NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT


This  Agreement,  dated  as of  [DATE],  implements  the  automatic  grant  of a
nonqualified  stock  option  pursuant to the terms and  conditions  of the Modis
Professional Services,  Inc. Non-Employee Director Stock Plan ("Plan") to [NAME]
("Optionee")  upon his re-election to the Board of Directors  ("Board") of Modis
Professional Services, Inc. ("Modis").  Terms defined in the Plan shall have the
same meaning  herein as in the Plan.  Accordingly,  the Company and the Optionee
agree as follows:

     1. Grant of Option and Purchase  Price.  The Company grants to the Optionee
an Option to purchase Shares at a price of [$00.00] per share ("Option  Price").
The Effective Date of Grant is [DATE].

     2. Expiration of the Option.  This Option shall expire  ("Expiration Date")
on the  earlier  of (i) ten  years  after  the  Effective  Date of  Grant;  (ii)
immediately  upon  Optionee's  ceasing to be a Director  of the  Company if that
event  occurs  within  one  (1)  year  after  Optionee's   initial  election  or
appointment  to the Board,  and if Optionee  ceases to be a Director one year or
more after Optionee's  initial  election or appointment to the Board,  then this
Option shall  expire only as to Options  which have not then vested and Optionee
shall have three (3) years  thereafter  to exercise  vested  Options which shall
expire on the expiration of that three (3) years;  (iii) the date this Option is
fully  exercised;  or (iv) the date mutually  agreed to by the Committee and the
Optionee.

     3. Exercise of Option.  (a) Subject to any other  conditions  herein and in
the Plan,  this Option shall vest in  accordance  with the  following  schedule:
thirty three and one-third percent (33-1/3%) of the Options granted herein shall
vest on each of the  first  three (3)  anniversaries  of the  Effective  Date of
Grant.  The Optionee's  vested  percentage of the total grant hereunder shall be
fixed as of the date the  Optionee is no longer a Director of the  Company,  and
shall not  increase  during the  additional  period,  if any,  during which this
Option may be exercised  under Section 2 hereof.  Vested portions of this Option
may be exercised at any time, in whole or in part,  before the Expiration  Date.
(b) This Option may be exercised by mailing or delivering to Modis  Professional
Services,   Inc.,   Attention:   Corporate   Secretary,   1  Independent  Drive,
Jacksonville,  Florida 32202-5060,  (i) a written signed notice of such exercise
which  specifies  the  Effective  Date of Grant of this Option and the number of
Shares being purchase and (ii) payment for such Shares by check (which clears in
due course) payable to Modis Professional Services,  Inc. and/or by surrender of
Shares  previously owned by the Optionee valued at the Fair Market Value thereof
on the date  received by the Company.  The Option shall be deemed  exercised and
the Shares purchased  thereby shall be deemed issued as of the date such payment
is received by the Company.

     4.  Non-transferability of Option. This Option shall not be transferable by
the Optionee other than by will or the laws of descent and the  distribution and
shall be exercisable during the Optionee's lifetime only by the Optionee.

     5. Death of Optionee.  In the event of termination  of the Director's  term
because of the Optionee's death, the Optionee's  administrators,  executors,  or
personal  representatives may nonetheless exercise this Option at any time prior
to the option expiration date set forth in paragraph 6 of Schedule A.

     6. Adjustment in Shares Subject to the Option.  The Committee,  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 a result  of a merger,
consolidation, recapitalization,  reclassification, combination, stock dividend,
stock split, or other relevant  change.  The Committee shall not be obligated to
make any such  adjustments and its  determination  shall be final and binding on
all parties hereto.

     7. Rights as Shareholder or Employee. (a) This Option shall not entitle the
Optionee  to any rights as a  shareholder  of the  Company  with  respect to any
Shares  subject to this Option until it his been  exercised  and any such Shares
issued. (b) This Option does not confer upon the Optionee any right with respect
to continuation  of engagement as a Director of the Company,  nor does it in any
way  interfere  with  or  affect   Optionee's  right,  the  Company's  right  to
shareholder's rights to termination of such engagement at any time.

     8. Entire  Agreement.  This Agreement,  together with the provisions of the
Plan  (which  are  incorporated  herein by  reference),  constitutes  the entire
Agreement  between  the  Optionee  and the  Company  with  respect to the Option
granted hereunder.

     9. Withholding.  The Committee will make whatever  arrangements the Company
deems  necessary  or  appropriate  to  comply  with all  applicable  withholding
requirements.  The Committee and 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 arc made. The
Optionee's  failure to comply with the required  withholding  arrangements shall
result in forfeiture of any benefits hereunder.

     10.  Applicable  Law. The Plan and this Agreement  shall be governed by the
laws of the State of Florida.

MODIS PROFESSIONAL SERVICES, INC.



By:
      Derek E. Dewan
      Chairman, President & CEO




Optionee

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