ARTICLE I

PURPOSE AND EFFECTIVE DATE

The  purpose  of  the  Modis  Professional  Services,  Inc.  Executive  Deferred
Compensation Plan ('Plan') is to aid Modis Professional  Services,  Inc. and its
subsidiaries in retaining and attracting  executive  employees by providing them
with tax deferred  savings  opportunities.  The Plan  provides a select group of
management  and highly  compensated  employees  within the  meaning of  Sections
201(2),  301(a)(3) and 401(a)(1) of the Employee  Retirement Income Security Act
of 1974,  as  amended  (ERISA) of Modis  Professional  Services,  Inc.  with the
opportunity to elect to defer receipt of specified portions of compensation, and
to have these deferred amounts treated as if invested in specified  hypothetical
investment  benchmarks.  The Plan shall be effective for deferral elections made
hereunder on or after November 1, 2001.

ARTICLE II

DEFINITIONS

For the purposes of this Plan,  the  following  words and phrases shall have the
meanings indicated, unless the context clearly indicates otherwise:

Section 2.01

     Administrative  Committee.  "Administrative  Committee" means the committee
     appointed by the Committee pursuant to Article III.

Section 2.02

     Base Salary. "Base Salary" means the base rate of cash compensation paid by
     the Company to or for the benefit of a Participant for services rendered or
     labor performed while a Participant, including base pay a Participant could
     have received in cash in lieu of (A) deferrals pursuant to Section 4.02 and
     (B)  contributions  made on his behalf to any qualified plan  maintained by
     the Company or to any  cafeteria  plan under  Section  125 of the  Internal
     Revenue Code maintained by the Company.

Section 2.03

     Base  Salary  Deferral.  "Base  Salary  Deferral"  means  the  amount  of a
     Participant's  Base Salary which the Participant elects to have withheld on
     a pre-tax  basis from his Base Salary and credited to his Deferral  Account
     pursuant to Section 4.02.

Section 2.04

     Beneficiary.  "Beneficiary" means the person,  persons or entity designated
     by the Participant to receive any benefits  payable under the Plan pursuant
     to Article IX.

Section 2.05

     Board. "Board" means the Board of Directors of Modis Professional Services,
     Inc.

Section 2.06

     Bonus  Compensation.  "Bonus  Compensation"  means the amount  awarded to a
     Participant  under any  incentive  plan  designated  by the  Administrative
     Committee as eligible for Bonus Deferral.

Section 2.07

     Bonus Deferral.  "Bonus Deferral" means the amount of a Participant's Bonus
     Compensation  which the  Participant  elects to have  withheld on a pre-tax
     basis from his Bonus  Compensation  and credited to his account pursuant to
     Section 4.02.

Section 2.08

     Change of Control.  For purposes of this Plan, a "Change of Control"  shall
     be deemed to have  occurred  if:  (i) there is an  acquisition,  in any one
     transaction or a series of transactions, other than from Modis Professional
     Services,  Inc., by any individual,  entity or group (within the meaning of
     Section  13(d)(3) or 14(d)(2) of the  Securities  Exchange Act of 1934,  as
     amended (the "Exchange Act")), of beneficial  ownership (within the meaning
     of Rule  13(d)(3)  promulgated  under the  Exchange  Act) of 35% or more of
     either the then  outstanding  shares of Common Stock or the combined voting
     power of the  then  outstanding  voting  securities  of Modis  Professional
     Services, Inc. entitled to vote generally in the election of directors, but
     excluding,  for this purpose,  any such  acquisition by Modis  Professional
     Services, Inc. or any of its subsidiaries, or any employee benefit plan (or
     related trust) of Modis Professional Services, Inc. or its subsidiaries, or
     any corporation  with respect to which,  following such  acquisition,  more
     than 50% of the then outstanding shares of common stock of such corporation
     and the combined voting power of the then outstanding  voting securities of
     such corporation entitled to vote generally in the election of directors is
     then  beneficially  owned,  directly or indirectly,  by the individuals and
     entities who were the beneficial owners, respectively,  of the common stock
     and voting  securities of Modis  Professional  Services,  Inc.  immediately
     prior to such  acquisition in  substantially  the same  proportion as their
     ownership,  immediately prior to such acquisition,  of the then outstanding
     shares of Common Stock or the combined voting power of the then outstanding
     voting  securities of Modis  Professional  Services,  Inc. entitled to vote
     generally in the election of directors, as the case may be; or

     (ii) individuals  who, as of November 1, 2001,  constitute the Board (as of
     such date,  the  "Incumbent  Board")  cease for any reason to constitute at
     least a majority  of the Board,  provided  that any  individual  becoming a
     director subsequent to November 1, 2001, whose election,  or nomination for
     election by Modis Professional Services, Inc.'s shareholders,  was approved
     by a vote of at least a  majority  of the  directors  then  comprising  the
     Incumbent Board shall be considered as though such individual were a member
     of  the  Incumbent  Board,  but  excluding,  for  this  purpose,  any  such
     individual  whose initial  assumption  of office is in  connection  with an
     actual or  threatened  election  contest  relating  to the  election of the
     directors of Modis Professional  Services,  Inc. (as such terms are used in
     Rule 14(a)(11) or Regulation 14A promulgated under the Exchange Act); or

     (iii) there occurs either (A) the consummation of a reorganization,  merger
     or  consolidation,  in each case, with respect to which the individuals and
     entities who were the respective  beneficial owners of the common stock and
     voting securities of Modis Professional Services, Inc. immediately prior to
     such  reorganization,  merger  or  consolidation  do  not,  following  such
     reorganization,  merger or  consolidation,  beneficially  own,  directly or
     indirectly, more than 50% of, respectively,  the then outstanding shares of
     common stock and the combined voting power of the then  outstanding  voting
     securities entitled to vote generally in the election of directors,  as the
     case may be, of the corporation resulting from such reorganization,  merger
     or  consolidation,  or  (B)  an  approval  by  the  shareholders  of  Modis
     Professional  Services,  Inc. of a complete  liquidation  of dissolution of
     Modis  Professional  Services,  Inc. or of the sale or other disposition of
     all of the assets of Modis Professional Services, Inc.

Section 2.09

     Code.  "Code"  shall mean the Internal  Revenue  Code of 1986,  as amended.
     References to any provision of the Code or regulation (including a proposed
     regulation)   thereunder   shall  include  any   successor   provisions  or
     regulations.

Section 2.10

     Commission   Deferral.   "Commission   Deferral"  means  the  amount  of  a
     Participant's  commission  earnings  which the  participant  elects to have
     withheld on a pre-tax  basis from his  commission  earnings and credited to
     his Deferral Account pursuant to Section 4.02.

Section 2.11

     Committee. "Committee" means the compensation committee of the Board.

Section 2.12

     Common Stock.  "Common Stock" means the common stock of Modis  Professional
     Services, Inc.

Section 2.13

     Company.   "Company"  means  Modis  Professional  Services,  Inc.  and  any
     subsidiary  or  affiliated  organizations  authorized  by the  Board or the
     Committee to participate in the Plan.

Section 2.14

     Consideration Shares.  "Consideration  Shares" means shares of Common Stock
     owned by a Participant for six months or longer.

Section 2.15

     Deferral Account.  "Deferral  Account" means the account  maintained on the
     books of the  Administrative  Committee  for each  Participant  pursuant to
     Article VII, including Gain Share Accounts.

Section 2.16

     Deferral Period. "Deferral Period" is defined in Section 4.02.

Section 2.17

     Deferred Amount. "Deferred Amount" is defined in Section 4.02.

Section 2.18

     Designee.  "Designee"  shall  mean the  Company's  senior  human  resources
     officers or other  individuals  to whom the  Committee  has  delegated  the
     authority to take action under the Plan. Wherever Administrative  Committee
     or the  Committee  is  referenced  in the Plan,  it shall be deemed to also
     refer to Designee.

Section 2.19

     Disability.  "Disability"  means  eligibility for disability  benefits,  as
     determined  by  the  Administrative  Committee,  under  the  terms  of  any
     Disability Plan maintained by the Company.

Section 2.20

     Eligible  Compensation.  "Eligible  Compensation" means Base Salary,  Bonus
     Compensation and/or Commissions.

Section 2.21

     ERISA.  "ERISA" means the Employee  Retirement Income Security Act of 1974,
     as amended.  Section 2.22 Fair Market Value. "Fair Market Value" of a share
     of Common Stock means the closing price of the Modis Professional Services,
     Inc.'s  Common Stock on the New York Stock  Exchange on the most recent day
     on which the Common Stock was so traded that  precedes the date as of which
     the Fair Market Value is to be  determined.  The  definition of Fair Market
     Value in this Section shall be exclusively  used to determine the values of
     a Participant's  interest in the Modis  Professional  Services,  Inc. Stock
     Fund (defined in Section 7.02(b)) for all relevant purposes under the Plan.

Section 2.23

     Form of  Payment.  "Form of  Payment"  means  payment in one lump sum or in
     substantially equal annual installments of 5, 10, or 15 years.

Section 2.24

     Gain Share Account.  "Gain Share  Account" means the account  maintained on
     the books by the Administrative Committee for the Participant of the number
     of Phantom  Share Units related to Gain Shares,  adjusted for  hypothetical
     gains,  earnings dividends,  losses,  distributions,  withdrawals and other
     similar activities.

3Section 2.25

     Gain Shares.  "Gain  Shares" means the shares of Common Stock so determined
     under Section 5.05 as resulting from the exercise of any Option pursuant to
     Article V.

Section 2.26

     Hardship Withdrawal.  "Hardship  Withdrawal" means the early payment of all
     or  part  of the  balance  in a  Deferral  Account(s)  in the  event  of an
     Unforeseeable Emergency.

Section 2.27

     Hypothetical  Investment  Benchmark.  "Hypothetical  Investment  Benchmark"
     shall mean the phantom investment  benchmarks which are used to measure the
     return credited to a Participant's Deferral Account.

Section 2.28

     Matching Contribution.  "Matching  Contribution" means the amount of annual
     matching contribution that the Company may make to the Plan.

Section 2.29

     Option.  "Option" means a nonqualified  stock option to purchase  shares of
     Common Stock.

Section 2.30

     Participant. "Participant" means any individual who is eligible or makes an
     election  to  participate  in this Plan and who  elects to  participate  by
     filing a Participation Agreement as provided in Article IV.

Section 2.31

     Participation Agreement. "Participation Agreement" means an agreement filed
     by a Participant in accordance with Article IV.

Section 2.32

     Phantom Share Units. "Phantom Share Units" means units of deemed investment
     in shares of Modis Professional  Services,  Inc. Common Stock so determined
     under Sections 5.06 & 7.02 (b).

Section 2.33

     Plan Year. "Plan Year" means a twelve-month  period beginning January 1 and
     ending  December  31,  except for the first Plan Year which  shall mean the
     one-month period beginning December 1, 2001, and ending December 31, 2001.

Section 2.34

     Prior Plan Transfer Account. "Prior PlanTransfer Account" means the account
     balance transferred from any prior deferred compensation plan maintained by
     the Company and credited to a Participant's  Deferral  Account  pursuant to
     Section 6.03.

Section 2.35

     Retirement.  "Retirement"  means the later of (i) termination of employment
     with the Company at the Participant's election or (ii) cessation of service
     on the Company's Board of Directors at the  Participant's  election,  after
     the  Participant's  65th birthday,  or after attaining age 55 with at least
     ten years of service (in accordance with the method of determining years of
     service adopted by the Company).

Section 2.36

     Stock  Option  Gain  Deferral   Agreement.   "Stock  Option  Gain  Deferral
     Agreement"  means an agreement  filed by a participant  in accordance  with
     Article V to defer receipt of Gain Shares from the exercise of an Option.

Section 2.37

     Termination of Employment.  "Termination of Employment" means the cessation
     of a Participant's  services as a full-time employee of the Company for any
     reason  other  than  Retirement,   as  determined  by  the   Administrative
     Committee.

Section 2.38

     Unforeseeable Emergency.  "Unforeseeable  Emergency" means severe financial
     hardship to the Participant  resulting from a sudden and unexpected illness
     or accident of the Participant or a dependent of the  Participant,  loss of
     the Participant's  property due to casualty, or other similar extraordinary
     and  unforeseeable  circumstances  arising as a result of events beyond the
     control of the Participant.

Section 2.39

     Valuation Date.  "Valuation Date" means the last day of each calendar month
     or such other date as the  Administrative  Committee in its sole discretion
     may determine.

ARTICLE III

ADMINISTRATION

Section 3.01

     Committee  and  Administrative   Committee  Duties.   This  Plan  shall  be
     administered  by the Committee.  A majority of the members of the Committee
     shall constitute a quorum for the transaction of business.  All resolutions
     or other action taken by the Committee  shall be by a vote of a majority of
     its members present at any meeting or, without a meeting,  by an instrument
     in  writing  signed  by all  its  members.  Members  of the  Committee  may
     participate  in a  meeting  of such  committee  by  means  of a  conference
     telephone  or similar  communications  equipment  that  enables all persons
     participating in the meeting to hear each other, and such  participation in
     a meeting shall constitute  presence in person at the meeting and waiver of
     notice of such meeting.

     The Committee shall be responsible for the  administration of this Plan and
     shall  have  all  powers  necessary  to  administer  this  Plan,  including
     discretionary authority to determine eligibility for benefits and to decide
     claims  under the terms of this Plan,  except to the  extent  that any such
     powers  are  vested  in any  other  person  administering  this Plan by the
     Committee.  The  Committee  may from time to time  establish  rules for the
     administration  of this  Plan,  and it shall  have the  exclusive  right to
     interpret  this Plan and to decide any matters  arising in connection  with
     the administration  and operation of this Plan. All rules,  interpretations
     and  decisions  of the  Committee  shall be  conclusive  and binding on the
     Company, Participants and Beneficiaries.

     The Committee has delegated to the Administrative  Committee responsibility
     for performing certain  administrative and ministerial functions under this
     Plan. The Administrative  Committee shall be responsible for the day-to-day
     operation  of the Plan and shall  have such  authority  as is  required  to
     perform  its  responsibilities  except  to the  extent  such  authority  or
     responsibility  is reserved to the Committee  under this Plan or otherwise.
     The  Committee  shall have  discretion  to delegate  to the  Administrative
     Committee such additional  duties as it may determine.  The  Administrative
     Committee may designate one of its members as a chairperson  and may retain
     and supervise outside providers, third party administrators, record keepers
     and professionals  (including in-house professionals) to perform any or all
     of the duties delegated to it hereunder.

     Neither  the  Committee  nor a member of the  Board  nor any  member of the
     Administrative  Committee shall be liable for any act or action  hereunder,
     whether of omission or  commission,  by any other  member or employee or by
     any agent to whom duties in connection with the administration of this Plan
     have  been  delegated  or for  anything  done  or  omitted  to be  done  in
     connection with this Plan. The Committee and the  Administrative  Committee
     shall  keep  records  of  all  of  their  respective  proceedings  and  the
     Administrative  Committee  shall  keep  records  of all  payments  made  to
     Participants or Beneficiaries and payments made for expenses or otherwise.

     The Company shall, to the fullest extent  permitted by law,  indemnify each
     director,  officer  or  employee  of  the  Company  (including  the  heirs,
     executors,  administrators  and  other  personal  representatives  of  such
     person), each member of the Committee and Administrative  Committee against
     expenses (including  attorneys' fees),  judgments,  fines,  amounts paid in
     settlement,  actually and reasonably  incurred by such person in connection
     with any threatened,  pending or actual suit, action or proceeding (whether
     civil, criminal, administrative or investigative in nature or otherwise) in
     which such  person may be  involved by reason of the fact that he or she is
     or was serving this Plan in any capacity at the request of the Company, the
     Committee or Administrative Committee.

     Any expense  incurred by the Company,  the Committee or the  Administrative
     Committee  relative to the administration of this Plan shall be paid by the
     Company  and/or  may  be  deducted  from  the  Deferral   Accounts  of  the
     Participants as determined by the Committee.

Section 3.02

     Claim  Procedure.  If a Participant or Beneficiary  makes a written request
     alleging a right to receive payments under this Plan or alleging a right to
     receive an adjustment in benefits being paid under this Plan,  such actions
     shall be treated as a claim for  benefits.  All claims for  benefits  under
     this  Plan  shall  be  sent  to  the  Administrative   Committee.   If  the
     Administrative  Committee  determines that any individual who has claimed a
     right to receive benefits,  or different  benefits,  under this Plan is not
     entitled  to  receive  all  or  any  part  of  the  benefits  claimed,  the
     Administrative  Committee  shall  inform  the  claimant  in writing of such
     determination and the reasons therefor in terms calculated to be understood
     by the  claimant.  The  notice  shall be sent  within  90 days of the claim
     unless the  Administrative  Committee  determines that additional time, not
     exceeding 90 days,  is needed and so notifies the  Participant.  The notice
     shall make specific reference to the pertinent Plan provisions on which the
     denial is based, and shall describe any additional  material or information
     that is necessary.  Such notice shall, in addition,  inform the claimant of
     the  procedure  that the claimant  should  follow to take  advantage of the
     review  procedures  set forth  below in the event the  claimant  desires to
     contest the denial of the claim. The claimant may within 90 days thereafter
     submit  in  writing  to the  Administrative  Committee  a  notice  that the
     claimant  contests  the  denial of his or her  claim and  desires a further
     review by the  Committee.  The  Committee  shall within 60 days  thereafter
     review the claim and authorize the claimant to review  pertinent  documents
     and submit issues and comments relating to the claim to the Committee.  The
     Committee  will  render a final  decision  on  behalf of the  Company  with
     specific  reasons  therefor in writing and will transmit it to the claimant
     within 60 days of the written request for review, unless the Chairperson of
     the Committee  determines that  additional  time, not exceeding 60 days, is
     needed, and so notifies the Participant.  If the  Administrative  Committee
     fails to respond to a claim filed in accordance  with the foregoing  within
     60 days or any such  extended  period,  the Company shall be deemed to have
     denied the claim.

ARTICLE IV

PARTICIPATION

Section 4.01

     Participation. Participation in the Plan shall be limited to a select group
     of  management  and  highly   compensated   employees  who  (i)  meet  such
     eligibility  criteria as the Committee  shall  establish from time to time,
     and (ii)  elect  to  participate  in this  Plan by  filing a  Participation
     Agreement or Stock Option Gain Deferral  Agreement with the  Administrative
     Committee,  or (iii)  an  individual  whose  account  has been  transferred
     pursuant to Section 6.03. A Participation  Agreement must be filed prior to
     the  December  31st  immediately  preceding  the Plan  Year for which it is
     effective.  The  Administrative  Committee  shall  have the  discretion  to
     establish   special   deadlines   regarding  the  filing  of  Participation
     Agreements and Stock Option Gain Deferral Agreements for Participants.

Section 4.02

     Contents  of  Participation  Agreement.   Subject  to  Article  VIII,  each
     Participation  Agreement  shall  set  forth:  (i) the  amount  of  Eligible
     Compensation  for  the  Plan  Year  or  performance  period  to  which  the
     Participation  Agreement relates that is to be deferred under the Plan (the
     "Deferred  Amount"),  expressed as a percentage  of the Base Salary,  Bonus
     Compensation  and Commissions  for such Plan Year or  6performance  period;
     provided, that the minimum Deferred Amount for any Plan Year or performance
     period shall not be less than $2,000;  (ii) the period after which  payment
     of the  Deferred  Amount is to be made or begin to be made  (the  "Deferral
     Period"),  which shall be the  earlier of (A) a number of full  years,  not
     less than three,  and (B) the period  ending upon the  Retirement  or prior
     termination of employment of the  Participant,  and (iii) the form in which
     payments are to be made, which may be a lump sum or in substantially  equal
     annual installments of 5, 10, or 15 years.

Section 4.03

     Modification  or Revocation of Election by  Participant.  A Participant may
     not change  the amount of his  Deferrals  during a Plan  Year.  However,  a
     Participant may discontinue a Base Salary Deferral  election at any time by
     filing,  on such forms and subject to such  limitations and restrictions as
     the  Administrative  Committee may prescribe in its  discretion,  a revised
     Participation  Agreement with the Administrative  Committee. If approved by
     the  Administrative  Committee,  revocation  shall  take  effect as soon as
     practicably possible. If a Participant  discontinues a Base Salary Deferral
     election during a Plan Year, he will not be permitted to elect to make Base
     Salary Deferrals again until the next Plan Year. In addition,  the Deferral
     Period may be extended if an amended Participation  Agreement is filed with
     the  Administrative  Committee at least one full  calendar  year before the
     Deferral Period (as in effect before such amendment) ends;  provided,  that
     only one such  amendment  may be filed with  respect to each  Participation
     Agreement.  Under  no  circumstances  may  a  Participant's   Participation
     Agreement be made,  modified or revoked  retroactively,  nor may a deferral
     period be shortened or reduced.

ARTICLE V

STOCK OPTION GAIN DEFERRALS

Section 5.01

     Subject to  provisions of this Article V,  Participants  may elect to defer
     receipt and distribution of the gain related to the exercise of Options and
     resulting Gain Shares until the end of an elected Deferral Period by filing
     a Stock Option Gain Deferral Agreement with the  Administrative  Committee.
     The stock  option  gain  deferral  features of the Plan are  effective  for
     deferral elections made on or after November 1, 2001.

Section 5.02

     Timing of Filing Stock Option Gain Deferral Agreement.  A Stock Option Gain
     Deferral  Agreement  must be filed at least six months prior to the date of
     exercise  and  prior  to the  calendar  year in  which  occurs  the date of
     exercise.

Section 5.03

     Contents of Stock Option Gain  Deferral  Agreement.  Each Stock Option Gain
     Deferral  Agreement  shall set forth:  (i) the number of Options subject to
     deferral, (ii) the date of grant of the Options; (iii) the Deferral Period,
     which is not to be less than three years; (iv) any other item determined to
     be appropriate by the Administrative  Committee. A Participant may elect to
     defer gain on 25%,  50%,  75% or 100% of the Options  exercised  on any one
     date of exercise.

Section 5.04

     Manner of Exercising  Option Shares.  A Participant who desires to exercise
     an Option and to defer current receipt and distribution of the related Gain
     Shares must follow the procedures and  requirements  that are applicable to
     the Option under the Modis Professional  Services,  Inc. Option Stock Plan,
     including the  procedures and  requirements  relating to the exercise of an
     Option;  provided,  however,  that in the case of a deferral of Gain Shares
     under  this  Plan,  the  Participant  shall  only be  permitted  to  tender
     Consideration  Shares to pay the entire  exercise price for any such Option
     exercised.  Notwithstanding the foregoing, the Administrative Committee may
     in its discretion accept the Participant's  attestation that he or she owns
     the number of  Consideration  Shares necessary to effectuate the stock swap
     contemplated hereunder.

Section 5.05

     Determination of Gain Shares.  Upon exercise of an Option,  the Gain Shares
     from  which  the  Participant  has  elected  to  defer  hereunder  shall be
     determined as follows:  (i) the aggregate  exercise price for all exercised
     Option  shares  subject to the  Participant's  Stock  Option Gain  Deferral
     Agreement  shall be  determined;  (ii) the number of  Consideration  Shares
     needed  to  pay  the  exercise  price  for  such  Option  shares  shall  be
     determined;  (iii) the  difference  between the number of exercised  Option
     shares subject to the  Participant's  Stock Option Gain Deferral  Agreement
     and the number of  Consideration  Shares shall be the number of Gain Shares
     resulting  from such exercise  less any  applicable  withholdings  that are
     satisfied  in the form of Common  Stock.  Any  fractional  Gain  Share that
     results from the computations  hereunder shall be rounded up to the nearest
     whole number.

Section 5.06

     Conversion  of Gain  Shares  to  Phantom  Share  Units.  As of the  date of
     exercise, Gain Shares shall be converted to Phantom Share Units by dividing
     the amount of the aggregate  Fair Market Value of the Gain Shares as of the
     date of exercise by the Fair Market  Value of one share of Common  Stock as
     of the date of exercise.  The resulting number of Phantom Share Units shall
     be credited to the  Participant's  Gain Share Account.  A Participant shall
     always be 100%  vested in his or her Gain  Share  Account.  Any  fractional
     Phantom Share Unit that results from the  computations  hereunder  shall be
     rounded up to the nearest whole number.

Section 5.07

     Changes to the Stock Option Gain  Deferral  Agreement.  A Stock Option Gain
     Deferral  Agreement may not be amended or revoked after the day on which it
     is filed with the Administrative Committee, except that the Deferral Period
     may be extended if an amended Stock Option Gain Deferral Agreement is filed
     with the  Administrative  Committee at least one full  calendar year before
     the Deferral  Period (as in effect before such  amendment)  ends,  provided
     that only one such amendment may be filed with respect to each Stock Option
     Gain Agreement.  Under no  circumstances  may a Participant's  Stock Option
     Gain Deferral Agreement be made, modified or revoked retroactively, nor may
     a deferral period be shortened or reduced.

Section 5.08

     Failure to Properly Exercise. If a Participant makes a valid election under
     this  Article V to defer Gain  Shares and if the Option  expires  without a
     proper  exercise  of the Option by the  Participant  or if the  Participant
     fails to  properly  tender  or  attest  to the  Consideration  Shares  upon
     exercise of the option,  the  Participant  shall forfeit any opportunity to
     defer gain with respect to such Option.

Section 5.09

     Deliver of Gain Shares. The Gain Shares may be physically  delivered to the
     rabbi trustee or delivered to such other entity as may be designated by the
     Committee for safe keeping of such shares.

ARTICLE VI

DEFERRED COMPENSATION

Section 6.01

     Elective Deferred  Compensation.  The Deferred Amount of a Participant with
     respect to each Plan Year of participation in the Plan shall be credited by
     the Administrative  Committee to the Participant's  Deferral Account as and
     when  such  Deferred   Amount  would   otherwise  have  been  paid  to  the
     Participant.  To the extent that the  Company is  required to withhold  any
     taxes or other  amounts  from the  Deferred  Amount  pursuant to any state,
     Federal,  local or foreign law,  such  amounts  shall be taken out of other
     compensation  eligible to be paid to the  Participant  that is not deferred
     under this Plan.

Section 6.02

     Vesting  of  Deferral  Account.  Except as  provided  in  Section  8.02,  a
     Participant shall be 100% vested in his/her Deferral Account at all times.

Section 6.03

     Prior Plan Allocation.  As of the Effective Date,  amounts allocated to the
     account of each  participant  under any prior  deferred  compensation  plan
     maintained  by the  Company  shall  be  transferred  and  allocated  to the
     Participant's  Account  established  under this Plan; per elections made by
     the Participant on the Prior Plan Transfer Agreement.

ARTICLE VII

MAINTENANCE AND INVESTMENT OF ACCOUNTS

Section 7.01

     Maintenance of Accounts. Separate Deferral Accounts shall be maintained for
     each  Participant.  More than one Deferral  Account may be maintained for a
     Participant  as  necessary to reflect (a) various  Hypothetical  Investment
     Benchmarks  and/or  (b)  separate   Participation   Agreements   specifying
     different  Deferral  Periods  and/or  Forms  of  Payment.  A  Participant's
     Deferral   Account(s)  shall  be  utilized  solely  as  a  device  for  the
     measurement and  determination of the amounts to be paid to the Participant
     pursuant to this Plan,  and shall not  constitute  or be treated as a trust
     fund of any kind. The Administrative  Committee shall determine the balance
     of each  Deferral  Account,  as of each  Valuation  Date,  by adjusting the
     balance of such Deferral Account as of the immediately  preceding Valuation
     Date to reflect  changes in the value of the  deemed  investments  thereof,
     credits  and  debits   pursuant  to  Section  6.01  and  Section  7.02  and
     distributions  pursuant  to  Article  VIII with  respect  to such  Deferral
     Account since the preceding Valuation Date.

Section 7.02

     Hypothetical Investment Benchmarks.  (a) Each Participant shall be entitled
     to direct the manner in which his/her  Deferral  Accounts will be deemed to
     be  invested,   selecting  among  the  Hypothetical  Investment  Benchmarks
     specified in Appendix A hereto,  as amended by the  Committee  from time to
     time, and in accordance with such rules,  regulations and procedures as the
     Committee may establish from time to time.  Notwithstanding anything to the
     contrary  herein,  earnings and losses based on a Participant's  investment
     elections shall begin to accrue as of the date such Participant's  Deferral
     Amounts are credited to his/her Deferral Accounts.

     (b) (i) The  Hypothetical  Investment  Benchmarks  available  for  Deferral
     Accounts from time to time may include a "Modis Professional Services, Inc.
     Stock Fund." The Modis Professional Services, Inc. Stock Fund shall consist
     of deemed investments in shares of Modis Professional Services, Inc. Common
     Stock.  Deferred  Amounts  that are  deemed  to be  invested  in the  Modis
     Professional  Services,  Inc.  Stock Fund shall be  converted  into Phantom
     Share Units based upon the Fair Market  Value of the Common Stock as of the
     date(s) the Deferred Amounts are to be credited to a Deferral Account.  The
     portion of any Deferral Account that is invested in the Modis  Professional
     Services,  Inc. Stock Fund shall be credited,  as of each  Valuation  Date,
     with  additional  Phantom  Share Units of Common Stock with respect to cash
     dividends  paid on the Common  Stock with  record  dates  during the period
     beginning  on the day after the most recent  preceding  Valuation  Date and
     ending on such Valuation Date.

     (ii)  When a  reallocation  or a  distribution  of all  or a  portion  of a
     Deferral Account that is invested in the Modis Professional Services,  Inc.
     Stock Fund is to be made,  the balance in such a Deferral  Account shall be
     determined  by dividing  the Fair Market Value of one share of Common Stock
     on the most recent  Valuation Date preceding the date of such  reallocation
     or distribution into the number of Phantom Share Units to be reallocated or
     distributed.  Upon  a lump  sum  distribution,  the  amounts  in the  Modis
     Professional Services,  Inc. Stock Fund shall be distributed in the form of
     cash having a value equal to the Fair Market Value of a  comparable  number
     of actual shares of Common Stock, or a combination  thereof,  as determined
     by the Committee.

     (iii) In the event of a stock  dividend,  split-up  or  combination  of the
     Common Stock, merger, consolidation,  reorganization,  recapitalization, or
     other change in the  corporate  structure or  capitalization  affecting the
     Common Stock,  such that an adjustment is determined by the Committee to be
     appropriate in order to prevent  dilution or enlargement of the benefits or
     potential  benefits intended to be made available under this Plan, then the
     Committee may make  appropriate  adjustments to the number of deemed shares
     credited to any Deferral Account.  The determination of the Committee as to
     such adjustments, if any, to be made shall be conclusive.

     (iv)   Notwithstanding   any  other  provision  of  this  Plan,  the  Modis
     Professional Services, Inc. Executive Deferred Compensation Committee shall
     adopt such procedures as it may determine are necessary to ensure that with
     respect  to any  Participant  who is  actually  or  potentially  subject to
     Section  16(b) of the  Securities  Exchange  Act of 1934,  as amended,  the
     crediting of deemed shares to his or her Deferral  Account is not deemed to
     be a non-exempt  purchase for  purposes of such  Section  16(b),  including
     without  limitation  requiring  that no  shares  of  Common  Stock  or cash
     relating  to such deemed  shares may be  distributed  for six months  after
     being credited to such Deferral Account.

Section 7.03

     Statement of Accounts.  The  Administrative  Committee shall submit to each
     Participant  quarterly  statements of his/her Deferral  Account(s) and Gain
     Share  Account(s),  in such  form  as the  Administrative  Committee  deems
     desirable,  setting forth the balance to the credit of such  Participant in
     his/her Deferral  Account(s) and Gain Share Account(s) as of the end of the
     most recently completed quarter.

ARTICLE VIII

BENEFITS

Section 8.01

     Time  and  Form of  Payment.  At the end of the  Deferral  Period  for each
     Deferral  Account,  the Company shall pay to the Participant the balance of
     such Deferral  Account at the time or times elected by the  Participant  in
     the applicable  Participation  Agreement;  provided that if the Participant
     has elected to receive  payments from a Deferral Account in a lump sum, the
     Company shall pay the balance in such Deferral  Account  (determined  as of
     the most recent Valuation Date preceding the end of the Deferral Period) in
     a lump sum in cash (plus any shares of Common Stock that the Administrative
     Committee  elects to deliver from any investment in the Modis  Professional
     Services,  Inc.  Stock  Fund) as soon as  practicable  after the end of the
     Deferral Period.  If the Participant has elected to receive payments from a
     Deferral  Account in  installments,  the  Company  shall make  annual  cash
     payments  from such  Deferral  Account,  each of which shall  consist of an
     amount  equal to (i) the  balance of such  Deferral  Account as of the most
     recent Valuation Date preceding the payment date times (ii) a fraction, the
     numerator  of which is one and the  denominator  of which is the  number of
     remaining  installments  (including the installment  being paid). The first
     such installment  shall be paid as soon as practicable after the end of the
     Deferral Period and each subsequent  installment  shall be paid on or about
     the  anniversary  of such first  payment.  Each such  installment  shall be
     deemed to be made on a pro rata  basis  from each of the  different  deemed
     investments of the Deferral  Account (if there is more than one such deemed
     investment). At the end of the Deferral Period for each Gain Share Account,
     the Company shall deliver to the Participant the balance of such Gain Share
     Account at the time or times elected by the  Participant  in the applicable
     Stock Option Gain Deferral Agreement in the form of actual shares of Common
     Stock.

Section 8.02

     Matching  Contribution.  Each  Participant  who elects to make deferrals of
     Eligible Compensation to the Plan may receive a Matching Contribution equal
     to a formula that the Committee shall determine from time to time. Matching
     Contributions  will be credited to the  Participant's  Deferral  Account at
     such  time as the  Committee  may  determine  and shall be  invested  per a
     Participant's deferral elections for related Deferred  Compensation,  or in
     hypothetical common shares of Modis Professional Services, Inc., or both as
     determined by the Committee. The Matching Contribution shall be distributed
     to the  participant  according  to the  election  made  by the  participant
     governing  his/her  deferrals  and will vest  according  to the  provisions
     governing matching contributions in the Company's 401(k) plan.

Section 8.03

     Retirement.  Subject  to  Section  8.01  and  Section  8.06  hereof,  if  a
     Participant has elected to have the balance of his/her  Deferral Account or
     Gain Share Account distributed upon Retirement,  the account balance of the
     Participant (determined as of the most recent Valuation Date preceding such
     Retirement)  shall be distributed upon Retirement in installments or a lump
     sum in  accordance  with  the  Plan  and  as  elected  in  the  Participant
     Agreement.

Section 8.04

     In-Service Distributions.  Subject to Section 8.01 and Section 8.06 hereof,
     if a Participant has elected to defer Eligible  Compensation under the Plan
     for a stated  number of years,  the balance of the  Participant's  Deferred
     Account,  or Gain Shares Account, as the case may be, (determined as of the
     most  recent  Valuation  Date  preceding  such  Deferral  Period)  shall be
     distributed in  installments  or a lump sum in accordance with the Plan and
     as elected in the Participant  Agreement,  Prior Plan Transfer Agreement or
     Stock Option Gain Deferral Agreement, as the case may be.

Section 8.05

     Other Than Retirement.  Notwithstanding  the provisions of Section 8.03 and
     Section 8.04 hereof and any  Participation  Agreement,  Prior Plan Transfer
     Agreement or Stock Option Gain Deferral Agreement, as the case may be, if a
     Participant  dies, has a Termination  of Employment or Disability  prior to
     Retirement  and  prior  to  receiving  full  payment  of  his/her  Deferral
     Account(s),  the Company shall pay the remaining balance  (determined as of
     the most recent  Valuation Date preceding such event) to the Participant or
     the  Participant's  Beneficiary or Beneficiaries  (as the case may be) in a
     lump sum in cash or in Common  Stock with  respect to payment of Gain Share
     Accounts  and amounts  invested in the Modis  Professional  Services,  Inc.
     Stock Fund  (notwithstanding  Section 8.01  hereof) as soon as  practicable
     following the occurrence of such event, unless the Administrative Committee
     in its sole  discretion  determines  otherwise.  Subject to Section 7.02(a)
     hereof,  the amount  distributable  under the  preceding  sentence  of this
     Section 8.05 shall be based on the Participant's investment elections.

Section 8.06

     Hardship  Withdrawals.  Notwithstanding  the provisions of Section 8.01 and
     any  Participation  Agreement,  a  Participant  shall be  entitled to early
     payment  of all or part  of the  balance  in  his/her  Deferral  Account(s)
     (and/or Gain Shares Accounts) in the event of an  Unforeseeable  Emergency,
     in  accordance  with this  Section  8.06. A  distribution  pursuant to this
     Section  8.06 may only be made to the extent  reasonably  needed to satisfy
     the  Unforeseeable  Emergency  need, and may not be made if such need is or
     may be relieved (i) through  reimbursement  or compensation by insurance or
     otherwise,  (ii) by liquidation of the  Participant's  assets to the extent
     such liquidation would not itself cause severe financial hardship, or (iii)
     by cessation of  participation  in the Plan.  An  application  for an early
     payment  under  this  Section  8.06  shall  be made  to the  Administrative
     Committee  in such  form and in  accordance  with  such  procedures  as the
     Administrative   Committee   shall   determine   from  time  to  time.  The
     determination of whether and in what amount and form a distribution will be
     permitted pursuant to this Section 8.06 shall be made by the Administrative
     Committee.

Section 8.07

     Voluntary Early Withdrawal.  Notwithstanding the provisions of Section 8.01
     and any Participation  Agreement,  a Participant shall be entitled to elect
     to withdraw all of the balance in his/her Deferral  Account(s) (and/or Gain
     Shares  Accounts) in  accordance  with this Section 8.07 by filing with the
     Administrative Committee such forms, in accordance with such procedures, as
     the Administrative  Committee shall determine from time to time. As soon as
     practicable after receipt of such form by the Administrative Committee, the
     Company shall pay an amount equal to ninety  percent of the vested  balance
     in such Participant's Deferral Account(s) (determined as of the most recent
     Valuation  Date  preceding the date such election is filed) to the electing
     Participant  in a lump sum in cash, and the  Participant  shall forfeit the
     remainder  of  such  Deferral  Account(s).   All  Participation  Agreements
     previously  filed by a  Participant  who elects to make a withdrawal  under
     this  Section  8.07  shall be null and void after  such  election  is filed
     (including without limitation Participation Agreements with respect to Plan
     Years or performance periods that have not yet been completed),  and such a
     Participant  shall not  11thereafter be entitled to file any  Participation
     Agreements  under the Plan with  respect to the first Plan Year that begins
     after such election is made.

Section 8.08

     Change of Control.  In the event of a Change of Control that is recommended
     for approval to the shareholders by the Board, no immediate special payment
     shall be made to any  Participant  and the terms and conditions of the Plan
     shall remain in full force and effect.  Notwithstanding  anything contained
     in this Plan to the contrary, upon a hostile Change of Control, the Company
     shall  immediately  pay to  each  Participant  in a lump  sum in cash or in
     Common  Stock with  respect to payment of Gain Share  Accounts  and amounts
     invested in the Modis Professional Services, Inc. Stock Fund the balance in
     his/her  Deferral  Account(s)  (determined as of the most recent  Valuation
     Date preceding the Change of Control). Hostile Change of Control is defined
     as a Change of Control which the Board recommends to the shareholders  that
     they not approve.

Section 8.09

     Withholding of Taxes. Notwithstanding any other provision of this Plan, any
     payments  made  hereunder  shall be subject to tax  withholdings  under any
     applicable law or regulation.

ARTICLE IX

BENEFICIARY DESIGNATION

Section 9.01

     Beneficiary  Designation.  Each  Participant  shall have the right,  at any
     time,  to designate  any person,  persons or entity as his  Beneficiary  or
     Beneficiaries. A Beneficiary designation shall be made, and may be amended,
     by the Participant by filing a written  designation with the Administrative
     Committee,  on such  form and in  accordance  with such  procedures  as the
     Administrative Committee shall establish from time to time.

Section 9.02

     No  Beneficiary  Designation.   If  a  Participant  fails  to  designate  a
     Beneficiary  as  provided  above,   or  if  all  designated   Beneficiaries
     predecease the Participant,  then the  Participant's  Beneficiary  shall be
     deemed to be the Participant's estate.

ARTICLE X

AMENDMENT AND TERMINATION OF PLAN

Section 10.01

     Amendment.  The Board or the  Committee  may at any time amend this Plan in
     whole or in part, provided,  however,  that no amendment shall be effective
     to decrease  the balance in any Deferral  Account or Gain Share  Account as
     accrued at the time of such  amendment,  nor shall any amendment  otherwise
     have a retroactive effect.

Section 10.02

     Company's  Right to  Terminate.  The Board or the Committee may at any time
     terminate  the Plan with respect to future  Participation  Agreements.  The
     Board or the Committee  may also  terminate the Plan in its entirety at any
     time for any reason,  including without limitation if, in its judgment, the
     continuance of the Plan, the tax, accounting,  or other effects thereof, or
     potential  payments  thereunder  would not be in the best  interests of the
     Company,  and upon any such termination,  the Company shall immediately pay
     to each  Participant  in a lump sum the  accrued  balance  in his  Deferral
     Account(s)  and Gain Share  Account(s)  (determined  as of the most  recent
     Valuation Date preceding the termination date).

ARTICLE XI

MISCELLANEOUS

Section 11.01

     Unfunded  Plan.  This Plan is intended to be an  unfunded  plan  maintained
     primarily for the purpose of providing  deferred  compensation for a select
     group of management or highly compensated employees,  within the meaning of
     Sections 201, 301 and 401 of ERISA. All payments pursuant to the Plan shall
     be made from the  general  funds of the  Company and no special or separate
     fund shall be  established  or other  segregation  of assets made to assure
     payment.  No Participant or other person shall have under any circumstances
     any  interest  in any  particular  property  or assets of the  Company as a
     result of participating  in the Plan.  Notwithstanding  the foregoing,  the
     Company  may (but shall not be  obligated  to)  create one or more  grantor
     trusts,  the assets of which are  subject  to the  claims of the  Company's
     creditors,  to assist it in accumulating funds to pay its obligations under
     the Plan.

Section 11.02

     Nonassignability. Except as specifically set forth in the Plan with respect
     to the  designation of  Beneficiaries,  neither a Participant nor any other
     person shall have any right to commute,  sell,  assign,  transfer,  pledge,
     anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey
     in advance of actual receipt the amounts, if any, payable hereunder, or any
     part thereof, which are, and all rights to which are, expressly declared to
     be unassignable and non-transferable. No part of the amounts payable shall,
     prior to actual  payment,  be subject to seizure or  sequestration  for the
     payment of any debts, judgments,  alimony or separate maintenance owed by a
     Participant or any other person, nor be transferable by operation of law in
     the  event  of  a  Participant's  or  any  other  person's   bankruptcy  or
     insolvency.

Section 11.03

     Validity  and  Severability.  The  invalidity  or  unenforceability  of any
     provision of this Plan shall not affect the validity or  enforceability  of
     any other  provision  of this Plan,  which  shall  remain in full force and
     effect, and any prohibition or  unenforceability  in any jurisdiction shall
     not  invalidate  or  render  unenforceable  such  provision  in  any  other
     jurisdiction.

Section 11.04

     Governing Law. The validity,  interpretation,  construction and performance
     of this Plan shall in all  respects be governed by the laws of the State of
     Florida,  without reference to principles of conflict of law, except to the
     extent preempted by federal law.

Section 11.05

     Employment  Status.  This Plan does not constitute a contract of employment
     or  impose  on the  Participant  or the  Company  any  obligation  for  the
     Participant  to remain an  employee  of the Company or change the status of
     the  Participant's  employment  or the  policies  of the  Company  and  its
     affiliates regarding termination of employment.

Section 11.06

     Underlying Incentive Plans and Programs. Nothing in this Plan shall prevent
     the Company from modifying, amending or terminating the compensation or the
     incentive  plans and programs  pursuant to which cash awards are earned and
     which are deferred under this Plan.

Section 11.07

     Successors.  Modis Professional Services,  Inc. and any other Company shall
     require any successor  (whether  direct or indirect,  by purchase,  merger,
     consolidation  or otherwise) to all or  substantially  all of its business,
     stock or assets to expressly assume and agree to perform under this Plan in
     the same manner and to the same extent  that Modis  Professional  Services,
     Inc.  or such  other  Company,  as the case may be,  would be  required  to
     perform  as if no  such  succession  had  taken  place.  As  used  in  this
     Agreement, "Modis Professional Services, Inc." and the "Company" shall mean
     any  successor  that  expressly  assumes and agrees to perform this Plan or
     which otherwise  becomes bound by all the terms and provisions of this Plan
     by operation of law.

APPENDIX A

MONY Money Market
MONY Interim-Term Bond
Fidelity Asset Manager
T. Rowe Price Equity-Inc.
Dreyfus Appreciation
Fidelity Contrafund
Enterprise Growth A
Janus Aspen Aggressive Growth Institutional
Janus Aspen International Growth Institutional
Enterprise Small Co Value A
Dreyfus Small Cap Stock Index
Modis Professional Services, Inc. Stock Fund
14