ACCUSTAFF INCORPORATED
                              AMENDED AND RESTATED
                        NON-EMPLOYEE DIRECTOR STOCK PLAN


















                             AMENDED AND RESTATED
                             ACCUSTAFF INCORPORATED
                        NON-EMPLOYEE DIRECTOR STOCK PLAN

PURPOSES

     The purposes of the  AccuStaff  Incorporated  Non-Employee  Director  Stock
Option Plan are to provide an incentive and reward to the Company's non-employee
directors.

DEFINITIONS

2.1 For purposes of the Plan the following terms shall have the definition which
is  attributed  to them unless  another  definition  is clearly  indicated  by a
particular usage and context.

(a) 'Agreement'  means the written document issued by the Board to a Participant
whereby an Award is made to that Participant.

(b) 'Award' means the issuance pursuant to the Plan of an Option.

(c) 'Awarded Shares' means Shares subject to outstanding Awards.

(d) 'Board' means the Company's Board of Directors.

(e) "Change in Control"  shall mean the  occurrence  of either of the  following
events:

(i) A change in the  composition  of the Board of Directors as a result of which
fewer than one-half of the incumbent directors are directors who either:

(1) Had been directors of the Company 24 months prior to such change; or

(2) Were elected, or nominated for election,  to the Board of Directors with the
affirmative votes of at least a majority of the directors who had been directors
of the  Company 24 months  prior to such  change and who were still in office at
the time of the election or nomination; or



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(ii) Any  "person"  (as such  term is used in  sections  13(d)  and 14(d) of the
Exchange  Act),  other than any person who is a shareholder of the Company on or
before the effective  date of the Plan, by the  acquisition  or  aggregation  of
Securities  is or becomes  the  beneficial  owner,  directly or  indirectly,  of
securities of the Company representing 50 percent or more of the combined voting
power of the Company's then  outstanding  securities  ordinarily (and apart from
rights  accruing  under  special  circumstances)  having  the  right  to vote at
elections of directors (the "Base Capital Stock"); except that any change in the
relative  beneficial  ownership  of  the  Company's  securities  by  any  person
resulting solely from a reduction in the aggregate number of outstanding  shares
of Base Capital Stock, and any decrease thereafter in such person's ownership of
securities,  shall be  disregarded  until such person  increases  in any manner,
directly or indirectly,  such person's beneficial ownership of any securities of
the Company.


(f) 'Code'means the Internal Revenue Code of 1986, as amended.

(g) 'Company' means AccuStaff Incorporated, a corporation incorporated under the
laws of the state of Florida, and any successor thereto.

(h) 'Director' means a member of the Board.

(i) 'Effective  Date of Grant' means the effective date of grant for each Option
established by Section 5.1 of the Plan.

(j)  'Employee'  means any  individual  who  performs  services  as a common law
employee for the Company, a Parent or Subsidiary, and is included on the regular
payroll of the Company, a Parent or Subsidiary.

(k) 'Fair Market Value' means the value established by the Board based upon such
factors as the Board in its sole  discretion  shall  decide  including,  but not
limited  to, a  valuation  prepared  by an  independent  third  party  appraiser
selected,  or approved,  by the Board.  If at any time the Stock is traded on an
established  trading system,  it means the last sale price reported on any stock
exchange or  over-the-counter  trading  system on which  Shares are trading on a
specified  date or, if not so trading,  the average of the closing bid and asked
prices  for a Share  on a  specified  date.  If no  sale  has  been  made on the
specified  date,  then prices on the last  preceding  day on which any such sale
shall have been made shall be used in determining fair market value under either
method prescribed in the previous sentence.

(l)  'Option'  means the right to purchase  from the Company a stated  number of
Shares at a specified price.

(m) 'Option Price' means the purchase price per Share subject to an Option.

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(n) 'Parent' means any corporation (other than the Company) in an unbroken chain
of  corporations  ending  with the  Company  if, at the time of a granting of an
option,  each of the corporations (other than the Company) in the unbroken chain
owns stock  possessing  50% or more of the total  combined  voting  power of all
classes  of stock in one of the other  corporations  in such  chain  within  the
meaning of Code  Section  424(e)  and any  regulations  or  rulings  promulgated
thereunder.

(o) 'Participant' means a Director who has received an Award under the Plan.

(p)  'Permanent  and Total  Disability'  shall have the same meaning as given to
that term by Code Section  22(e)(3) and any  regulations or rulings  promulgated
thereunder.

(q) 'Plan' means the AccuStaff Incorporated Non-Employee Director Stock Plan, as
evidenced herein and as amended from time to time.

(r) 'Rule 16b-3" means Rule 16b-3 as  promulgated by the Securities and Exchange
Commission under the 1934 Act, or any successor rule or regulation thereto.

(s) 'Share' means one share of the common stock, $.01 par value, of the Company.

(t)  'Subsidiary'  means any  corporation in an unbroken  chain of  corporations
beginning with the Company if, at the time of the granting of the Award, each of
the  corporations  (other than the last  corporation) in the unbroken chain owns
stock  possessing 50% or more of the total combined  voting power of all classes
of stock in one of the other  corporations in such chain,  within the meaning of
Code Section 424(f) and any regulations or rulings promulgated thereunder.

(u) '1933 Act' means the Securities Act of 1933, as amended.

(v) '1934 Act' means the Securities Exchange Act of 1934, as amended.

ADMINISTRATION

3.1 The Plan is intended to meet the  requirements  of Rule 16b-3  adopted under
the 1934 Act and accordingly is intended to be self-governing.  To this end, the
Plan requires no discretionary  action by any administrative body with regard to
any transaction under the Plan.

3.2      The Plan shall be administered by the full Board.
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3.3 The action of a majority  of the Board at which a quorum is  present,  or an
action  approved  in  writing by a  majority  of the  Board,  shall be the valid
actions of the Board.

3.4 The Board shall have the  authority to interpret  and construe the Plan,  to
prescribe,  amend and rescind rules and regulations relating to it, to determine
the details and provisions of each  Agreement and make all other  determinations
necessary or advisable for the  administration of the Plan,  including,  without
limitation, the amending or modifying of outstanding Options or Awards, provided
that the  Participant  consents  to such  action.  The Board shall also have the
discretion  and  authority  to specify,  with  respect to Options or Awards of a
particular Participant,  the effect upon such Participant's right to exercise an
Option or Award upon death, which effect might include  acceleration of the date
at which an Option or Award may be exercised in full; provided, however, that in
no event may an Option or Award be exercised  after the  expiration  of ten (10)
years from the Effective Date of Grant. The  interpretation  and construction by
the Board of any  provisions of the Plan or any Option or Award granted under it
and all actions of the Board shall be binding on all parties  hereto.  No member
of the Board shall be liable for any action or determination  made in good faith
with respect to the Plan or any Option or Award granted under it.

ELIGIBILITY

4.1      Each Director who is not an Employee shall be a Participant.

AWARD OF OPTION

5.1 (a) On the date on which a  Participant  is first  elected or appointed as a
Director of the Company during the existence of the Plan, such Participant shall
automatically  be granted a  non-qualified  Option to purchase 60,000 Shares (an
'Initial Grant').

(b) Each year on the date on which a  Participant  is reelected as a Director of
the  Company  during  the  existence  of  the  Plan,  such   Participant   shall
automatically  be granted a  non-qualified  Option to purchase 20,000 Shares (an
'Annual Grant').

(c) The  maximum  number of  Shares  (underlying  Options  granted  pursuant  to
Sections  5.1(a) and 5.1(b))  granted to a Participant  serving as a Director of
the Company prior to the Company's 1996 annual meeting of stockholders shall not
exceed  160,000  during the lifetime of his service to the Company.  The maximum
number of Shares  (underlying  Options  granted  pursuant to Sections 5.1(a) and
5.1(b))  granted to a Participant  first elected a Director of the Company on or
after the Company's 1996 annual meeting of stockholders shall not exceed 100,000
during the lifetime of his service to the Company.

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     (d) The Board shall have the  authority  to grant  additional  Options,  in
excess of those described in Sections 5.1(a) and 5.1(b), to a Participant as the
Board may determine in its discretion.

5.2 The Option  Price per share shall be the Fair Market Value of a Share on the
Effective Date of Grant.

STOCK

6.1 The  aggregate  number of Shares which may be issued under the Plan shall be
1,600,000 Shares.

6.2 In the  event  that any  outstanding  Award  under  the Plan  expires  or is
terminated for any reason, the Awarded Shares subject to that Award may again be
the subject of an Award under the Plan.

TERMS AND CONDITIONS

7.1 Awards granted pursuant to the Plan shall be evidenced by Agreements,  which
Agreements  shall  contain  or shall  be  subject  to the  following  terms  and
conditions,  whether or not such terms and conditions are specifically  included
therein:

(a) Number of Shares.  Each Initial Grant Agreement shall state that it pertains
to 60,000 Shares.  Each Annual Grant  Agreement  shall state that is pertains to
20,000 Shares.

(b)               Date.  Each Agreement shall state the Effective Date of Grant.

(c)               Price.  Each Agreement shall state the Option Price.

(d) Method and Time of Payment.  With respect to any Award, or portion  thereof,
the Option Price shall be payable on the exercise of the Award and shall be paid
in cash,  in Shares  (including  Shares  acquired  pursuant  to the Plan),  or a
combination of both. Shares  transferred in payment of the Option Price shall be
valued as of date of transfer based on their then Fair Market Value.

(e)  Transfer  of  Option  or  Stock.  No  Award  shall be  transferable  by the
Participant,  except by will or the laws of descent and  distribution  or to the
extent such transfer is to a member of the Optionee's  immediate  family or to a
trust  for the  benefit  of such an  immediate  family  member.  If an option is
transferred to any member of the Optionee's  immediate  family or to a trust for
the benefit of such an immediate family member,  it shall be exercisable  solely
by the transferee.



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(f)  Recapitalization.  Appropriate  adjustments  shall be made in the number of
Awarded  Shares and in the aggregate  number of Shares which may be issued under
the Plan in order to give  effect to changes  made in the number of  outstanding
Shares   as   a   result   of   a   merger,   consolidation,   recapitalization,
reclassification,  combination,  stock dividend,  stock split, or other relevant
change.   Notwithstanding  the  foregoing,  (i)  Options  subject  to  grant  or
previously granted under the Plan at the time of any event described above shall
be  subject  to only such  adjustment  as shall be  necessary  to  maintain  the
proportionate interest of the Participant and preserve,  without exceeding,  the
value of such Options,  and (ii) the number of Shares subject to award under the
Plan at the time of any event  described  above  shall be  subject  to only such
adjustment as shall be necessary to maintain the relative proportionate interest
represented by such Shares immediately prior to any such event.

(g)               Investment Purpose.

(i)  The Company shall not be obligated to sell or issue any Shares  pursuant to
     any Award  unless such  Shares are at the time  effectively  registered  or
     exempt from registration under the 1933 Act. The determination of whether a
     Share is exempt  from  registration  shall be made by the  Company's  legal
     counsel  and its  determination  shall be  conclusive  and  binding  on all
     parties hereto.

(ii) Notwithstanding  anything in the Plan to the contrary, each Award under the
     Plan  shall be  granted  on the  condition  that the  purchases  of  Shares
     thereunder shall be for investment  purposes and not with a view for resale
     or  distribution  except that in the event the Shares subject to such Award
     are  registered  under  the 1933  Act,  or in the event of a resale of such
     Shares without such registration that would otherwise be permissible,  such
     condition shall be inoperative if in the opinion of counsel for the Company
     such condition is not required  under the 1933 Act or any other  applicable
     law, regulation, or rule of any governmental agency.

(h) Vesting  Schedule.  An Option may not be  exercised  prior to the date it is
vested.  Each Initial  Grant shall be subject to a vesting  schedule  which will
provide that 20% of the total Shares subject to the Option shall vest on each of
the first five (5)  anniversaries of the Effective Grant Date. Each Annual Grant
shall be subject to a vesting  schedule  which will  provide that 33 1/3% of the
total  Shares  subject to the Option  shall vest on each of the first  three (3)
anniversaries of the Effective Grant Date.


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(i) Duration of Award.  Options granted pursuant to the Plan will have a term of
ten (10) years from the Effective Date of Grant.  An Option granted  pursuant to
an Award shall  terminate when it has been fully  exercised,  unless  terminated
sooner pursuant to the provisions of this paragraph 7.1(i).

     If for any reason a Participant  ceases to be a Director of the Company one
year or more after the Director's  initial  election or appointment to the Board
while holding an Option  granted under the Plan,  such Options as have vested on
or prior to such time shall continue to be exercisable for a period of three (3)
years  after  such  termination  or the  remainder  of the  term of the  Option,
whichever is shorter. If for any reason a Participant ceases to be a Director of
the Company within one year after the Director's initial election or appointment
to the Board, such Option shall be canceled as of the date of such termination.

     (j) Effect of Death or Disability. The Committee may determine, at the time
of granting an Option or thereafter,  the affect upon an  individual's  right to
exercise such Option of the individual's  death or Disability,  which affect may
include immediate or deferred  termination of such individual's rights under the
Option, or acceleration of the date at which an Option may be exercised in full.

     (k) Effect of Change in Control.  The Committee may determine,  at the time
of granting an Option or thereafter,  that such Option shall become  exercisable
on an  accelerated  basis in the event  that a Change  in  Control  occurs  with
respect to the Company (and the  Committee  shall have the  discretion to modify
the definition of a Change in Control in a particular Option Agreement).  If the
Committee  finds  that  there  is a  reasonable  possibility  that,  within  the
succeeding  six  months,  a Change in Control  will  occur  with  respect to the
Company,  then the Committee may determine that all outstanding Options shall be
exercisable on an accelerated basis.

7.2 The Company may place such legends on stock  certificates  representing  the
Shares as the Company, in its sole discretion, deems necessary or appropriate to
reflect  restrictions  under the Plan, the  Agreement,  the Code, the securities
laws or otherwise.

7.3 Notwithstanding any provision herein to the contrary,  service as a Director
shall be at the pleasure of the shareholders of the Company.  Nothing  contained
in the  Plan or in any  Award  granted  pursuant  to it  shall  confer  upon any
Participant a right to continue as a Director.


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7.4 Any person  entitled  to exercise an Option may do so in whole or in part by
delivering  to  the  Company  at  its  principal  office,   attention  Corporate
Secretary,  a written  notice of exercise.  The written notice shall specify the
number of Shares for which an option is being  exercised.  The  notice  shall be
accompanied by full payment of the option Price for the Shares being  purchased.
During  the  Participant's  lifetime,  an option  may be  exercised  only by the
Participant, or on the Participant's behalf by the Participant's legal guardian.

7.5 A  Participant  shall have no rights as a  stockholder  with  respect to any
Shares  subject  to an  Option  until  the  date  of  the  issuance  of a  stock
certificate  to him for such Shares.  No adjustment  shall be made for dividends
(ordinary or  extraordinary,  whether in cash,  securities or other property) or
distributions  or other  rights for which the  record  date is prior to the date
such stock certificate is issued, except as provided in Plan Section 7.1(f).

AMENDMENT OR DISCONTINUANCE OF PLAN

8.1 The Board may at any time amend,  suspend or discontinue the Plan; provided,
however,  that without  further  approval of the  shareholders of the Company no
amendments by the Board shall:

(a)               Change the class of persons eligible to participate;

(b) Increase the aggregate  number of Shares which may be issued under the Plan,
except as provided in Section 6.1 of the Plan; or

(c)  Otherwise  be made if  shareholder  approval  is  required  to satisfy  the
requirements of Rule 16(b)(3) promulgated under the 1934 Act.

8.2 No amendment to the Plan shall alter or impair any Award  granted  under the
Plan without the consent of the holders thereof.

8.3 Articles 4, 5 and 7 of the Plan, in the  aggregate,  may not be amended more
than  once  every  six  months,  unless  such  amendment  is  permitted  by Rule
16b-3(c)(2)(ii)(B) under the 1934 Act.

INDEMNIFICATION OF BOARD


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In  addition  to such  other  rights  of  indemnification  as they  may  have as
Directors,  the members of the Board shall be indemnified by the Company against
the  reasonable  expenses,  including  attorneys'  fees,  actually  incurred  in
connection with the defense of any pending,  threatened or possible action, suit
or proceeding, or in connection with any pending,  threatened or possible appeal
therein,  to which they or any of them may be a party by reason of any actual or
alleged  action taken or failure to act under or in connection  with the Plan or
any  option  granted  thereunder,  and  against  all  amounts  paid  by  them in
settlement thereof (provided such settlement is approved by the Company) or paid
by them in  satisfaction  of a judgment in any such action,  suit or proceeding,
except in relation  to matters as to which it shall be adjudged in such  action,
suit or  proceeding  that such Board  member is liable for gross  negligence  or
willful misconduct in the performance of his duties;  provided that within sixty
days after  institution  of any such action,  suit or  proceeding a Board member
shall in writing  offer the  Company the  opportunity,  at its own  expense,  to
handle and defend the same.

NO OBLIGATION TO EXERCISE OPTION

The granting of an Option shall impose no  obligation  upon the  Participant  to
exercise such Option.

EFFECTIVE DATE; DURATION OF THE PLAN

11.1     The Plan shall become effective as of December 29, 1993.

11.2 No Award may be made after the tenth  anniversary  of the effective date of
the Plan.