------------------- | ------ | ------------------ | ------ | - | ---------- | ------ | - | ---------- | ------ | - | -------------- | ----- | ---------------------- | ---- | - | ----------------------- | - | ------
|                                           |  | Balance atBeginning ofPeriod |        | Charged toExpenses |        |   | Write-offs |        |   | Deductions |        |   | FIN 48Adoption |       | TranslationAdjustments |      |   | Balance atEnd of Period
|Year Ended December 31, 2005               |  |                              |        |                    |        |   |            |        |   |            |        |   |                |       |                        |      |   |                         |   |       
|Allowance for doubtful accounts receivable |  | $                            | 9,836  |                    | 4,178  |   |            | (1,498 | ) |            |       |   |                |      |                        | (644 | ) |                         | $ | 11,872
|Deferred tax valuation allowance           |  | $                            | 30,887 |                    | (1,181 | ) |            |       |   |            | (1,941 | ) |                |      |                        |     |   |                         | $ | 27,765
|Year Ended December 31, 2006               |  |                              |        |                    |        |   |            |        |   |            |        |   |                |       |                        |      |   |                         |   |       
|Allowance for doubtful accounts receivable |  | $                            | 11,872 |                    | 4,443  |   |            | (2,409 | ) |            |       |   |                |      |                        | 860  |   |                         | $ | 14,766
|Deferred tax valuation allowance           |  | $                            | 27,765 |                    | (374   | ) |            | (1,350 | ) |            |       |   |                |      |                        |     |   |                         | $ | 26,041
|Year Ended December 31, 2007               |  |                              |        |                    |        |   |            |        |   |            |        |   |                |       |                        |      |   |                         |   |       
|Allowance for doubtful accounts receivable |  | $                            | 14,766 |                    | 6,657  |   |            | (1,414 | ) |            |       |   |                |      |                        | 93   |   |                         | $ | 20,102
|Deferred tax valuation allowance           |  | $                            | 26,041 |                    | (428   | ) |            | (442   | ) |            |       |   |                | 4,013 |                        | 75   |   |                         | $ | 29,259



|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------

None.



|ITEM 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Disclosure
Control and Procedures

MPS management, with the participation of our chief executive officer and chief financial officer, evaluated our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this Annual Report on Form 10-K.

No system of controls, no matter how well designed and operated, can provide absolute assurance that the objectives of the system of controls are met,
and no evaluation of controls can provide absolute assurance that the system of controls has operated effectively in all cases. Our disclosure controls and procedures, however, are designed to provide reasonable assurance that the objectives of
disclosure controls and procedures are met.

Based on the evaluation discussed above, our chief executive and chief financial officers have
concluded that our disclosure controls and procedures were effective as of December 31, 2007, to provide reasonable assurance that the objectives of disclosure controls and procedures are met.

Internal Control Over Financial Reporting

Our
managements report on our internal control over financial reporting as of December 31, 2007 is included in Part II, Item 8, of this Annual Report on Form 10-K. The effectiveness of our internal control over financial reporting has
been audited by PricewaterhouseCoopers LLP, our independent registered certified public accounting firm, as stated in their report which is also included in Part II, Item 8.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15 of the
Securities Exchange Act of 1934 that occurred during our fourth fiscal quarter of 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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MPS GROUP, INC.



|ITEM 9B. | OTHER INFORMATION
|-------- | -----------------

None.

PART III

Information required by
Part III with respect to Directors and Executive Officers of the Registrant (Item 10), Executive Compensation (Item 11), Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters (Item 12), Certain Relationships
and Related Transactions (Item 13), Principal Accountant Fees and Services (Item 14), and the Audit Committee Charter is to be included in the Registrants Definitive Proxy Statement to be filed pursuant to Regulation 14A (the Proxy
Statement) not later than 120 days after the end of the fiscal year covered by this report. Such Proxy Statement, when filed, is incorporated herein by reference.

PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
|-------- | -----------------------------------------



|    |  |                                                                                                                                                            
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | 1.     Financial Statements.                                                                                                                               
|    |  | The following consolidated financial statements of the Company and its subsidiaries are included in Item 8 of this report:                                 
|    | 
|    |  | Report of Independent Registered Certified Public Accounting Firm;                                                                                         
|    | 
|    |  | Managements Report on Internal Control Over Financial Reporting;                                                                                          
|    | 
|    |  | Consolidated Balance Sheets at December 31, 2007 and 2006;                                                                                                 
|    | 
|    |  | Consolidated Statements of Operations for the years ended December 31, 2007, 2006 and 2005;                                                                
|    | 
|    |  | Consolidated Statements of Stockholders Equity for the years ended December 31, 2007, 2006 and 2005;                                                      
|    | 
|    |  | Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005; and                                                            
|    | 
|    |  | Notes to Consolidated Financial Statements.                                                                                                                
|    | 
|(a) |  | 2.     Financial Statement Schedules.                                                                                                                      
|    | 
|    |  | For the three years ended December 31, 2007                                                                                                                
|    | 
|    |  | Schedule IIValuation & Qualifying Accounts                                                                                                                
|    | 
|    |  | All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes
thereto.         
|    | 
|(a) |  | 3.    Exhibits.                                                                                                                                            
|    | 
|    |  | All documents referenced below were filed pursuant to the Securities Exchange Act of 1934 by MPS Group, Inc., file no. 0-24484, unless otherwise indicated.
|    | 
|3.1 |  | Amended and Restated Articles of Incorporation of the Company, incorporated by reference to the Companys Quarterly Report on Form 10-Q filed May 14, 2002.



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MPS GROUP, INC.



|      |  |                                                                                                                                                                                                                                                                                                                      
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | 
|3.2   |  | Amended and Restated Bylaws of the Company, incorporated by reference to the Companys Quarterly Report on Form 10-Q filed May 15, 2003.                                                                                                                                                                             
|      | 
|4.    |  | Form of stock certificate for the Companys Common Stock, $.01 par value, incorporated by reference to the Companys Registration Statement on Form S-3 (No. 333-106855) filed July 7,
2003.                                                                                                                         
|      | 
|10.1  |  | MPS Group, Inc. Amended and Restated 2001 Employee Stock Purchase Plan, incorporated by reference to the Companys Quarterly Report on Form 10-Q filed August 8, 2006. ^                                                                                                                                             
|      | 
|10.2  |  | MPS Group, Inc. (formerly AccuStaff Incorporated) Amended and Restated Non-Employee Director Stock Plan, incorporated by reference to the Companys Annual Report on Form 10-K filed March
16, 2005.^                                                                                                                
|      | 
|10.3  |  | AccuStaff Incorporated (now MPS Group, Inc.) Amended and Restated Non-Employee Director Stock PlanForm of Non-Employee Director Stock Option Award Agreement, as amended, incorporated by
reference to the Companys Annual Report on Form 10-K filed March 30, 2000. ^                                             
|      | 
|10.4  |  | Profit Sharing Plan, incorporated by reference to the Companys Registration on Form S-1 (No. 333-78906).^                                                                                                                                                                                                           
|      | 
|10.5  |  | Revolving Credit Agreement by and Between the Company and the Material Subsidiaries of the Company and JPMorgan Chase, N.A., as Administrative Agent and Certain Lenders Party named therein,
dated November 10, 2006, incorporated by reference to the Companys Annual Report on Form 10-K filed February 28, 2007.
|      | 
|10.6  |  | Modis Professional Services, Inc. (now MPS Group, Inc.) Amended and Restated 1995 Stock Option Plan, incorporated by reference to the Companys Quarterly Report on Form 10-Q filed
August 8, 2001.^                                                                                                                 
|      | 
|10.7  |  | Modis Professional Services, Inc. (now MPS Group, Inc.) Amended and Restated 1995 Stock Option PlanForm of Stock Option Agreement, incorporated by reference to the Companys Quarterly
Report on Form 10-Q filed August 8, 2001. ^                                                                                 
|      | 
|10.8  |  | Modis Professional Services, Inc. (now MPS Group, Inc.) Amended and Restated 1995 Stock Option PlanForm of Restricted Stock Agreement, incorporated by reference to the Companys
Quarterly Report on Form 10-Q filed August 9, 2004. ^                                                                             
|      | 
|10.9  |  | Chairman Employment Agreement, incorporated by reference to the Companys Quarterly Report on Form 10-Q/A filed May 18, 2001. ^                                                                                                                                                                                      
|      | 
|10.10 |  | Amendment and Renewal of Chairman Employment Agreement with Derek E. Dewan, incorporated by reference to the Companys Quarterly Report on Form 10-Q filed November 9, 2005.
^                                                                                                                                       
|      | 
|10.11 |  | Amended and Restated Executive Employment Agreement with Timothy D. Payne, incorporated by reference to the Companys Quarterly Report on Form 10-Q filed May 16, 2001. ^                                                                                                                                            
|      | 
|10.12 |  | Restricted Stock Agreement with Timothy D. Payne, incorporated by reference to the Companys Quarterly Report on Form 10-Q filed November 14, 2002. ^                                                                                                                                                                
|      | 
|10.13 |  | Amended and Restated Executive Employment Agreement with Robert P. Crouch, incorporated by reference to the Companys Quarterly Report on Form 10-Q filed May 16, 2001. ^                                                                                                                                            
|      | 
|10.14 |  | Restricted Stock Agreement with Robert P. Crouch, incorporated by reference to the Companys Quarterly Report on Form 10-Q filed November 14, 2002. ^                                                                                                                                                                



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|      |  |                                                                                                                                                                                                            
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.15 |  | Modis Professional Services, Inc. (now MPS Group, Inc.) Executive Option Plan, incorporated by reference to the Companys Registration on Form S-8 (No. 333-88329). ^                                      
|      | 
|10.16 |  | Form of Directors Indemnification Agreement, incorporated by reference to the Companys Annual Report on Form 10-K filed March 30, 2000.                                                                  
|      | 
|10.17 |  | Form of Officers Indemnification Agreement, incorporated by reference to the Companys Annual Report on Form 10-K filed March 30, 2000 .                                                                  
|      | 
|10.18 |  | Amended and Restated Executive Deferred Compensation Plan, incorporated by reference to the Companys Quarterly Report on Form 10-Q filed May 15, 2003. ^                                                  
|      | 
|10.19 |  | Form of Executive Employment Agreement with each of Gregory D. Holland, Tyra H. Tutor, and Richard L. White, incorporated by reference to the Companys Quarterly Report on Form 10-Q filed
May 15, 2003. ^
|      | 
|10.20 |  | Form of Supplement to Restricted Stock Agreement with Richard L. White, Gregory D. Holland and Tyra H. Tutor, incorporated by reference to the Companys Annual Report on Form 10-K filed
March 16, 2005. ^
|      | 
|10.21 |  | 2004 Equity Incentive Plan, incorporated by reference to the Companys Quarterly Report on Form 10-Q filed August 9, 2004. ^                                                                               
|      | 
|10.22 |  | 2004 Equity Incentive Plan  Form of Stock Option Agreement, incorporated by reference to the Companys Annual Report on Form 10-K filed March 16, 2005. ^                                                 
|      | 
|10.23 |  | 2004 Equity Incentive Plan  Form of Restricted Stock Agreement, incorporated by reference to the Companys Annual Report on Form 10-K filed March 16, 2005. ^                                             
|      | 
|10.24 |  | 2004 Non-Employee Director Equity Incentive Plan, incorporated by reference to the Companys Quarterly Report on Form 10-Q filed August 9, 2004. ^                                                         
|      | 
|10.25 |  | 2004 Non-Employee Director Equity Incentive Plan  Form of Stock Option Agreement, incorporated by reference to the Companys Annual Report on Form 10-K filed March 16, 2005.
^                           
|      | 
|10.26 |  | Executive Annual Incentive Plan, incorporated by reference to the Companys Quarterly Report on Form 10-Q filed August 9, 2004. ^                                                                          
|      | 
|10.27 |  | Management Savings Plan, incorporated by reference to the Companys Quarterly Report on Form 10-Q filed August 9, 2004. ^                                                                                  
|      | 
|10.28 |  | 2004 Equity Incentive Plan  Form of Restricted Stock Agreement, incorporated by reference to the Companys Quarterly Report on Form 10-Q filed August 8, 2007. ^                                          
|      | 
|21    |  | Subsidiaries of the Registrant.                                                                                                                                                                            
|      | 
|23    |  | Consent of PricewaterhouseCoopers LLP.                                                                                                                                                                     
|      | 
|24    |  | Form of Power of Attorney.                                                                                                                                                                                 
|      | 
|31.1  |  | Certification of Timothy D. Payne pursuant to Rule 13a-14a.                                                                                                                                                
|      | 
|31.2  |  | Certification of Robert P. Crouch pursuant to Rule 13a-14a.                                                                                                                                                
|      | 
|32.1  |  | Certification of Timothy D. Payne pursuant to 18 U.S.C. Section 1350.                                                                                                                                      
|      | 
|32.2  |  | Certification of Robert P. Crouch pursuant to 18 U.S.C. Section 1350.                                                                                                                                      



|^ | This Exhibit is a management contract or compensatory plan or arrangement.
|- | --------------------------------------------------------------------------



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MPS GROUP, INC.



EXHIBIT INDEX



|           |  |                                                                      
|---------- |  | ---------------------------------------------------------------------
|ExhibitNo. |  | Description                                                          
|           | 
|21         |  | Subsidiaries of the Registrant.                                      
|           | 
|23         |  | Consent of PricewaterhouseCoopers LLP.                               
|           | 
|24         |  | Form of Power of Attorney.                                           
|           | 
|31.1       |  | Certification of Timothy D. Payne pursuant to Rule 13a-14.           
|           | 
|31.2       |  | Certification of Robert P. Crouch pursuant to Rule 13a-14.           
|           | 
|32.1       |  | Certification of Timothy D. Payne pursuant to 18 U.S.C. Section 1350.
|           | 
|32.2       |  | Certification of Robert P. Crouch pursuant to 18 U.S.C. Section 1350.



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MPS GROUP, INC.



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



MPS GROUP, INC.By:

/S/    TIMOTHY D. PAYNETimothy D. Payne President and Chief Executive Officer


Date: February 27, 2008

Pursuant to the requirements of Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.



|                                          |  |                                                                                         |  |                  
|----------------------------------------- |  | --------------------------------------------------------------------------------------- |  | -----------------
|Signatures                                |  | Title                                                                                   |  | Date             
|                                          |  |                                                                                        
|/S/    TIMOTHY D.
PAYNE Timothy D. Payne  |  | President, Chief Executive Officer and Director                                         |  | February 26, 2008
|                                          |  |                                                                                        
|/S/    ROBERT P.
CROUCH Robert P. Crouch  |  | Senior Vice President, Chief Financial Officer, Treasurer, and Chief Accounting Officer |  | February 26, 2008
|                                          |  |                                                                                        
|/S/    DEREK E.
DEWAN* Derek E. Dewan     |  | Chairman of the Board                                                                   |  | February 27, 2008
|                                          |  |                                                                                        
|/S/    MICHAEL D.
ABNEY* Michael D. Abney |  | Director                                                                                |  | February 27, 2008
|                                          |  |                                                                                        
|/S/    T. WAYNE
DAVIS* T. Wayne Davis     |  | Director                                                                                |  | February 27, 2008
|                                          |  |                                                                                        
|/S/    ARTHUR B.
LAFFER* Arthur B. Laffer |  | Director                                                                                |  | February 27, 2008
|                                          |  |                                                                                        
|/S/    WILLIAM M.
ISAAC* William M. Isaac |  | Director                                                                                |  | February 27, 2008
|                                          |  |                                                                                        
|/S/    JOHN R.
KENNEDY* John R. Kennedy   |  | Director                                                                                |  | February 27, 2008
|                                          |  |                                                                                        
|/S/    DARLA D.
MOORE* Darla D. Moore     |  | Director                                                                                |  | February 27, 2008
|                                          |  |                                                                                        
|/S/    PETER J.
TANOUS* Peter J. Tanous   |  | Director                                                                                |  | February 27, 2008

|    |  |                                                               |  |  |  | 
|--- |  | ------------------------------------------------------------- |  |  |  | 
|    |  |                                                               | 
|BY: |  | /S/    GREGORY D.
HOLLAND Gregory D. Holland Attorney-in-Fact |  |  |  | 







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