AMENDMENT AGREEMENT NO. 2
                                       TO
                            364 DAY CREDIT AGREEMENT


THIS  AMENDMENT  AGREEMENT  is made  and  entered  into as of this  25th  day of
October,  2000,  by and  among  MODIS  PROFESSIONAL  SERVICES,  INC.,  a Florida
corporation (herein called the 'Borrower'),  BANK OF AMERICA, N.A. (successor by
merger of NationsBank,  National  Association) (the 'Agent'),  as Administrative
Agent for the  lenders  (the  'Lenders')  party to the 364 Day Credit  Agreement
dated October 27, 1999, as amended by Amendment Agreement No. 1 dated August 10,
2000, among such Lenders, Borrower and the Agent (the 'Agreement').

                              W I T N E S S E T H:

WHEREAS, the Borrower, the Agent and the Lenders have entered into the Agreement
pursuant to which the Lenders  have agreed to make 364 day Loans to the Borrower
in the aggregate  principal amount of up to $150,000,000 as evidenced by the 364
Day Notes (as defined in the Agreement); and

WHEREAS,  as a condition to the making of the loans  pursuant to the  Agreement,
the Lenders required that Material Subsidiaries and Receivables  Subsidiaries of
the Borrower  guarantee payment of all Obligations of the Borrower arising under
the Agreement pursuant to the Guaranty Agreement; and

WHEREAS,  by  Amendment  Agreement  No. 1 dated  August  10,  2000  (the  'First
Amendment'),  the Required Lenders and the Borrower (a) amended the Agreement to
permit (i) the  Borrower to  restructure  a portion of its  business in order to
consolidate  its  e-business  solutions  operations  (the  'E-Business  Solution
Assets') within and under a newly created  subsidiary,  Idea  Integration  Corp.
('Idea Corp.'),  (ii) the Borrower to sell approximately 17% of the common stock
of Idea Corp.,  (iii) the Borrower to make loans and  investments  in Idea Corp.
and (iv) Idea Corp. to incur Indebtedness, and (b) released certain Subsidiaries
of the  Borrower  which are to become  Subsidiaries  of Idea  Corp.  from  their
obligations under the Guaranty Agreement; and

WHEREAS,  the  Borrower has decided not to proceed with the sale of a portion of
the common stock of Idea Corp. but rather  distribute all of the common stock of
Idea Corp.  to the  stockholders  of the  Borrower in a tax-free  spin-off  (the
'Spin-off'); and

WHEREAS,  in connection  with the Spin-off,  the Borrower has requested that the
Lenders  consent to the  transfer by the  Borrower of its  E-Business  Solutions
Assets  (including  certain  Subsidiaries  which own only  E-Business  Solutions
Assets) to Idea Corp. and to release certain  Subsidiaries of the Borrower which
are to become  Subsidiaries  of Idea  Corp.  from  their  obligations  under the
Guaranty Agreement; and

WHEREAS,  the Agent and the Lenders are  willing to amend the  Agreement  in the
manner set forth herein;

NOW,  THEREFORE,  the  Borrower,  the Agent and the  Lenders do hereby  agree as
follows:


1.  Definitions.  The term  'Agreement' as used herein and in the Loan Documents
(as defined in the Agreement)  shall mean the Agreement as  hereinafter  amended
and  modified.  Unless the  context  otherwise  requires,  all terms used herein
without definition shall have the definition provided therefor in the Agreement.

2. First Amendment.  In light of the Borrower's decision not to proceed with the
sale of stock of Idea Corp. as permitted by the First Amendment, and in light of
the fact that the actions permitted by the terms of the First Amendment have not
been taken,  the parties hereto hereby agree that the First  Amendment is hereby
terminated  and of no  further  force and effect  (except to the extent  that an
identical  provision is included in this Amendment  Agreement,  which  identical
provision shall thereupon become the effective  provision);  provided,  however,
that nothing contained herein shall adversely affect any actions taken under the
First  Amendment  prior  to  the  effectiveness  of  this  Amendment  Agreement,
including  the payment of any fees and expenses  pursuant to Section 6(f) of the
First  Amendment  and  the  delivery  of  the  Guaranty   Agreement  of  certain
Subsidiaries as provided in Section 6(b) of the First Amendment.

3.  Amendment.  Subject  to the  terms  and  conditions  contained  herein,  the
Agreement is amended, effective as of October 25, 2000, as follows:

     (a) Section 1.01 is hereby  amended by adding the following new  definition
     thereto in the appropriate alphabetical order:

          ''Amendment No. 2' means  Amendment  Agreement No. 2 to 364 Day Credit
          Agreement dated October 25, 2000 among the Borrower, the Agent and the
          Lenders.''

     (b) The definition of 'Applicable Commitment Percentage' in Section 1.01 is
     hereby amended in its entirety so that as amended it shall read as follows:

          ''Applicable  Commitment  Percentage' means, at any time, with respect
          to each  Lender,  a  fraction,  the  numerator  of which shall be such
          Lender's 364 Day Commitment and the  denominator of which shall be the
          Total 364 Day Commitment  which Applicable  Commitment  Percentage for
          each  Lender  as of the date of  Amendment  No.  2 is as set  forth in
          Exhibit A; provided that the Applicable  Commitment Percentage of each
          Lender shall be increased or decreased in accordance with Section 2.14
          and Section 11.01.'

     (c) The first sentence of the  definition of 'Required  Lenders' in Section
     1.01 is hereby  amended in its entirety so that as amended it shall read as
     follows:

          ''Required  Lenders'  means, as of any date, (i) not less than two (2)
          Lenders,  and (ii)  Lenders on such date having  Credit  Exposure  (as
          defined  below)  aggregating  at  least  51% of the  aggregate  Credit
          Exposures of all the Lenders on such date.'

     (d) The  definition of '364 Day  Extension  Date' in Section 1.01 is hereby
     deleted.

     (e) The  definition of '364 Day Facility' in Section 1.01 is hereby amended
     by deleting the figure  '$150,000,000'  appearing  therein and inserting in
     lieu thereof the figure '$50,000,000'.

     (f) The definition of '364 Day Termination  Date' in Section 1.01 is hereby
     amended by deleting the phrase 'the 364 Day  Extension  Date' in clause (i)
     and inserting in lieu thereof the date 'October 24, 2001'.

     (g) The definition of 'Total 364 Day  Commitment' in Section 1.01 is hereby
     amended in its entirety so that as amended it shall read as follows:

          ''Total 364 Day Commitment' means (i) from the date of Amendment No. 1
          through January 31, 2001 a principal amount equal to $50,000,000,  and
          (ii) thereafter,  if the principal amount of the 364 Day Commitment of
          Bank of America,  N.A. shall exceed  $25,000,000,  a principal  amount
          equal to $40,000,000,  the full amount of such  $10,000,000  principal
          reduction  being  applied to reduce the 364 Day  Commitment of Bank of
          America,  N.A.,  subject in any event to increase  pursuant to Section
          2.14 and decrease in accordance with Section 2.07;'

     (h) Section  2.13 is hereby  amended by (i)  deleting the period at the end
     thereof and  inserting  in lieu  thereof a  semi-colon  and (ii) adding the
     following after such semi-colon:

          'provided,  however,  that in no event shall  proceeds of the Loans be
          used to purchase,  redeem or otherwise  acquire  capital  stock of the
          Borrower.'

     (i) Section  2.14 is hereby  amended in its  entirety so that as amended it
     shall read as follows:

          '2.14 Increase in Total 364 Day Commitments.

          (a) Borrower shall have the right,  without the consent of Lenders but
          subject  to  the  approval  of  Agent  (which  approval  shall  not be
          unreasonably withheld), to effectuate from time to time an increase in
          the 364  Day  Commitments  under  this  Agreement  by  adding  to this
          Agreement one or more Persons that are Eligible  Assignees (who shall,
          upon  completion of the  requirements  of this Section 2.14 constitute
          'Lenders'  hereunder) (an 'Added Lender'),  or by allowing one or more
          Lenders in their sole discretion to increase their  respective 364 Day
          Commitments  hereunder  (each an  'Increasing  Lender'),  so that such
          added and  increased 364 Day  Commitments  shall equal the increase in
          364  Day  Commitments  effectuated  pursuant  to  this  Section  2.14;
          provided that (i) no increase in or added 364 Day Commitment  shall be
          less  than  $10,000,000,   (ii)  no  increase  in  or  added  364  Day
          Commitments   pursuant  to  this  Section  2.14  shall  be  less  than
          $10,000,000   or  result  in  Total  364  Day   Commitment   exceeding
          $75,000,000,  (iii) no Lender's 364 Day Commitment  shall be increased
          under this Section 2.14 without the consent of such Lender, (iv) there
          shall  exist no Default or Event of Default  immediately  prior to and
          immediately  after  giving  effect to such  increased or added 364 Day
          Commitment,  and (v) there shall have been no  reduction  of Total 364
          Day  Commitment  pursuant to Section 2.07.  Borrower  shall deliver or
          pay, as applicable, to the Agent by the effective date of any increase
          each of the  following  items with  respect  to each Added  Lender and
          Increasing Lender:

               (i) a written  notice of  Borrower's  intention  to increase  the
               combined Total 364 Day Commitments pursuant to this Section 2.14,
               which shall  specify  each new  Eligible  Assignee,  if any,  the
               changes in  amounts of  Commitments  that will  result,  and such
               other information as is reasonably requested by the Agent;

               (ii)  documents  in the form of Exhibit J or Exhibit K, as may be
               required  by the  Agent,  executed  and  delivered  by  each  new
               Eligible  Assignee  and each Lender  agreeing to increase its 364
               Day  Commitment,  pursuant to which it becomes a party  hereto or
               increases its 364 Day Commitment, as the case may be;

               (iii) if requested by the applicable Lender, Notes or replacement
               Notes,  as the case may be,  executed and  delivered by Borrower;
               and

               (iv) a  non-refundable  processing  fee of $3,500 with respect to
               each Added  Lender or  Increasing  Lender for the sole account of
               the Agent.

          (b) Upon receipt of any notice referred to in clause (a)(i) above, the
          Agent shall promptly  notify each Lender  thereof.  Upon execution and
          delivery of such documents and the payment of such fee (the 'Increased
          Commitment  Date'),  such new  Eligible  Assignee  shall  constitute a
          'Lender' hereunder with a 364 Day Commitment as specified therein,  or
          such Lender's 364 Day Commitment shall increase as specified  therein,
          as the case may be. Immediately upon the effectiveness of the addition
          of such Added Lender or the increase in the 364 Day Commitment of such
          Increasing   Lender  under  this  Section  2.14  (i)  the   respective
          Applicable  Commitment  Pecentages  of the  Lenders  shall  be  deemed
          modified as  appropriate  to  correspond to such changed Total 364 Day
          Commitment, and (ii) if there are at such time outstanding any 364 Day
          Loans,  each Lender whose  Applicable  Commitment  Percentage has been
          decreased as a result of the increase in the Total 364 Day Commitments
          shall be deemed to have  assigned,  without  recourse,  to each  Added
          Lender and  Increasing  Lender such  portion of such  Lender's 364 Day
          Loans  as  shall  be  necessary  to  effectuate   such  adjustment  in
          Applicable  Commitment  Percentages.  Each Increasing Lender and Added
          Lender (A) shall be deemed to have  assumed  such  portion of such 364
          Day Loans and (B) shall  fund to each  other  Lender on the  Increased
          Commitment  Date the  amount of 364 Day Loans  assigned  by it to such
          Lender.  Borrower  agrees to pay to the  Lenders on demand any and all
          amounts to the extent payable  pursuant to Section 3.05 as a result of
          any such  prepayment  of 364 Day  Loans  occasioned  by the  foregoing
          increase in 364 Day Commitments and the reallocation of the Applicable
          Commitment Percentages.

          (c) This section shall  supercede  any  provisions in Section 11.01 to
          the contrary.'

     (j) Exhibit A to the Agreement is hereby amended in its entirety so that as
     amended it is in the form of Exhibit A to this Amendment Agreement.

     (k) The Agreement is hereby  amended to add thereto new Exhibits J and K in
     the form attached to this Amendment Agreement.

4.  Consents.

     (a) Each Lender by its execution of this  Amendment  Agreement  consents to
     the  reduction on a  non-prorata  basis of the Total 364 day  Commitment in
     order that the Applicable  Commitment  Percentage and the Revolving  Credit
     Commitment  of each  Consenting  Lender (as defined in Section  2.14 of the
     Agreement before giving effect to this Amendment Agreement) is as set forth
     on Exhibit A to this  Agreement and that each  Non-Consenting  Lender's 364
     Day  Commitment is reduced to zero as of October 25, 2000 and as of October
     25,  2000  each  Non-Consenting  Lender  shall no  longer be a party to the
     Agreement.  Each  Non-Consenting  Lender (as defined in Section 2.14 of the
     Agreement  before giving effect to this Amendment  Agreement) has joined in
     the  execution  of this  Amendment  Agreement  solely  for the  purpose  of
     granting the consent set forth in this Section 4(a) and none other.

     (b) Each  Consenting  Lender by its execution of this  Amendment  Agreement
     further consents to the following:

          (a)  Notwithstanding  the provisions of Section 8.05 and Section 8.11,
          the transfer by the Borrower and its  Subsidiaries  of the  E-Business
          Solutions  Assets,  including  all of the  capital  stock  of  certain
          Subsidiaries, which Subsidiaries own only E-Business Solutions Assets,
          to  Idea  Corp.  and its  Subsidiaries  and  the  distribution  by the
          Borrower of all of the common stock of Idea Corp. to the  shareholders
          of the Borrower so long as (i) the E-Business Solution Assets (whether
          capital stock or otherwise) represent no more than 25% of Consolidated
          Total  Assets  and  (ii)  the  distribution  of the  common  stock  to
          shareholders  of the  Borrower  has been  determined  to be a tax-free
          spin-off.

          (b) Subject to the  transfer of all assets  owned by them which do not
          constitute  E-Business Solutions Assets to one or more new or existing
          Subsidiaries of the Borrower,  which Subsidiary or Subsidiaries are or
          become  Guarantors,  the release of the  following  Subsidiaries  from
          their guaranty of payment of the Obligations:

          Actium Corp., a Delaware corporation
          Berger IT Co., a Delaware corporation
          Idea Integration of Georgia, Inc.,
            f/k/a Modis of Georgia, Inc., a Florida corporation
          Idea Integration of Georgia, L.P.,
            f/k/a Modis of Georgia, L.P., a Georgia limited partnership
          Idea Integration of Pennsylvania, Inc.,
            f/k/a Modis of Pennsylvania, Inc., a Florida corporation
          Idea Integration of Pennsylvania, Ltd.,
           f/k/a Modis of Pennsylvania, Ltd., a Pennsylvania limited partnership
          Open Management Software, Inc., a California corporation
          UTEK, Inc., an Illinois corporation
          Zeal, Inc., an Illinois corporation

5.  Subsidiary  Consents.  Each  Subsidiary  of  the  Borrower  that  previously
delivered a Guaranty  Agreement to the Agent,  other than those Guarantors being
released,  has  joined in the  execution  of this  Amendment  Agreement  for the
purpose of (i) agreeing to the amendment to the  Agreement  and (ii)  confirming
its guarantee of payment of all the Obligations.

6.  Representations and Warranties.  The Borrower hereby represents and warrants
that:

     (a) The  representations  and warranties  made by Borrower in Article VI of
     the  Agreement  are true on and as of the date  hereof  except that (i) the
     financial  statements  referred to in Section  6.01(f)  shall be those most
     recently  furnished to each Lender  pursuant to Section 7.01,  and (ii) the
     Subsidiaries  are as  described  in  Schedule  6.01(d)  to  this  Amendment
     Agreement,  provided that the Schedule  6.01(d)  attached to this Amendment
     Agreement  shall,  for  all  purposes,  be  the  Schedule  6.01(d)  to  the
     Agreement;

     (b) There has been no material  adverse change in the condition,  financial
     or otherwise,  of the Borrower and its  Subsidiaries  since the date of the
     most recent financial reports of the Borrower received by each Lender under
     Section  7.01  thereof,  other  than  changes  in the  ordinary  course  of
     business, none of which has been a material adverse change;

     (c) The business and  properties of the Borrower and its  Subsidiaries  are
     not and have not been  adversely  affected  in any  substantial  way as the
     result of any  fire,  explosion,  earthquake,  accident,  strike,  lockout,
     combination of workers,  flood, embargo,  riot, activities of armed forces,
     war or acts of God or the  public  enemy,  or  cancellation  or loss of any
     major contracts; and

     (d) No  event  has  occurred  and  no  condition  exists  which,  upon  the
     consummation of the transaction contemplated hereby,  constitutes a Default
     or an Event of Default on the part of the Borrower under the Agreement, the
     Notes or any other Loan Document  either  immediately  or with the lapse of
     time or the giving of notice, or both.

7. Conditions. This Amendment Agreement shall become effective upon:

     (a)  execution by the Required  Lenders and the Borrower  delivering to the
     Agent fifteen (15)  counterparts of this Amendment  Agreement duly executed
     by the  Borrower  and  consented  to by each  Subsidiary  of Borrower  that
     previously delivered a Guaranty Agreement to the Agent;

     (b) receipt of an opinion of counsel for the Borrower and the Guarantors in
     form and content acceptable to the Agent;

     (c) a certificate  of the Secretary or Assistant  Secretary of the Borrower
     and each of the Guarantors to which is attached resolutions authorizing the
     transactions contemplated by this Amendment Agreement; and

     (d)  payment  of all  fees due the  Agent  and the  Lenders  as well as all
     reasonable  expenses of the Agent,  including  fees and expenses of counsel
     for the Agent.

8.  Entire   Agreement.   This   Amendment   Agreement  sets  forth  the  entire
understanding  and  agreement  of the parties  hereto in relation to the subject
matter hereof and supersedes  any prior  negotiations  and agreements  among the
parties relative to such subject matter. No promise, conditions,  representation
or  warranty,  express or  implied,  not  herein set forth  shall bind any party
hereto,  and no  one  of  them  has  relied  on  any  such  promise,  condition,
representation or warranty. Each of the parties hereto acknowledges that, except
as in this Amendment  Agreement  otherwise expressly stated, no representations,
warranties or commitments, express or implied, have been made by any other party
to the other. None of the terms or conditions of this Amendment Agreement may be
changed,  modified,  waived or canceled orally or otherwise,  except by writing,
signed by all the parties hereto, specifying such change,  modification,  waiver
or cancellation of such terms or conditions,  or of any proceeding or succeeding
breach thereof.

9. Full Force and Effect of Agreement.  Except as hereby  specifically  amended,
modified or supplemented,  the Agreement and all of the other Loan Documents are
hereby confirmed and ratified in all respects and shall remain in full force and
effect according to their respective terms.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF,  the parties hereto have caused this Amendment  Agreement to
be duly executed by their duly authorized  officers,  all as of the day and year
first above written.

                                    BORROWER:

                                   MODIS PROFESSIONAL SERVICES, INC.
WITNESS:

__/s/ John L. Marshall III_____     By:___/s/ Michael D. Abney______________
                                    Name: Michael D. Abney
__/s/ Gregory D. Holland_____       Title:   Senior Vice President, Treasurer &
                                                    Chief Financial Officer

<PAGE>

               GUARANTORS:

               ACCOUNTING PRINCIPALS, LTD.,
                 a Pennsylvania limited partnership
               AD L.L.C. I, a Delaware limited liability company
               ADDITIONAL TECHNICAL SUPPORT OF MASSACHUSETTS, INC.
               AMPL INCORPORATED
               AMICUS STAFFING, INC.
               BC L.L.C. I, a Delaware limited liability company
               CAREER HORIZONS, INC.
               DATA MANAGEMENT CONSULTANTS, INC.
               DIVERSIFIED SEARCH, INC.
               ENTEGEE,INC.
               HEALTH FORCE, INC.
               HEALTH FORCE OPERATING CORP.
               LIT, INC.
               MANAGEMENT PRINCIPALS, INC.
                 (f/k/a Keystone Consulting Group, Inc.)
               MANCHESTER, INC.
               MEDI-FORCE, INC.
               MODIS, INC.
               MODIS GP, INC.
               MODIS LP-2, INC.
               MODIS FACTORING CORPORATION
                 (f/k/a ASI Factoring Corporation)
               MODIS LICENSING CORPORATION
               MODIS/COMPUTER ACTION, INC.
               MODIS OF GEORGIA, INC.
               MODIS OF GEORGIA, L.P.
               MODIS OF PENNSYLVANIA, INC.
               MODIS OF PENNSYLVANIA, LTD.
               SCIENTIFIC STAFFING, INC.
               SPECIAL COUNSEL, INC.
WITNESS:       SYSTEM PROS OF MASSACHUSETTS, INC.

  /s/ John L. Marshall III                  By:  /s/ Michael D. Abney
                                            Name: Michael D. Abney
  /s/ Gregory D. Holland            Title:  Senior Vice President


<PAGE>



                                            BANK OF AMERICA, N.A.,
                                            as Agent for the Lenders



                                            By:  /s/  John E. Williams
                                            Name: John E. Williams
                                            Title:   Managing Director



                                            BANK OF AMERICA, N.A., as Lender,
                                            a Consenting Lender



                                            By:  /s/  John E. Williams
                                            Name: John E. Williams
                                            Title:   Managing Director



<PAGE>

                                            FLEET NATIONAL BANK,
                                            a Non-Consenting Lender



                                            By:  /s/  Michael J. Bassick
                                            Name:  Michael J. Bassick
                                            Title:  Vice President



<PAGE>

                                            BANK ONE, NA,
                                            a Non-Consenting Lender



                                            By:  /s/  James F. Gable
                                            Name:  James F. Gable
                                            Title:  AVP



<PAGE>

                                            LLOYDS TSB BANK plc,
                                            a Non-Consenting Lender



                                       By:  /s/  Windsor F. Davies
                                       Name:  Windsor F. Davies
                                       Title:  Director, Corporate Banking, USA

                                            By:  /s/  David Rodway
                                            Name:  David Rodway
                                            Title:  Assistant Director






<PAGE>

                                            WACHOVIA BANK, N.A.,
                                            a Non-Consenting Lender



                                            By:  /s/  John C. Coffin
                                            Name:  John C. Coffin
                                            Title:  SVP



<PAGE>

                                            FIRST UNION NATIONAL BANK,
                                            a Consenting Lender



                                            By:  /s/  Timothy N. Hyslop
                                            Name:  Timothy N. Hyslop
                                            Title:  Senior Vice President





<PAGE>

                                            BNP PARIBAS, HOUSTON AGENCY,
                                            a Non-Consenting Lender



                                            By:  /s/  John Stacy
                                            Name:  John Stacy
                                            Title:  Senior Vice President



<PAGE>

                                            THE INDUSTRIAL BANK OF JAPAN,
                                            LIMITED, a Non-Consenting Lender



                                            By:  /s/ James W. Masters
                                            Name:  James W. Masters
                                            Title:  Senior Vice President



<PAGE>

                                            HSBC BANK USA,
                                            a Non-Consenting Lender



                                            By:  /s/  Christopher Casey
                                            Name:  Christopher Casey
                                            Title:  Vice President


<PAGE>

                                            KBC BANK N.V.,
                                            a Non-Consenting Lender



                                            By:  /s/  Robert Snauffer
                                            Name:  Robert Snauffer
                                            Title:  First Vice President


                                            By:  /s/  Patrick A. Janssens
                                            Name:  Patrick A. Janssens
                                            Title:   Vice President



<PAGE>

                                            BANK HAPOALIM B.M.,
                                            a Non-Consenting Lender


                                            By:  /s/  Laura Anne Raffa
                                            Name:  Laura Anne Raffa
                                            Title:  First Vice President
                                                    and Corporate Manager


                                            By:  /s/  Shaun Breidbart
                                            Name:  Shaun Breidbart
                                            Title:  Vice President

<PAGE>

                                                     EXHIBIT A


                                       364                     Available
                                       Day                    Commitment
Name of Lender                      Commitment                Percentage

Bank of America, N.A.               $35,000,000                 70.0%

First Union National Bank           $15,000,000                 30.0%
                                     __________                ______

         TOTAL                      $50,000,000               100.00%


<PAGE>

                                    EXHIBIT J

                      FORM OF COMMITMENT INCREASE AGREEMENT



Date: ___________________


Bank of America, N.A., as Agent
[Address]

Modis Professional Services, Inc.
[Address]


Ladies and Gentlemen:

We refer to the Credit  Agreement  dated as of  October  27,  1999 (as  amended,
restated,  modified,  supplemented  or renewed  from time to time,  the  'Credit
Agreement')  among Modis  Professional  Services,  Inc.  (the  'Borrower'),  the
Lenders  referred  to  therein,  and Bank of  America,  N.A.,  as agent (in such
capacity, the 'Agent'). Terms defined in the Credit Agreement are used herein as
therein defined.

This  Commitment  Increase  Agreement is made and delivered  pursuant to Section
2.14 of the Credit Agreement.

Subject to the terms and  conditions  of Section  2.14 of the Credit  Agreement,
_______________________________  ('Increasing Lender') will increase its 364 Day
Commitment to an amount equal to $___________,  on the Increased Commitment Date
applicable to it. The  Increasing  Lender  hereby  confirms and agrees that with
effect on and after such  Increased  Commitment  Date, the 364 Day Commitment of
the Increasing  Lender shall be increased to the amount set forth above, and the
Increasing  Lender  shall have all of the rights and be obligated to perform all
of the  obligations  of a  Lender  under  the  Credit  Agreement  with a 364 Day
Commitment in the amount set forth above.

Effective the on the Increased  Commitment Date applicable to it, the Increasing
Lender  (i)-accepts and assumes from the assigning  Lenders,  without  recourse,
such  assignment  of 364 Day  Loans as  shall be  necessary  to  effectuate  the
adjustments in the Applicable Commitment  Percentages of Lenders contemplated by
Section 2.14 of the Credit Agreement,  and (ii) agrees to fund on such Increased
Commitment  Date  such  assumed  amounts  of 364 Day  Loans to the Agent for the
account of the assigning Lenders in accordance with the provisions of the Credit
Agreement, in the amount notified to Increasing Lender by the Agent.

This Commitment  Increase  Agreement shall  constitute a Loan Document under the
Credit Agreement.

THIS  COMMITMENT  INCREASE  AGREEMENT  SHALL BE GOVERNED  BY, AND  CONSTRUED  IN
ACCORDANCE WITH, THE LAW OF THE STATE OF FLORIDA,  NOTWITHSTANDING ITS EXECUTION
OUTSIDE SUCH STATE.

     IN WITNESS WHEREOF,  Increasing Lender has caused this Commitment  Increase
Agreement to be duly executed and delivered in _____________, ______________, by
its  proper  and duly  authorized  officer  as of the day and year  first  above
written.

                                                     [INCREASING BANK]


                                                     By:

                                                     Title:


CONSENTED TO as of:

MODIS PROFESSIONAL SERVICES, INC.


By:

Title:


BANK OF AMERICA, N.A., as Agent


By:

Title:


<PAGE>





                                          Form of Added Lender Agreement
                                                     EXHIBIT K

                                          FORM OF ADDED LENDER AGREEMENT

Date: ___________________


Bank of America, N.A., as Agent
[Address]

Modis Professional Services, Inc.
[Address]


Ladies and Gentlemen:

We refer to the Credit  Agreement  dated as of  October  27,  1999 (as  amended,
restated,  modified,  supplemented  or renewed  from time to time,  the  'Credit
Agreement') among Modis Professional Services,  Inc.  ('Borrower'),  the Lenders
referred to  therein,  and Bank of America,  N.A.,  as agent (in such  capacity,
'Agent').  Terms  defined in the  Credit  Agreement  are used  herein as therein
defined.

This Added Lender  Agreement is made and  delivered  pursuant to Section 2.14 of
the Credit Agreement.

Subject to the terms and  conditions  of Section  2.14 of the Credit  Agreement,
_________________________ (the 'Added Lender') will become a party to the Credit
Agreement as a Lender,  with a 364 Day Commitment equal to $___________,  on the
Increased Commitment Date applicable to it. The Added Lender hereby confirms and
agrees that with effect on and after such Increased  Commitment  Date, the Added
Lender shall be and become a party to the Credit  Agreement as a Lender and have
all of the rights and be obligated to perform all of the obligations of a Lender
thereunder with a Commitment in the amount set forth above.

Effective  the on the  Increased  Commitment  Date  applicable  to it, the Added
Lender  (i)-accepts and assumes from the assigning  Lenders,  without  recourse,
such  assignment  of 364 Day  Loans as  shall be  necessary  to  effectuate  the
adjustments in the Applicable Commitment Percentages of the Lenders contemplated
by  Section  2.14 of the  Credit  Agreement,  and  (ii)  agrees  to fund on such
Increased Commitment Date such assumed amounts of 364 Day Loans to the Agent for
the account of the assigning  Lenders in accordance  with the  provisions of the
Credit Agreement, in the amount notified to the Added Lender by the Agent.

The following administrative details apply to the Added Lender:

         (A)      Lending Office(s):

                  Lender name:
                  Address:



                  Attention:
                  Telephone:                (    )
                  Facsimile:                (    )

                  Lender name:                                        '
                  Address:



                  Attention:
                  Telephone:                (    )
                  Facsimile:                (    )

         (B)      Notice Address:

                  Lender name:
                  Address:



                  Attention:
                  Telephone:                (    )
                  Facsimile:                (    )

         (C)      Payment Instructions:

                  Account No.:
                  At:



                  Reference:
                  Attention:

This Added Lender  Agreement  shall  constitute a Loan Document under the Credit
Agreement.

THIS ADDED LENDER  AGREEMENT  SHALL BE GOVERNED BY, AND  CONSTRUED IN ACCORDANCE
WITH,  THE LAW OF THE STATE OF FLORIDA,  NOTWITHSTANDING  ITS EXECUTION  OUTSIDE
SUCH STATE.

IN WITNESS  WHEREOF,  the Added Lender has caused this Added Lender Agreement to
be duly executed and delivered in _____________,  ______________,  by its proper
and duly authorized officer as of the day and year first above written.

                                                     [ADDED LENDER]


                                                     By:

                                                     Title:


CONSENTED TO as of:

MODIS PROFESSIONAL SERVICES, INC.


By:

Title:


BANK OF AMERICA, N.A., as Agent


By:

Title: