MODIS PROFESSIONAL SERVICES, INC.
                             STOCK OPTION AGREEMENT


     THIS STOCK OPTION AGREEMENT (the "Agreement"), entered into as of this date
of September  25, 2001,  by and between  Modis  Professional  Services,  Inc., a
Florida corporation (the "Company"), and Timothy D. Payne (the "Optionee").

     WHEREAS,  the Company  desires to afford the  Optionee the  opportunity  to
acquire  shares of the Company's  common stock so the Optionee has a proprietary
interest in the Company,  and the Optionee  desires the  opportunity  to acquire
shares of the Company; and

     WHEREAS, by action of the Compensation Committee of the Board of Directors,
the  Company  granted  to the  Optionee  an option to  purchase  500,000  shares
("Option"); and

     WHEREAS,  the  Company  and the  Optionee  desire  to enter  into a written
agreement with respect to such Option;

     NOW,  THEREFORE,   as  an  employment  incentive  and  to  encourage  stock
ownership,  and also in consideration of the mutual covenants  contained herein,
the parties hereto agree as follows:

1. Grant of Option and Purchase Price. Effective September 25, 2001, the Company
hereby grants to the Optionee, subject to the terms,  restrictions,  limitations
and  conditions  stated  herein,  an option to  purchase  500,000  shares of the
Company's  common stock,  par value $.01 per share (the "Stock"),  at a price of
$3.850 per share ("Option Price").

2. Vesting.  The Option  granted  hereunder  shall be vested ratably in one-year
increments over three years. (i.e.,  one-third becomes vested and exercisable on
each  anniversary of this  agreement.)  These options shall also fully vest upon
Change of Control or  termination  by Company  without  Cause or by Optionee for
Good  Reason as those  terms are  defined in the  Employment  Agreement  between
Company and Optionee.

3. Exercise Terms. The Optionee must exercise the Option for at least the lesser
of 100  shares or the  number of  shares  of  purchasable  stock as to which the
Option  remains  unexercised.  In the event this  Option is not  exercised  with
respect to all or any part of the shares  subject  to this  Option  prior to its
expiration, the shares with respect to which this Option was not exercised shall
no longer be subject to this Option.

4. Transferability. The Options granted hereunder may only be transferred by the
Optionee  during his lifetime to any member of his  immediate  family or a trust
established  for the  exclusive  benefit of one or more members of his immediate
family (hereinafter referred to as "Transferees").  For purposes of this Section
4, the term  "immediate  family"  is defined as the  Optionee's  spouse,  former
spouse, children,  stepchildren,  grandchildren (including relationships arising
from legal adoption),  and parents.  The Options may also be transferred by will
or the laws of descent and  distribution  or  pursuant  to a Qualified  Domestic
Relations Order.

5. Notice of Exercise of Option.  This Option may be exercised by the  Optionee,
Transferee,  or  by  the  Optionee's  administrators,   executors,  or  personal
representatives, by a written notice (in substantially the form of the Notice of
Exercise attached hereto as Schedule A) signed by the Optionee,  Transferee,  or
by such administrators,  executors or personal representatives, and delivered or
mailed to the  Corporate  Secretary or such other  individual as the Company may
designate. Any such notice shall (a) specify the number of shares of Stock which
the Optionee,  Transferee, or Optionee's  administrators,  executors or personal
representatives,  as the case may be,  then elects to  purchase  hereunder,  (b)
contain such information as may be reasonably  required  pursuant to Section 11,
and (c) be accompanied by (i) a certified cashier's check payable to the Company
in payment of the total  Exercise  Price  applicable  to such shares as provided
herein,  (ii)  shares  of Stock  owned by the  Optionee  and  duly  endorsed  or
accompanied  by stock  transfer  powers  having a Fair Market Value equal to the
total Exercise Price applicable to such shares purchased  hereunder,  or (iii) a
certified or cashier's check  accompanied by the number of shares of stock whose
Fair  Market  Value  when  added to the  amount  of the check  equals  the total
Exercise Price  applicable to such shares purchased  hereunder.  Upon receipt of
any such notice and accompanying  payment,  and subject to the terms hereof, the
Company  agrees  to  issue  to  the  Optionee,  Transferee,  or  the  Optionee's
administrators,  executors or personal  representatives,  stock certificates for
the number of shares  specified  in such  notice  registered  in the name of the
person  exercising  the Option.  The Company may establish  rules  regarding the
types of shares the  Optionee  may  transfer  in payment of the Option  Price in
order to avoid adverse accounting treatment.

6.  Adjustment  in Shares  Subject to the Option.  The Company,  in its sole and
absolute  discretion,  may make appropriate  adjustments in the number of shares
subject to this  Option or the Option  Price in order to give  effect to changes
made  in  the  number  of  outstanding   shares  as  the  result  of  a  merger,
consolidation, recapitalization,  reclassification, combination, stock dividend,
stock split or other relevant change. The Company shall not be obligated to make
any such adjustments,  and its  determination  shall be final and binding on all
parties hereto.

7. Termination of Employment.

     (a) In the event of the  termination of the Optionee's  employment with the
     Company or any of its Subsidiaries, other than a termination that is either
     (i) by Company for Cause or by Optionee without Good Reason, (ii) voluntary
     on the part of the Optionee and without Good Reason or the written  consent
     of the Company,  or (iii) for reasons of death or disability or retirement,
     the  Options  granted  hereunder  will  be  vested  and be  exercisable  in
     accordance with the provisions of the Employment Agreement between Optionee
     and Company.  "Cause" and "Good Reason" shall be defined as those terms are
     defined in Optionee's  Employment  Agreement.  Such determination  shall be
     made by the Board of  Directors  or a Committee  established  by such Board
     based on information presented by the Company and the Optionee and shall be
     final and binding on all parties hereto.

     (b) In the event of a  termination  of the  Optionee's  employment  that is
     either (i) for Cause,  or (ii)  voluntary  on the part of the  Optionee and
     without the written consent of the Company,  this Option, to the extent not
     previously exercised,  shall terminate immediately and shall not thereafter
     be or  become  exercisable.

     (c) In the event of the retirement of the Optionee at the normal retirement
     date as prescribed from time to time by the Company or any subsidiary,  the
     Optionee  shall  continue  to have the right to  exercise  any  options for
     shares  which were  purchasable  on the date of the  Optionee's  retirement
     (provided  that,  on the  date  which  is three  months  after  the date of
     retirement,  the Options will become void and  unexercisable  unless on the
     date of retirement the Optionee enters into a noncompetition agreement with
     the Company and  continues to comply with such  noncompetition  agreement).
     This  Option does not confer upon the  Optionee  any right with  respect to
     continuance of employment by the Company or any of its  Subsidiaries.  This
     option  shall not be  affected by any change of  employment  so long as the
     Optionee remains employed with the Company or one of its Subsidiaries.

8. Disabled Optionee. In the event of a termination of employment because of the
Optionee's  disability,  the  Optionee  (or  his  personal  representative)  may
exercise  this  Option in  accordance  with the terms of  Optionee's  Employment
Agreement.

9. Death of Optionee. In the event of the Optionee's death while employed by the
Company or any of its Subsidiaries or within three months after a termination of
employment  (unless such termination was (i) for Cause, or (ii) voluntary on the
part of the  Optionee  and without  Good  Reason or the  written  consent of the
Company),  the appropriate  persons described in Section 5 hereof or the persons
to whom all or a  portion  of this  Option is  transferred  in  accordance  with
Section 4 hereof may exercise  this Option at any time within a period ending on
the earlier of (a) the last day of the six month period following the Optionee's
death or (b) the expiration date of this Option.

10.  Rights as  Shareholder  or  Employee.  This  Option  shall not  entitle the
Optionee  or  Transferee  to any rights as a  shareholder  of the  Company  with
respect  to any  shares  subject  to this  Option  until  such  Option  has been
exercised and any such shares issued.

11.  Withholding.  The  Company  reserves  the  right to make any  necessary  or
appropriate arrangements to comply with all applicable withholding requirements.
The Company shall have no obligation  to deliver a  certificate  evidencing  the
shares  purchased  upon  exercise  of the Option  unless  and until  withholding
arrangements  satisfactory  to the Company are made.  Failure to comply with the
required  withholding  arrangements  shall result in  forfeiture of any benefits
hereunder.

12.  Compliance  with Regulatory  Matters.  The Optionee  acknowledges  that the
issuance of capital  stock of the Company is subject to  limitations  imposed by
federal and state law and the Optionee  hereby agrees that the Company shall not
be  obligated  to issue any shares of Stock upon  exercise  of this  Option that
would cause the Company to violate any law or rule, regulation, order or consent
decree of any regulatory  authority (including without limitation the Securities
and Exchange  Commission)  having  jurisdiction over the affairs of the Company.
The Optionee agrees that he will provide the Company with such information as is
reasonably  requested  by the  Company or its counsel to  determine  whether the
issuance of the Stock complies with the provisions described by this Section 12.

13. Entire  Agreement.  This Agreement  constitutes the entire Agreement between
the Optionee and the Company with respect to the Options granted hereunder.

14. Miscellaneous.

     (a) This  Agreement  shall be  binding  upon the  parties  hereto and their
     representatives, successors and assigns.

     (b) This  Agreement is executed and delivered in, and shall be governed by,
     the laws of the State of Florida.

     (c) Any requests or notices to be given  hereunder  shall be deemed  given,
     and any elections or exercises to be made or  accomplished  shall be deemed
     made or  accomplished,  upon  actual  delivery  thereof  to the  designated
     recipient,  or three days after deposit  thereof in the United States mail,
     registered,  return receipt requested and postage prepaid, addressed to the
     Optionee,  at the address set forth  below and, as to the  Company,  to the
     executive offices of the Company at One Independent Drive, Jacksonville, FL
     32202.

     (d) This Agreement may not be modified  except in writing  executed by each
     of the parties hereto.

     IN WITNESS  WHEREOF,  the Board of Directors of the Company has caused this
Stock  Option  Agreement to be executed on behalf of the Company and the Company
seal to be affixed  hereto and attested  to, and the Optionee has executed  this
Stock Option  Agreement  under seal,  to be made  effective  September 25, 2001.

Modis Professional Services, Inc.           Optionee

By:    /s/ T. Wayne Davis                   By:      /s/ Timothy D. Payne
Name:  T. Wayne Davis                       Name:    Timothy D. Payne
Title: Chairman,                            Address: 1163 Salt Marsh Circle
       Compensation Committee                        Ponte Vedra Beach, FL 32082



Date:  03-13-02                              Date:    03-11-02

<PAGE>



SCHEDULE A

                               NOTICE OF EXERCISE




The  undersigned  hereby  notifies  Modis  Professional   Services,   Inc.  (the
"Company")  of this  election  to exercise  the  undersigned's  stock  option to
purchase ________ shares of the Company's common stock, par value $.01 per share
(the "Common Stock"),  pursuant to the Stock Option Agreement (the  "Agreement")
between the undersigned  and the Company dated September 25, 2001.  Accompanying
this Notice is (1) a certified or cashier's  check in the amount  payable to the
Company,  and/or (2) ______ shares of the Company's Common Stock presently owned
by the  undersigned  and duly endorsed or accompanied by stock transfer  powers,
having an aggregate Fair Market Value as of the date hereof of $__________, such
amounts being equal, in the aggregate, to the purchase price per share set forth
in the Agreement multiplied by the number of shares being purchased hereby.

     IN WITNESS WHEREOF, the undersigned has set his hand and seal, this date of
---------------, -------.

                                             OPTIONEE (OR TRANSFEREE,
                                             OPTIONEE'S ADMINISTRATOR,
                                             EXECUTOR OR PERSONAL
                                             REPRESENTATIVE)




                                             ----------------------------------
                                             Name:
                                             Position (if other than Optionee):