SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

[X]   Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
      Act of 1934 for the fiscal year ended December 31, 2001

                        COMMISSION FILE NUMBER: 0-24484

                                 MPS GROUP, INC.
             (Exact name of registrant as specified in its charter)

                Florida                                     59-3116655
--------------------------------------               -------------------------
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                          Identification No.)

 1 Independent Drive, Jacksonville, FL                       32202
----------------------------------------                 --------------
(Address of principal executive offices)                   (Zip Code)

      (Registrant's telephone number including area code): (904) 360-2000

Securities registered pursuant to Section 12(b) of the Act:

    Common Stock, Par Value $0.01 Per Share             New York Stock Exchange
           (Title of each class)                      (Name of each exchange on
                                                           which registered)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

Yes  X  No
    ---    ---

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

     The aggregate  market value of the voting stock held by  non-affiliates  of
the  Registrant  (assuming  for  these  purposes,  but not  conceding,  that all
executive officers and directors are 'affiliates' of the Registrant), based upon
the closing  sale price of common  stock on March 8, 2002 as reported by the New
York Stock Exchange, was approximately $763,284,961.

     As of March 8, 2002 the number of shares  outstanding  of the  Registrant's
common stock was 98,488,382.

     DOCUMENTS  INCORPORATED BY REFERENCE.  Portions of the  Registrant's  Proxy
Statement  for its 2001  Annual  Meeting of  shareholders  are  incorporated  by
reference in Part III.
<PAGE>
FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K  contains  forward-looking  statements  that are
subject to certain risks,  uncertainties  or assumptions  and may be affected by
certain  other  factors,  including  but not  limited  to the  specific  factors
discussed in Part II, Item 5 under  'Market for  Registrant's  Common Equity and
Related  Stockholder  Matters',  'Liquidity and Capital Resources,' and 'Factors
Which May Impact Future Results and Financial Condition.' In some cases, you can
identify  forward-looking  statements  by  terminology  such as  'will,'  'may,'
'should,' 'could,' 'expects,' 'plans,' 'indicates,'  'projects,'  'anticipates,'
'believes,'  'estimates,'  'appears,'  'predicts,'   'potential,'   'continues,'
'would,'  or  'become,'  or the  negative  of these  terms  or other  comparable
terminology.  In addition, except for historical facts, all information provided
in Part II, Item 7A,  under  'Quantitative  and  Qualitative  Disclosures  About
Market Risk' should be considered forward-looking statements. Should one or more
of these risks, uncertainties or other factors materialize, or should underlying
assumptions prove incorrect, actual results,  performance or achievements of the
Company may vary materially from any future results, performance or achievements
expressed or implied by such forward-looking statements.

Forward-looking statements are based on beliefs and assumptions of the Company's
management and on information  currently  available to such management.  Forward
looking  statements  speak  only as of the date they are made,  and the  Company
undertakes  no  obligation  to  update  publicly  any of  them in  light  of new
information  or  future  events.  Undue  reliance  should  not be placed on such
forward-looking   statements,   which   are  based  on   current   expectations.
Forward-looking statements are not guarantees of performance.


<PAGE>
                                     PART I

ITEM 1. BUSINESS

INTRODUCTION

MPS Group,  Inc. ('MPS' or the 'Company')  (NYSE:MPS) helps its client companies
thrive  by  delivering  a unique  mix of  consulting,  solutions,  and  staffing
services  in  the  disciplines  of  information  technology  (IT),  finance  and
accounting, legal, e-Business, human capital automation,  engineering, executive
search, and work force management.

Effective  January 1, 2002,  the  Company  completed  its name change from Modis
Professional  Services,  Inc. to MPS Group, Inc. The name change was approved by
shareholders at a special meeting held in October 2001.

MPS is a leading  global  provider of human  capital  services.  A Fortune  1000
company  with  headquarters  in  Jacksonville,   Florida,   MPS  serves  leading
businesses  with over 200 offices  throughout  the United  States,  Canada,  the
United Kingdom,  and continental Europe. MPS generated revenue of $1,548 million
in 2001, of which $1,123 million, or 73%, was generated in the United States and
$425 million, or 27%, was generated abroad, primarily in the United Kingdom.

MPS  consists  of three  divisions:  the  professional  services  division;  the
e-Business solutions division,  operating under the brand Idea Integration;  and
the IT services  division,  operating under the brand Modis.  See Note 16 to the
Company's   Consolidated   Financial   Statements  for  segment  and  geographic
information for the three years ending December 31, 2001.

PROFESSIONAL SERVICES

The professional  services  division  provides  professional  business and human
capital  solutions to Fortune 1000 and middle market clients,  with a network of
119  offices,  throughout  the United  States and United  Kingdom.  The division
provides  expertise in a wide variety of  disciplines  including  accounting and
finance, legal, engineering and technical, career management,  executive search,
and human resource consulting.

In December 2001, the Company sold the assets of its scientific  operating unit,
which  operated  under the brand of  Scientific  Staffing,  to Kforce,  Inc. for
consideration  including  $3.5 million in cash and the assets of Kforce,  Inc.'s
legal operating unit.  Revenue generated from the scientific  operating unit was
$21 million in 2001.

The professional  services  division  generated $609 million of revenue and $198
million of gross profit during 2001, which represents 39.3% of total MPS revenue
and 47.0% of total MPS gross profit versus 35.7% and 40.9%, respectively, during
2000. The division has a variable cost business  model whereby  revenue and cost
of revenue are primarily generated on a  time-and-materials  basis. Less than 8%
of the division's  revenue in 2001 is generated from permanent  placement  fees,
which  are  generated  when  a  client  hires  a  professional  services-sourced
knowledge worker directly.

e-BUSINESS SOLUTIONS

The e-business  solutions division,  operating under the brand Idea Integration,
provides  e-business  strategy   consulting,   creative  services,   application
development, and integration to Fortune 1000 and middle market companies through
a combination of local, regional, and national practice groups located in twelve
markets in the United States and in the United Kingdom.  The division integrates
the Internet into all aspects of its clients'  businesses and is able to deliver
these solutions as a result of extensive expertise in key industries,  propriety
software  development  and  implementation  methodologies  known as Idea RoadMap
(TM), and a multi-level  service  delivery model that takes  advantage of local,
national, and regional service delivery capabilities.

The  e-business  solutions  division  generated  $169 million in revenue and $55
million in gross profit during 2001, which represents 10.9% of total MPS revenue
and 13.1% of total MPS gross profit versus 13.2% and 19.8%, respectively, during
2000.  Idea  Integration's  business model  utilizes  salaried  consultants  and
delivers solutions primarily under time-and-materials  contracts and to a lesser
extent under fixed-fee contracts.

IT Services

The IT services division,  operating under the brand Modis, provides IT resource
management  (ITRM)  solutions  to  over  2,000  clients  in a  wide  variety  of
industries in more than 75 markets in the United States, United Kingdom,  Canada
and certain parts of  continental  Europe.  ITRM is the  deployment of knowledge
capital  to meet  company-wide  IT goals to obtain an  optimal  mix of  internal
staff,  outside  consulting  resources,  and project  outsourcing.  The division
offers   value-added   solutions  such  as  IT  project  support  and  staffing,
recruitment of full-time positions, project-based solutions, supplier management
solutions,   and  on-site   recruiting  support  in  the  areas  of  application
development, systems integration, and EAI.
<PAGE>
The IT services  division  generated $771 million in revenue and $168 million in
gross profit during 2001,  which represents 49.8% of total MPS revenue and 39.9%
of total MPS gross profit versus 51.1% and 39.3%, respectively, during 2000. The
division has a variable cost business model whereby  revenue and cost of revenue
are  primarily  generated  on a  time-and-materials  basis.  Less than 1% of the
division's revenue in 2001 was generated from permanent placement fees.

During 2000, MPS launched a service offering named Beeline.  Through a Web-based
application,   Beeline  provides  a  Web-based   supplier-neutral   and  on-site
vendor-neutral  human capital management  automation software solution.  Beeline
streamlines the creation,  distribution,  and tracking of position  requirements
for both full-time hiring and the contingent worker procurement  process as well
as the interaction  between  clients and their  suppliers.  Beeline's  corporate
customers include TransUnion,  Digex, CSX Technology,  Lutheran Brotherhood, DHL
Worldwide,  and Neoforma.  Under its business model,  Beeline seeks to collect a
service  charge  which is based  upon the  usage of the  service.  During  2001,
minimal service charges were  collected.  During 2000 and most of 2001,  Beeline
was focused on  completing  its  releases  and  implementing  its product at its
customers.

MARKET OVERVIEW AND COMPETITION

Businesses  continue  to migrate  to a more  flexible  work  force that  employs
personnel on a  skill-specific  or  project-specific  basis. Key drivers include
technology  shifts, a move to Internet and Web-enabled  applications,  increased
cost pressures,  and skill  shortages.  This shift has increased the reliance on
business  service  partners  to  recruit  for and  provide  solutions  to  these
companies on a skill-specific or project-specific basis, or an economic basis.

The Company faces competition in obtaining and retaining qualified  consultants.
The  primary  competitive   factors  in  obtaining  qualified   consultants  for
professional assignments are wages, responsiveness to work schedules, continuing
professional  education  opportunities,  and number of hours of work  available.
Management  believes that MPS' divisions are highly  competitive in all of these
areas.  Specifically,  the broad geographic coverage,  strong relationships with
customers, consultants, and employees, and market leadership positions give MPS'
divisions the ability to attract and retain  consultants with the skill sets and
expertise  necessary to meet clients' needs in various industries at competitive
prices.

Further,  the Company faces competition in obtaining and retaining clients.  MPS
believes that the primary competitive factors in obtaining and retaining clients
are an  understanding  of clients'  specific  job  requirements,  the ability to
provide professional personnel in a timely manner, the monitoring of the quality
of job  performance,  and the price of services.  A large percentage of business
services  firms that compete with MPS  divisions'  services are local  companies
with fewer than five offices. Within local markets, these firms actively compete
with MPS' divisions for business, and in most of these markets no single company
has a dominant  share of the market.  MPS'  divisions  also  compete to a lesser
extent with larger  full-service  competitors  in  national,  regional and local
markets, which are listed below.

The principal national competitors of the professional services division include
Robert Half  International,  Inc., the legal division of Kelly  Services,  Inc.,
Adecco SA, CDI Corporation, and Kforce Inc.

The principal national  competitors of the e-Business solutions division include
divisions of Data  Dimension  Corp. and CIBER,  Inc.,  companies such as Sapient
Corporation and Cognizant Technology Solutions Corp., as well as Accenture,  Cap
Gemini Ernst & Young, and to an extent, the consulting  divisions of IBM and the
'Big Five' accounting  firms. In addition,  in seeking  engagements the division
often  competes  against the  internal  management  information  services and IT
departments of clients and potential clients.

The principal  national  competitors of the IT services  division include Keane,
Inc., Computer Horizons Corp.,  Comsys,  CIBER, Inc., Hall, Kinion & Associates,
and iGATE Capital Corporation.

GROWTH STRATEGY

The Company's growth strategy is focused on increasing overall revenue and gross
profits primarily through our core services  offerings  relating to IT services,
professional  services  and  e-Business  solutions  and,  to  a  lesser  extent,
expansion  into new  specialties.  The  Company  looks  to  achieve  this  focus
primarily  through  internal  growth and to a lesser  extent  acquisitions.  The
decision of growing internally as opposed to an acquisition will be based on the
perceived   length  of  time  to  penetrate  a  market  compared  to  its  cost.
Additionally,  the  Company is  positioning  itself for the turn in the  economy
through the consolidation of back office activities and systems.

The key elements of the Company's  internal growth strategy  include  increasing
penetration  of  existing  markets  and  customer  segments,  expanding  current
specialties into new and contiguous  geographic markets,  concentrating on skill
areas that value high levels of service, and identifying and adding new practice
areas.  As one of the largest global  providers of human  services,  the Company
looks to expand on this market  footprint.  Further,  the Company can strengthen
its  relationships  with  clients,  consultants  and  employees by enhancing the
knowledge and skills of its consultants and employees.
<PAGE>
FULL-TIME EMPLOYEES

At March 8, 2002, the Company  employed  approximately  12,000  consultants  and
approximately  2,200  corporate  employees  on  a  full-time  equivalent  basis.
Approximately  300 of the employees  work at corporate  headquarters.  Full-time
employees are covered by life and  disability  insurance and receive  health and
other benefits.

GOVERNMENT REGULATIONS

Outside of the United States and Canada,  the personnel  outsourcing  segment of
the Company's  business is closely  regulated.  These  regulations  differ among
countries but generally may regulate:  (i) the relationship  between the Company
and its temporary  employees;  (ii)  licensing and reporting  requirements;  and
(iii) types of  operations  permitted.  Regulation  within the United States and
Canada does not materially impact the Company's operations.

SERVICE MARKS

The Company and its  subsidiaries  maintain a number of service  marks and other
intangible rights,  including federally  registered service marks for MODIS (and
logo), IDEA.COM, IDEA INTEGRATION,  BEELINE, BEELINE.COM,  ACCOUNTING PRINCIPALS
(and logo), MANCHESTER, SPECIAL COUNSEL, DIVERSIFIED SEARCH, PROCOACHING, EXALT,
ENTEGEE  and  THE  EXPERTS  for  its  services  generally.  The  Company  or its
subsidiaries  have  applications  pending before the Patent and Trademark Office
for federal  registration of the service marks for MPS GROUP,  IDEA  INTEGRATION
logo,  and  DIVERSIFIED   TECHNOLOGY  PARTNERS.  The  Company  is  also  seeking
registration of several of its service marks in Canada, the United Kingdom,  and
the European  Community.  The Company plans to file affidavits of use and timely
renewals, as appropriate, for these and other intangible rights it maintains.

SEASONALITY

The Company's  quarterly operating results are affected by the number of billing
days in the quarter and the seasonality of its customers' businesses. Demand for
the Company's  services has historically been lower during the calendar year-end
as a result of holidays,  and through  February of the  following  year,  as the
Company's customers approve annual budgets.

ITEM 2. PROPERTIES

The  Company  owns  no  material   real   property.   It  leases  its  corporate
headquarters,  as well as almost all of its branch  offices.  The branch  office
leases generally run for three to five-year terms. The Company believes that its
facilities  are  generally  adequate  for its  needs  and  does  not  anticipate
difficulty  replacing  such  facilities or locating  additional  facilities,  if
needed.

ITEM 3. LEGAL PROCEEDINGS

The  Company,  in the  ordinary  course  of its  business,  is from time to time
threatened  with or  named as a  defendant  in  various  lawsuits.  The  Company
maintains  insurance in such amounts and with such coverage and  deductibles  as
management  believes are reasonable and prudent.  There is no pending litigation
that the  Company  believes is likely to have a material  adverse  effect on the
Company, its financial position, or results of its operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Except as related to a Special  Meeting of the  Company's  shareholders  held on
October 24, 2001 to vote on the  changing  of the  Company's  name to MPS Group,
Inc., hereby  incorporated by reference,  no matters were submitted to a vote of
security  holders  during the fourth quarter of the twelve months ended December
31, 2001.

<PAGE>
                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

                           PRICE RANGE OF COMMON STOCK

The  following  table sets forth the  reported  high and low sales prices of the
Company's  Common Stock for the  quarters  indicated as reported on the New York
Stock Exchange under the symbol 'MPS'.

<TABLE>
<CAPTION>
<S>                                                                                    <C>                  <C>

For 2000:                                                                                 High                 Low

         First Quarter........................................................           $18.69              $12.31

         Second Quarter.......................................................            13.38                7.44

         Third Quarter........................................................             9.19                4.81

         Fourth Quarter.......................................................             5.25                3.38

For 2001:

         First Quarter........................................................           $ 6.72              $ 3.88

         Second Quarter.......................................................             6.97                3.70

         Third Quarter........................................................             7.00                3.70

         Fourth Quarter.......................................................             8.20                3.80
</TABLE>

In addition to the factors set forth below in 'FACTORS  WHICH MAY IMPACT  FUTURE
RESULTS AND FINANCIAL CONDITION' under 'MANAGEMENT'S  DISCUSSION AND ANALYSIS OF
FINANCIAL  CONDITION  AND  RESULTS OF  OPERATIONS',  the price of the  Company's
Common Stock is affected by  fluctuations  and  volatility  in the financial and
equity markets generally and in the Company's industry sector in particular.

As of March 8,  2002,  there  were  approximately  851  holders of record of the
Company's Common Stock.

No cash dividend or other cash distribution with respect to the Company's Common
Stock has ever been paid by the Company. The Company currently intends to retain
any earnings to provide for the operation and expansion of its business and does
not  anticipate  paying  any  cash  dividends  in the  foreseeable  future.  The
Company's  revolving  credit  facility  prohibits the payment of cash  dividends
without the lender's consent.

During 1999, the Company's Board of Directors authorized the repurchase of up to
$65.0 million of the Company's  common stock. As of December 31, 2001, no shares
have been  repurchased  under this  authorization.  See  'LIQUIDITY  AND CAPITAL
RESOURCES' under  'MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION
AND RESULTS OF OPERATIONS' for additional information.
<PAGE>
<TABLE>
<CAPTION>
ITEM 6.  SELECTED FINANCIAL DATA
                                                                         Years Ended
                                       ------------------------------------------------------------------------------------
                                                   Dec. 31,        Dec. 31,        Dec. 31,       Dec. 31,       Dec. 31,
(in thousands, except per share amounts)             2001          2000            1999           1998 (3)       1997 (1,3)
- -------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>            <C>             <C>            <C>            <C>
Statement of income data:
Revenue                                        $  1,548,489    $  1,827,686      $1,941,649   $  1,702,113    $ 1,164,124
Cost of revenue                                   1,127,444       1,296,834       1,415,901      1,234,537        835,609
                                       ------------------------------------------------------------------------------------
Gross profit                                        421,045         530,852         525,748        467,576        328,515
Operating expenses                                  396,699         440,208         363,786        301,656        211,727
Restructuring and impairment charges                      -            (753)         (3,250)        34,759              -
Asset write-down related to sale of
  discontinued operations                                 -          13,122          25,000              -              -
                                       ------------------------------------------------------------------------------------
Operating income from continuing
   operations                                        24,346          78,275         140,212        131,161        116,788
Other expense, net                                    9,199          21,621           7,794         13,975         14,615
                                        ------------------------------------------------------------------------------------
Income from continuing operations
   before income taxes                               15,147          56,654         132,418        117,186        102,173
Provision (benefit) for income taxes                  6,804         (63,099)         50,283         48,326         38,803
                                       ------------------------------------------------------------------------------------
Income from continuing operations                     8,343         119,753          82,135         68,860         63,370
Discontinued operations:
Income from discontinued operations,
   net of income taxes                                    -               -               -         30,020         38,663
Gain on sale of discontinued operations,
   net of income taxes (2)                                -               -          14,955        230,561              -
                                       ------------------------------------------------------------------------------------
Income before extraordinary loss                      8,343         119,753          97,090        329,441        102,033
Extraordinary loss on early
   extinguishment of debt, net of
   income tax benefit                                     -               -               -         (5,610)             -
                                       ------------------------------------------------------------------------------------
Net income                                     $      8,343    $    119,753      $   97,090   $    323,831     $  102,033
                                       ====================================================================================
Basic income (loss) per common share:
   From continuing operations                  $       0.09    $       1.24      $     0.85   $       0.63     $     0.62
                                       ====================================================================================
   From discontinued operations                $          -    $          -      $        -   $       0.28     $     0.38
                                       ====================================================================================
   From gain on sale (2)                       $          -    $          -      $     0.16   $       2.12     $        -
                                       ====================================================================================
   From extraordinary item                     $          -    $          -      $        -   $      (0.05)    $        -
                                       ====================================================================================
   Basic net income per common share           $       0.09    $       1.24      $     1.01   $       2.98     $     1.00
                                       ====================================================================================
Diluted income (loss) per common share:
   From continuing operations                  $       0.08    $       1.23      $     0.85   $       0.61      $    0.59
                                       ====================================================================================
   From discontinued operations                $          -    $          -      $        -   $       0.26     $     0.34
                                       ====================================================================================
   From gain on sale (2)                       $          -    $          -      $     0.15   $       1.97     $        -
                                       ====================================================================================
   From extraordinary item                     $          -    $          -      $        -   $      (0.05)    $        -
                                       ====================================================================================
   Diluted net income per common share         $       0.08    $       1.23      $     1.00   $       2.79     $     0.93
                                       ====================================================================================

Basic average common shares
   outstanding                                       97,868           96,675         96,268        108,518        101,914
Diluted average common                 ====================================================================================
   shares outstanding                                98,178           97,539         97,110        116,882        113,109
                                       ====================================================================================

<PAGE>

                                                                         Years Ended
                                       ------------------------------------------------------------------------------------
                                                    Dec. 31,         Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
(in thousands, except per share amounts)            2001             2000           1999           1998           1997 (1)
---------------------------------------------------------------------------------------------------------------------------

Balance Sheet data:
Working capital                                $     204,722     $    248,388   $  247,111     $     16,138   $   481,362
Total assets                                       1,543,622        1,653,560    1,596,395        1,571,881     1,402,626
Long term debt                                       101,000          194,000      238,615           15,525       434,035
Stockholders' equity                               1,310,811        1,303,218    1,182,515        1,070,110       812,842

</TABLE>

(1)  Includes the financial  information of the Company for the respective years
     noted  above  restated to account for any  material  business  combinations
     accounted for under the pooling-of-interests method of accounting.

(2)  Gain on sale  relates  to the  gain on the  sale of the net  assets  of the
     Company's discontinued operations.

(3)  Diluted  average  common shares  outstanding  have been computed  using the
     treasury  stock  method  and the as-if  converted  method  for  convertible
     securities  which  includes   dilutive  common  stock   equivalents  as  if
     outstanding during the respective periods.

<PAGE>
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS

The following detailed analysis of operations should be read in conjunction with
the 2001 Financial  Statements and related notes included elsewhere in this Form
10-K.

                       2001 COMPARED TO 2000

Revenue. Revenue decreased $279.2 million, or 15.3%, to $1,548.5 million in 2001
from  $1,827.7  million in 2000.  The decrease was  attributable  primarily to a
decrease in revenue for the IT services  division which  accounted for 49.8% and
51.1% of the Company's total revenue for 2001 and 2000, respectively. Revenue in
the IT services division  decreased $163.2 million,  or 25.7%, to $770.8 million
in 2001,  from $934.0 million in 2000.  This decrease in the division's  revenue
was  primarily  attributable  to the  diminished  demand  for IT  services.  The
Company's  customers continue to experience a constrained ability to spend on IT
initiatives due to uncertainties relating to the economy.

Revenue in the e-Business  solutions division decreased $72.3 million, or 30.0%,
to $168.8  million in 2001,  from $241.1  million in 2000.  This decrease in the
division's  revenue was  primarily  attributable  to weak demand for  e-Business
consulting services which is being intensified by the uncertainties  relating to
the economy.

Revenue in the professional  services division decreased $43.7 million, or 6.7%,
to $608.9  million  2001,  from  $652.6  million in 2000.  This  decrease in the
division's  revenue was  primarily  attributable  to the  diminished  demand for
knowledge worker resources in the services  provided by the division,  primarily
in the United States.  Revenue generated in the United Kingdom increased 5.3% in
2001 from 2000,  while revenue  generated in the United States  decreased 11.4%.
The professional  services  division  operates  primarily through five operating
units  consisting of the accounting and finance,  legal,  engineering/technical,
career  management and consulting,  and  scientific,  which  contributed  40.6%,
12.2%,  34.3%, 9.5% and 3.4%,  respectively,  of the division's revenue by group
during 2001, as compared to 39.4%,  13.2%,  34.7%, 8.5% and 4.2%,  respectively,
during 2000.  In December  2001,  the Company sold the assets of its  scientific
operating unit, which operated under the brand of Scientific Staffing.

Gross Profit. Gross profit decreased $109.9 million, or 20.7%, to $421.0 million
in 2001 from $530.9  million in 2000.  Gross margin  decreased to 27.2% in 2001,
from 29.0% in 2000.

The gross margin in the e-Business  solutions division decreased to 32.4% in the
2001, from 43.5% in 2000. Consultant utilization within the e-Business solutions
division  decreased as a result of (1) the division's  business model  utilizing
salaried consultants and (2) the weak demand for e-Business consulting services.
The Company  continued  to address  consultant  utilization  within the division
through the downsizing of its consultant  base.  Additionally,  the gross profit
generated from the e-Business solutions division,  which historically maintained
the highest  gross margin among the three  divisions,  decreased to 13.0% of the
Company's total gross profit for 2001, from 19.8% 2000.

The gross margin in the IT services  division  decreased to 21.8% in 2001,  from
22.3%  2000.  The  decrease  in gross  margin  in the IT  services  division  is
primarily  attributable to a decrease in bill rates and, to a lesser extent, the
lower level of direct hire and permanent placement fees, which generate a higher
margin, in 2001 as compared to 2000. As a percentage of revenue,  the division's
direct hire and permanent  placement  fees decreased to 0.6% of revenue in 2001,
from 1.1% in 2000.

The gross margin in the  professional  services  division  decreased to 32.5% in
2001,  from 33.3% in 2000.  The  decrease  in gross  margin in the  professional
services  division is attributable to a lower level of direct hire and permanent
placement fees in the 2001 as compared to 2000. As a percentage of revenue,  the
division's direct hire and permanent placement fees decreased to 6.3% of revenue
in 2001, from 8.0% in 2000.

Operating expenses.  Total operating expenses decreased $55.9 million, or 12.4%,
to $396.7 million in 2001,  from $452.6  million in 2000. The Company's  general
and administrative ('G&A') expenses decreased $49.7 million, or 12.9%, to $336.6
million in 2001,  from  $386.3  million  in 2000.  Included  in total  operating
expenses in 2000 is a $13.1 million  charge for an asset  write-down  related to
the sale of  discontinued  operations,  $7.3  million  of costs  related  to the
cancelled  separation and spin-off of the IT services division and the cancelled
initial public offering of the e-Business solutions division, and a $0.8 million
restructuring charge recapture.

Excluding  these  aforementioned  costs,   operating  expenses  decreased  $36.3
million,  or 8.4%, to $396.7  million in 2001,  from $433.0 million in 2000, and
G&A expenses decreased $42.4 million,  or 11.2%, to $336.6 million in 2001, from
$379.0 million in 2000.  Excluding these  aforementioned  costs, the decrease in
G&A  expenses  is  attributable  to both  the IT  services  and  the  e-Business
solutions divisions.

The IT services  division's G&A expenses  decreased $25.6 million,  or 17.0%, to
$124.6 million in 2001, from $150.2 million in 2000. As a percentage of revenue,
the division's G&A expenses  increased  slightly to 16.2% in 2001, from 16.1% in
2000. The decrease in the IT services division's G&A expenses is associated with
the decrease in revenue for 2001,  and cost  reduction  initiatives  implemented
within the division in both late 2000 and throughout 2001.

The e-Business  solutions  division's G&A expenses  decreased $17.5 million,  or
19.6%,  to $71.6 million in 2001, from $89.1 million in 2000. As a percentage of
revenue,  the division's G&A expenses  increased to 42.4% in 2001, from 37.0% in
2000.  The  decrease in the  e-Business  solutions  division's  G&A expenses was
related to reductions in its work force that started in early 2001.

The professional  services  division's G&A expenses  increased $0.7 million,  or
0.5%, to $140.4 million in 2001, from $139.7 million in 2000. As a percentage of
revenue,  the division's G&A expenses  increased to 23.1% in 2001, from 21.4% in
2000.  The increase in the  professional  services  division's  G&A expenses was
related to an  increase  in the level of spending  to  establish  the  corporate
infrastructure in the division.  During the spring of 2001, the Company began to
eliminate many of these duplicative corporate infrastructure responsibilities in
the division, integrating these efforts into the MPS corporate structure.

Income from  operations.  Income from  operations  decreased  $54.0 million,  or
69.0%,  to $24.3  million in 2001,  from  $78.3  million  in 2000.  Income  from
operations for the e-Business  solutions division decreased $34.7 million,  to a
$28.9  million loss in 2001,  from income of $5.8  million in 2000.  Income from
operations for the professional  services division  decreased $21.9 million,  or
35.5%,  to $39.8  million in 2001,  from  $61.7  million  in 2000.  Income  from
operations for the IT services division  decreased $17.0 million,  or 55.9 %, to
$13.4  million in the 2001,  from $30.4  million in 2000.  For the  Company as a
whole,  income from  operations as a percentage of revenue  decreased to 1.6% in
2001, from 4.3% in 2000.

Other expense,  net. Other expense,  net consists  primarily of interest expense
related to borrowings under the Company's credit  facilities and notes issued in
connection  with  acquisitions,  net of interest  income  related to  investment
income from (1) certain  investments  owned by the Company and (2) cash on hand.
Interest  expense  decreased $12.4 million,  or 53.9%, to $10.6 million in 2001,
from $23.0 million in 2000.  The decrease in interest  expense is related to the
lower level of borrowings  under the Company's  credit  facilities  during 2001.
Interest expense was offset by $1.4 million of interest and other income in both
2001 and 2000.

Income Taxes. The Company  recognized an income tax provision of $6.8 million in
2001,  compared to a net income tax benefit of $63.1 million in 2000. The income
tax benefit in the prior year related primarily to a tax benefit associated with
an investment in a  subsidiary.  Absent this net benefit in 2000,  the Company's
effective tax rate increased to 44.9% in 2001 as compared to 41.0% in 2000. This
increase is attributable to state tax expense,  a higher level of non-deductible
expenses, and a lower level of income which is partially offset by a tax benefit
associated with a reorganization of a subsidiary.

Net Income.  As a result of the foregoing,  net income decreased $111.5 million,
or 93.1%,  to $8.3 million in 2001, from $119.8 million in 2000. Net income as a
percentage of revenue decreased to 0.5% in 2001, from 6.6% in 2000.



                              2000 COMPARED TO 1999

Revenue.  Revenue decreased $113.9 million, or 5.9%, to $1,827.7 million in 2000
from $1,941.6  million in 1999. The decrease was  attributable  to a decrease in
revenue for the IT services  division which accounted for 51.1% and 60.8% of the
Company's  total  revenue  for 2000 and 1999,  respectively.  Revenue  in the IT
services division decreased $247.0 million, or 20.9%, to $934.0 million in 2000,
from  $1,181.0   million  in  1999.  This  decrease  in  revenue  was  primarily
attibutable to the diminished demand for information  technology services as the
Company's  customers  re-evaluated their information  technology  infrastructure
needs after addressing their year 2000 issues.

Revenue in the professional services division increased $60.1 million, or 10.1%,
to $652.6  million in 2000 from $592.5  million in 1999. The increase in revenue
was  due  to  internal  growth.  The  professional  services  division  operated
primarily through five operating units consisting of the accounting and finance,
legal,  engineering/technical,  career  management and consulting and scientific
units which contributed 39.4%, 13.2%, 34.7%, 8.5% and 4.2%, respectively, of the
division's revenue by group during 2000 as compared to 38.4%, 13.7%, 33.1%, 9.7%
and 5.1%, respectively, during 1999.

Revenue in the e-Business  solutions division increased $72.9 million, or 43.3%,
to $241.1 million in 2000, from $168.2 million in 1999. This increase in revenue
was due to a combination of internal  growth and a contribution  of revenue from
companies acquired in the first quarter of 2000.

Gross Profit.  Gross profit  increased $5.2 million or 1.0% to $530.9 million in
2000 from $525.7 million in 1999.  Gross margin  increased to 29.0% in 2000 from
27.1% in 1999.  The overall  increase in gross margin was  primarily  due to the
increased revenue  contribution of the Company's  e-Business solutions division,
which  generated  a gross  margin of 43.5% in 2000 as compared to 41.8% in 1999.
Revenue contributed from the e-Business solutions division increased to 13.2% in
2000 from 8.7% in 1999. The gross margin in the professional  services  division
increased  to 33.3% in 2000  from  32.9% in 1999.  The  gross  margin  in the IT
services division increased to 22.3% in 2000 from 22.1% in 1999.

<PAGE>
Operating  expenses.  Operating  expenses  increased  $67.1  million or 17.4% to
$452.6  million in 2000 from $385.5  million in 1999. The Company's G&A expenses
increased  $67.7 million or 21.2% to $386.3 million in 2000, from $318.6 million
in 1999. Included in operating expenses in 1999 is a $25.0 million charge for an
asset  write-down  related  to the sale of  discontinued  operations  and a $0.8
million  restructuring charge recapture.  Included in operating expenses in 2000
is an additional  $13.1 million  charge for an asset  write-down  related to the
sale of discontinued operations,  $7.3 million of costs related to the cancelled
separation  and spin-off of the IT services  division and the cancelled  initial
public  offering of the e-Business  solutions  division,  and an additional $0.8
million restructuring charge recapture.

Excluding  these  aforementioned  costs,   operating  expenses  increased  $69.2
million,  or 19.0%,  to $433.0 million in 2000, from $363.8 million in 1999, and
G&A expenses increased $60.4 million,  or 19.0%, to $379.0 million in 2000, from
$318.6  million in 1999.  Excluding  these  costs,  the overall  increase in G&A
expenses was attributable  primarily to the e-Business solutions division and to
a lesser extent the professional services division.

The e-Business  solution  division's G&A expenses  increased  $51.5 million,  or
137.0%,  to $89.1 million in 2000 from $37.6 million in 1999. As a percentage of
revenue,  the e-Business  solution division's G&A expenses increased to 37.0% in
2000 from  22.4% in 1999.  The  increase  in the  division's  G&A  expenses  was
primarily  related to increased  expenses to support the growth of the division,
including sales, marketing and brand recognition.

The professional  services  division's G&A expenses increased $12.8 million,  or
10.1%,  to $139.7 million in 2000 from $126.9  million in 1999,  even though G&A
expenses  as a  percentage  of  revenue  remained  constant  at  21.4%  for  the
respective  years.  The increase in the  professional  services  division's  G&A
expenses was primarily related to the internal growth of its operating units and
increased expenses to support the growth of the division.

G&A expenses for the IT services  division  decreased $3.9 million,  or 2.5%, to
$150.2  million  in 2000  from  $154.1  million  in 1999.  The  decrease  in the
division's  G&A expenses was  associated  with the decrease in revenue for 2000.
During the fourth  quarter  of 2000,  the  Company  implemented  cost  reduction
initiatives  within  the Modis  division  that  resulted  in a  decrease  in G&A
expenses during the quarter.

Income from  operations.  Income from  operations  decreased  $61.9 million,  or
44.2%,  to $78.3 million in 2000,  from $140.2  million in 1999. The decrease in
operating  income is due to the lower  contribution of operating income from the
Company's e-Business solutions and IT services divisions. The Company elected to
increase  expenditures  in the e-Business  solutions  division to support sales,
marketing and brand recognition.  Additionally, the IT services division's costs
decreased  slightly with a reduction in revenue.  Income from operations for the
professional  services division,  however,  increased $7.3 million, or 13.4%, to
$61.7  million in 2000,  from $54.4  million in 1999,  mainly as a result of the
increase in revenue in the  division.  For the  Company as a whole,  income from
operations  as a percentage of revenue  decreased to 4.3% in 2000,  from 7.2% in
1999.

Other expense,  net. Other expense,  net consists  primarily of interest expense
related to borrowings under the Company's credit  facilities and notes issued in
connection  with  acquisitions,  net of interest  income  related to  investment
income from (1) certain  investments  owned by the Company and (2) cash on hand.
Interest  expense  increased $10.8 million,  or 88.5%, to $23.0 million in 2000,
from $12.2 million in 1999.  Interest expense in 1999 was significantly  reduced
as a  result  of the net  cash  on hand  related  to the  sale of the  Company's
discontinued  Commercial  operations and Teleservices division in 1998 resulting
in an overall lower level of borrowings  under the Company's  credit  facilities
during 1999.  Interest  expense was offset by $1.4 million of interest and other
income in 2000 as compared to $4.4 million in 1999.

Income Taxes. The Company  recognized a net income tax benefit for 2000 of $63.1
million as compared to an income tax  provision  of $50.3  million in 1999.  The
income  tax  benefit  related  primarily  to a  tax  benefit  of  $99.7  million
associated  with an investment  in a subsidiary.  This tax benefit was partially
offset by a $13.4  million  valuation  allowance.  Absent this net benefit,  the
Company's  effective tax rate increased to 41.0% in 2000 as compared to 38.0% in
1999,  due to (1) the effect of foreign tax credits  recognized in 1999, and (2)
the increased effect of non-deductible  expense items on a lower level of income
in 2000.

Income from  continuing  operations.  As a result of the foregoing,  income from
continuing  operations  increased $37.7 million,  or 45.9%, to $119.8 million in
2000,  from $82.1  million  in 1999.  Income  from  continuing  operations  as a
percentage of revenue increased to 6.6% in 2000, from 4.2% in 1999.



<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

The  Company's  capital  requirements  have  principally  been  related  to  the
acquisition of businesses, working capital needs and capital expenditures. These
requirements  have been met through a  combination  of bank debt and  internally
generated  funds.  The  Company's  operating  cash  flows  and  working  capital
requirements  are  affected  significantly  by the timing of payroll  and by the
receipt  of  payment  from  the  customer.   Generally,  the  Company  pays  its
consultants weekly or semi-monthly,  and receives payments from customers within
30 to 90 days from the date of invoice.

The  Company  had working  capital of $204.7  million  and $248.4  million as of
December  31,  2001  and  2000,  respectively.  The  Company  had  cash and cash
equivalents  of $49.2 million and $5.0 million as of December 31, 2001 and 2000,
respectively.

For the years ended  December 31, 2001 and 2000,  the Company  generated  $183.6
million and $192.7 million of cash flow from operations, respectively. Excluding
the effect of a net tax benefit of $86.3 million  associated  with an investment
in a subsidiary in 2000, the increase in cash flows from operations in 2001 from
2000 primarily related to improved receivables  collection,  decreasing the cash
needed to fund accounts  receivable.  The Company's  continued  consolidation of
back  office  activities  and systems and  increased  collection  efforts led to
improved  collections in 2001. For the year ended December 31, 1999, the Company
generated $75.7 million of cash flow from operations.  The increase in cash flow
from operations in 2000 from 1999 primarily related to the net tax benefit.

For the year ended December 31, 2001, the Company used $15.3 million of cash for
investing  activities,  primarily for capital  expenditures.  For the year ended
December  31,  2000,  the  Company  used  $148.8  million of cash for  investing
activities,  primarily as a result of acquisitions  in the e-Business  solutions
division and to a lesser extent earn-out  payments.  The Company also used $25.2
million for capital  expenditures.  For the year ended  December 31,  1999,  the
Company used $392.5 million of cash flow for investing  activities,  mainly as a
result of the  payment of a tax  liability,  net worth  adjustment  and  certain
transaction  expenses of $191.4  million  relating to the sale of the  Company's
Commercial operations and Teleservices division.  Additionally, the Company used
$160.7 million for acquisitions and earn-out payments, $21.2 million for capital
expenditures,  and $19.2  million for advances  associated  with the sale of the
Company's Health Care division in 1998.

For the year ended  December 31, 2001,  the Company used $116.6  million of cash
for financing  activities.  This amount primarily  represented net repayments on
the  Company's  credit  facility  and on notes  issued  in  connection  with the
acquisition of certain companies.  These repayments were mainly funded from cash
flows from operations.

For the year ended December 31, 2000, the Company used $47.4 million of cash for
financing  activities.  This amount primarily  represented net repayments on the
Company's credit facility and on notes issued in connection with the acquisition
of certain companies. These repayments were mainly funded from a net tax benefit
associated with an investment in a subsidiary.

For the year ended December 31, 1999, the Company  generated $223.0 million from
financing  activities.  During  1999,  this  amount  primarily  represented  net
borrowings from the Company's credit  facility,  which was used primarily to pay
the tax  liability  and  other  payments  related  to the sale of the  Company's
Commercial  operations and Teleservices  division.  Additionally,  in connection
with the  Company's  1998 share  buyback  program,  the Company  was  refunded a
portion of the purchase price in 1999.

On November 4, 1999, the Company's Board of Directors  authorized the repurchase
of up to $65.0 million of the Company's  common stock.  As of December 31, 2001,
no shares have been repurchased under this authorization.

The Company  anticipates that capital  expenditures for furniture and equipment,
including  improvements  to its  management  information  and operating  systems
during the next twelve months will be approximately $15.0 million.

The Company  believes that funds  provided by operations,  available  borrowings
under the credit  facility,  and current  amounts of cash will be  sufficient to
meet its presently  anticipated needs for working capital,  capital expenditures
and acquisitions for at least the next 12 months.


<PAGE>
Indebtedness, Contractual Obligations, and Commercial Commitments of the Company

The following are contractual cash obligations and other commercial  commitments
of the Company at December 31, 2001:
<TABLE>
<CAPTION>
                                                                       Payments Due by Period
                                           ------------------------------------------------------------------------------
                                                             Less than          1 - 3           4 - 5           After 5
                                             Total             1 Year           Years           Years            Years
Contractual Cash Obligations
(in thousands)
<S>                                         <c>             <c>               <c>             <c>             <c>
Long term debt                              $ 101,000        $       -        $ 101,000        $       -       $       -
Operating leases                               65,664           18,387           38,084            5,614           3,579
                                           ------------------------------------------------------------------------------
Total Contractual Cash Obligations          $ 166,664        $  18,387        $ 139,084        $   5,614       $   3,579
                                           ==============================================================================



                                                            Amount of Commitment Expiration per Period
                                           ------------------------------------------------------------------------------
                                                             Less than          1 - 3           4 - 5           After 5
                                             Total             1 Year           Years           Years            Years
Commercial Commitments
(in thousands)

Lines of credit                             $ 350,000        $       -        $ 350,000        $       -       $       -
Standby letters of credit                       2,309                -            2,309                -               -
                                           ------------------------------------------------------------------------------
Total Commercial Commitments                $ 352,309        $       -        $ 352,309        $       -       $       -
                                           ==============================================================================

</TABLE>

The Company has a $350 million  revolving credit facility which is syndicated to
a group of 13 banks with Bank of America as the principal  agent.  This facility
expires on October 27, 2003. The credit facility  contains certain financial and
non-financial   covenants  relating  to  the  Company's  operations,   including
maintaining  certain  financial  ratios.  Repayment  of the credit  facility  is
guaranteed by the material subsidiaries of the Company. In addition, approval is
required  by the  majority  of the  lenders  when the cash  consideration  of an
individual  acquisition exceeds 10% of consolidated  stockholders' equity of the
Company. On October 24, 2001, the Company elected not to renew an additional $50
million  364 day  credit  facility  so as to more  closely  align its  borrowing
capacity to its anticipated funding needs. The election not to renew reduced the
overall  credit  commitment  to the Company to $350 million at December 31, 2001
from $400 million at December 31, 2000.

As of March 8, 2002,  the Company had a balance of  approximately  $91.7 million
outstanding under the credit facility.  The Company also had outstanding letters
of credit in the amount of $2.3 million,  reducing the amount of funds available
under the credit facility to approximately $256.0 million as of March 8, 2002.

On February 12, 2001,  the Company  entered into an interest rate swap agreement
to convert certain  floating rate debt  outstanding  under the Company's  credit
facility  into fixed rate debt by fixing the base rate, as defined by the credit
facility.  The actual interest rate on the credit facility is equal to this base
rate  plus  an  additional  spread,   determined  by  the  Company's   financial
performance.  This agreement had an initial notional amount of $110.4 million as
of February 12,  2001,  which  amortizes to $55.7  million on January 2, 2003 in
correlation  with the Company's  estimate of cash flow needs.  On March 2, 2001,
the Company  entered into an additional  interest rate swap agreement to convert
an additional $25.0 million into fixed rate debt. These agreements were approved
by the Board of Directors.  In the fourth quarter of 2001,  the Company  settled
the  interest  rate  swap  agreement  entered  into on March 2,  2001 for a $0.2
million loss.  As of December 31, 2001,  the  outstanding  agreement had a total
notional amount of $100.7 million, with an underlying rate of 5.185%.

The Company has certain  notes  payable to  shareholders  of acquired  companies
which bear interest at rates ranging from 5.0% to 7.0%. As of March 8, 2002, the
Company owed approximately $0.8 million in such acquisition indebtedness.
<PAGE>
CRITICAL ACCOUNTING POLICIES

The Company believes the following are its most critical  accounting policies in
that they are the most  important to the  portrayal of the  Company's  financial
condition and results and require  management's  most  difficult,  subjective or
complex judgements

Revenue Recognition

The Company recognizes revenue at the time services are provided. In most cases,
the  consultant is the Company's  employee and all costs of employing the worker
are the  responsibility  of the  Company  and are  included  in cost of revenue.
Revenues  generated  when the Company  permanently  places an individual  with a
client are recorded at the time of placement  less a reserve for  employees  not
expected to meet the probationary  period.  The Company,  to a lesser extent, is
also involved in fixed price  engagements  whereby revenues are recognized under
the percentage-of-completion method of accounting.

Allowance for Doubtful Accounts

The Company regularly  monitors and assesses its risk of not collecting  amounts
owed to it by its  customers.  This  evaluation  is based  upon an  analysis  of
amounts  currently and past due along with relevant history and facts particular
to the customer. Based upon the results of this analysis, the Company records an
allowance for  uncollectible  accounts for this risk. This analysis requires the
Company to make significant  estimates,  and changes in facts and  circumstances
could result in material changes in the allowance for doubtful accounts.

Asset Impairment

The Company  reviews its  long-lived  assets and  identifiable  intangibles  for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying  amount of the asset may not be  recoverable.  In performing the review
for  recoverability,  the Company  estimates  the future cash flows  expected to
result from the use of the asset and its eventual disposition. If the sum of the
expected future cash flows  (undiscounted  and without interest charges) is less
than the  carrying  amount  of the  asset,  an  impairment  loss is  recognized.
Otherwise,  an impairment loss is not  recognized.  Measurement of an impairment
loss for long-lived  assets and identifiable  intangibles  would be based on the
fair value of the asset.


RECENT ACCOUNTING PRONOUNCEMENTS

In  July  2001,  the  Financial   Accounting  Standards  Board  ('FASB')  issued
Statements  of  Financial  Accounting  Standards  ('SFAS')  No.  141,  'Business
Combinations' and No. 142, 'Goodwill and Other Intangible  Assets.' SFAS No. 141
and SFAS No. 142  establish  accounting  and  reporting  standards  for business
combinations  and for goodwill and  intangible  assets  resulting  from business
combinations,   respectively.   SFAS   No.   141   prohibits   the  use  of  the
pooling-of-interests  method of accounting for business combinations and applies
to all  business  combinations  initiated  after  June 30,  2001.  SFAS No.  142
discontinues the periodic amortization of goodwill (and intangible assets deemed
to have  indefinite  lives)  and  requires  impairment  to be  tested  annually.
Further,  SFAS No. 142  replaces  the  measurement  guidelines  for  impairment,
whereby goodwill not considered  impaired under previous  accounting  literature
may be considered impaired under SFAS No. 142. SFAS No. 142 is effective for all
fiscal  years   beginning  after  December  15,  2001,  and  cannot  be  applied
retroactively.  SFAS No.  142 is to be  applied  to all  recorded  goodwill  and
intangible assets as of the date of adoption.

The Company has applied  SFAS No. 142 for the  accounting  of goodwill and other
intangible assets beginning January 1, 2002. Application of the non-amortization
provisions  of SFAS No. 142 is expected to increase  income from  operations  by
approximately  $40 million per year.  Additionally,  the Company is currently in
the process of performing the required transitionary impairment test of goodwill
under SFAS No.  142.  As a result of this  transitionary  impairment  test,  the
Company  expects to incur a non-cash  charge of between  $550  million  and $700
million  ($450 - $600 million,  net of tax) in the first  quarter of 2002.  This
charge will be accounted for as a change in accounting principle.

Additionally,  in  August  and  October  2001,  the FASB  issued  SFAS No.  143,
'Accounting for Asset Retirement  Obligations' and SFAS No. 144, 'Accounting for
the  Impairment or Disposal of Long-Lived  Assets,'  respectively.  SFAS No. 143
requires  the fair value of a  liability  be  recorded  for an asset  retirement
obligation  in the period in which it is incurred.  SFAS No. 144  addresses  the
accounting  and reporting for the  impairment of long-lived  assets,  other than
goodwill,  and for long-lived  assets to be disposed of.  Further,  SFAS No. 144
establishes a single accounting model for long-lived assets to be disposed of by
sale. Both SFAS No. 143 and No. 144 are effective for all fiscal years beginning
after December 15, 2001. For both SFAS No. 143 and No. 144,  management does not
expect the impact from these statements' provisions to have a material effect on
the Company's consolidated results of operations and financial position.


<PAGE>
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  following  assessment  of the  Company's  market  risks  does  not  include
uncertainties  that  are  either  nonfinancial  or   nonquantifiable,   such  as
political, economic, tax and credit risks.

Interest  Rates.  The Company's  exposure to market risk for changes in interest
rates  relates  primarily  to  the  Company's   short-term  and  long-term  debt
obligations and to the Company's investments.

The  Company's  investment  portfolio  consists  of cash  and  cash  equivalents
including  deposits in banks,  government  securities,  money market funds,  and
short-term  investments with maturities,  when acquired, of 90 days or less. The
Company is adverse to principal loss and seeks to preserve its invested funds by
placing these funds with high credit  quality  issuers.  The Company  constantly
evaluates  its  invested  funds to respond  appropriately  to a reduction in the
credit rating of any investment issuer or guarantor.

The Company's  short-term and long-term debt obligations  totaled $101.8 million
as of December 31, 2001, and the Company had $246.7 million  available under its
credit facilities. The short-term debt obligations include $0.8 million of notes
payable to former  shareholders of acquired  corporations,  which are at a fixed
rate of  interest.  The  interest  rate risk on these  notes  payable  to former
shareholders is immaterial due to the dollar amount of these obligations.

On February 12, 2001,  the Company  entered into an interest rate swap agreement
to convert certain  floating rate debt  outstanding  under the Company's  credit
facility  into fixed rate debt by fixing the base rate, as defined by the credit
facility.  The actual interest rate on the credit facility is equal to this base
rate  plus  an  additional  spread,   determined  by  the  Company's   financial
performance.  This  swap  agreement  had an  initial  notional  amount of $110.4
million as of February 12, 2001,  which amortizes to $55.7 million on January 2,
2003 in correlation with the Company's  estimate of cash flow needs. On March 2,
2001,  the Company  entered into an additional  interest rate swap  agreement to
convert an additional  $25.0 million into fixed rate debt. These agreements were
approved by the Board of Directors.  In the fourth  quarter of 2001, the Company
settled the  interest  rate swap  agreement  entered into on March 2, 2001 for a
$0.2 million  loss.  As of December 31, 2001,  the  outstanding  agreement had a
total  notional  amount of $101.0  million,  with an underlying  rate of 5.185%.
Hedging  interest  rate  exposure  through  the use of  swaps  are  specifically
contemplated to manage risk in keeping with management  policy. The Company does
not   utilize   derivatives   for   speculative   purposes.   These   swaps  are
transaction-specific  so that a specific debt instrument  determines the amount,
maturity and specifics of each swap.

The Company  prepared  sensitivity  analyses of its borrowings  under the credit
facility and its financial  instruments to determine the impact of  hypothetical
changes in interest rates on the Company's results of operations and cash flows,
and the fair value of its  financial  instruments.  The  interest-rate  analysis
assumed a 50 basis  point  adverse  change in interest  rates on all  borrowings
under the credit facility and financial instruments,  representing approximately
10% of the Company's weighted average borrowing rate. However, the interest-rate
analysis did not consider the effects of the reduced level of economic  activity
that  could  exist in such an  environment.  A 50 basis  point  adverse  move in
interest rates on the Company's outstanding borrowings under the credit facility
would have an immaterial  impact on the Company's results of operations and cash
flows.  However,  a 50 basis point adverse move in interest rates would decrease
the fair value of the Company's  interest rate swap  agreement by  approximately
$0.3 million.

Foreign currency  exchange rates.  Foreign currency exchange rate changes impact
translations of foreign denominated assets and liabilities into U.S. dollars and
future  earnings  and cash  flows from  transactions  denominated  in  different
currencies.  The Company  generated  approximately  27% of its 2001 consolidated
revenues from international operations, approximately 97% of which were from the
United Kingdom.  The exchange rate has decreased  approximately 3% in 2001, from
1.49 at December  31, 2000 to 1.45 at December 31,  2001.  The Company  prepared
sensitivity  analyses to determine the adverse impact of hypothetical changes in
the British  pound  sterling,  relative  to the U.S.  Dollar,  on the  Company's
results of operations and cash flows.  However, the analysis did not include the
potential  impact on sales levels  resulting  from a change in the British pound
sterling. An additional 10% adverse movement in the exchange rate would have had
an  immaterial  impact on the Company's  cash flows and  financial  position for
2001. While fluctuations in the British pound sterling have not historically had
a material  impact on the Company's  results of  operations,  the lower level of
earnings  resulting  from a decrease in demand for the services  provided by the
Company's  domestic  operations  have  increased  the  impact of  exchange  rate
fluctuations.  However,  the  Company  did not  hold or enter  into any  foreign
currency derivative instruments as of December 31, 2001.
<PAGE>

FACTORS WHICH MAY IMPACT FUTURE RESULTS AND FINANCIAL CONDITION

Effect of Fluctuations in the General Economy

Demand for the  Company's  business  services is  significantly  affected by the
general level of economic activity in the markets served by the Company.  During
periods of slowing  economic  activity,  companies may reduce the use of outside
consultants  and staff  augmentation  services prior to  undertaking  layoffs of
full-time  employees.  Also during such  periods,  companies  may elect to defer
installation  of new IT  systems  and  platforms  (such as  Enterprise  Resource
Planning  systems) or upgrades to existing  systems and platforms.  As a result,
any  significant or continued  economic  downturn could have a material  adverse
effect on the Company's results of operations or financial condition.

The Company may also be adversely affected by consolidations through mergers and
otherwise of major  customers or between  major  customers  with  non-customers.
These  consolidations  as well as corporate  downsizings may result in redundant
functions or services and a resulting  reduction in demand by such customers for
the Company's  services.  Also, spending for outsourced business services may be
put on hold until the consolidations are completed.

Competition

The Company's industry is intensely competitive and highly fragmented,  with few
barriers  to entry by  potential  competitors.  The  Company  faces  significant
competition in the markets that it serves and will face significant  competition
in any geographic  market that it may enter. In each market in which the Company
operates,  it competes for both clients and qualified  professionals  with other
firms  offering  similar  services.  Competition  creates an aggressive  pricing
environment and higher wage costs, which puts pressure on gross margins.

Ability to Recruit and Retain Professional Employees

The Company  depends on its ability to recruit and retain  employees who possess
the skills, experience and/or professional  certifications necessary to meet the
requirements of the Company's  clients.  Competition for individuals  possessing
the requisite  criteria is intense,  particularly in certain  specialized IT and
professional  skill areas.  The Company  often  competes with its own clients in
attracting  and retaining  qualified  personnel.  There can be no assurance that
qualified  personnel  will be available and  recruited in sufficient  numbers on
economic terms acceptable to the Company.

Ability  to  Continue  Acquisition  Strategy;   Ability  to  Integrate  Acquired
Operations

Historically,  the Company has included acquisitions are a part of the Company's
overall  growth  strategy.  Although the Company  continues to seek  acquisition
opportunities,  there  can be no  assurance  that  the  Company  will be able to
negotiate  acquisitions on economic terms  acceptable to the Company or that the
Company  will  be able  to  successfully  identify  acquisition  candidates  and
integrate all acquired operations into the Company.

Possible Changes in Governmental Regulations

From time to time, legislation is proposed in the United States Congress,  state
legislative  bodies  and by  foreign  governments  that would have the effect of
requiring  employers  to  provide  the  same or  similar  employee  benefits  to
consultants  and  other  temporary  personnel  as those  provided  to  full-time
employees.  The  enactment of such  legislation  would  eliminate one of the key
economic reasons for outsourcing certain human resources and could significantly
adversely impact the Company's staff  augmentation  business.  In addition,  the
Company's  costs could increase as a result of future laws or  regulations  that
address insurance, benefits or other employment-related matters. There can be no
assurance that the Company could  successfully  pass any such increased costs to
its clients.

Financial Covenants

The Company's  credit  facility  requires  that  specified  financial  ratios be
maintained. The Company's ability to meet these financial ratios can be affected
by events beyond its control. Failure to meet those financial ratios could allow
its  lenders  to  terminate  the credit  facility  and to  declare  all  amounts
outstanding  under those facilities to be immediately due and payable.  Further,
the Company may not be able to obtain a replacement credit facility on terms and
conditions or at interest rates as favorable as those in current agreements.

Income Tax Audits

The Company is subject to periodic  review by federal,  state,  and local taxing
authorities  in the ordinary  course of business.  During 2001,  the Company was
notified by the Internal  Revenue  Service  that  certain  prior year income tax
returns  will be  examined.  As part of this  examination,  the net tax  benefit
associated  with an  investment in a subsidiary  that the Company  recognized in
2000 of $86.3 million is also being reviewed. There can be no assurance that the
Internal  Revenue  Service will not  disallow  any or all of the tax benefit.  A
disallowance  would result in the Company  having to repay any or all of the tax
benefit to the Internal Revenue Service which may affect the Company's financial
condition and financial covenants.


<PAGE>
ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

(a) Consolidated Financial Statements: The following consolidated financial
        statements are included in this Annual Report on Form 10-K:

<TABLE>
<CAPTION>


<S>     <c>
        Report of Independent Certified Public Accountants
        Consolidated Balance Sheets at December 31, 2001 and 2000
        Consolidated Statements of Income for the years ended
           December 31, 2001, 2000, and 1999
        Consolidated Statements of Stockholders' Equity and Comprehensive Income
           for the years ended December 31, 2001, 2000, and 1999
        Consolidated Statements of Cash Flows for the years ended
           December 31, 2001, 2000, and 1999
        Notes to Consolidated Financial Statements


</TABLE>


<PAGE>


               Report of Independent Certified Public Accountants

To the Board of Directors and Stockholders of
MPS Group, Inc.


In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated  statements of income,  of stockholders'  equity and  comprehensive
income,  and of  cash  flows  present  fairly,  in all  material  respects,  the
financial position of MPS Group, Inc.  (formerly,  Modis Professional  Services,
Inc.) and its  Subsidiaries  at December  31, 2001 and 2000,  and the results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2001, in conformity  with  accounting  principles  generally
accepted in the United States of America.  These  financial  statements  are the
responsibility of the Company's management;  our responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  statements in  accordance  with  auditing  standards  generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe that our audits provide a reasonable basis for our opinion.



PricewaterhouseCoopers LLP
Jacksonville, Florida
March 20, 2002

<PAGE>
MPS Group, Inc. and Subsidiaries
Consolidated Balance Sheets


<TABLE>
<CAPTION>
                                                                                      DECEMBER 31,      DECEMBER 31,
(dollar amounts in thousands except per share amounts)                                   2001               2000
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>            <C>
ASSETS
Current assets:
   Cash and cash equivalents                                                          $    49,208      $      5,013
   Accounts receivable, net of allowance of $19,533 and $19,433                           227,069           340,827
   Prepaid expenses                                                                         6,444             9,404
   Deferred income taxes                                                                    5,873             6,687
   Other                                                                                   12,102            10,376
                                                                                     ----------------------------------
      Total current assets                                                                300,696           372,307
Furniture, equipment, and leasehold improvements, net                                      48,742            55,711
Goodwill, net                                                                           1,165,961         1,199,849
Other assets, net                                                                          28,223            25,693
                                                                                     ----------------------------------
    Total assets                                                                      $ 1,543,622      $  1,653,560
                                                                                     ==================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Notes payable                                                                      $       757      $     24,719
   Accounts payable and accrued expenses                                                   48,450            50,648
   Accrued payroll and related taxes                                                       39,524            41,540
   Income taxes payable                                                                     7,243             7,012
                                                                                     ----------------------------------
     Total current liabilities                                                             95,974           123,919
Notes payable, long-term portion                                                          101,000           194,000
Deferred income taxes                                                                      22,214            28,584
Other                                                                                      13,623             3,839
                                                                                     ----------------------------------
     Total liabilities                                                                    232,811           350,342
                                                                                     ----------------------------------
Commitments and contingencies (Notes 3, 4, 6, and 7) Stockholders' equity:
   Preferred stock, $.01 par value; 10,000,000 shares authorized;
      no shares issued and outstanding                                                          -                 -
   Common stock, $.01 par value; 400,000,000 shares authorized;
      98,306,783 and 96,796,217 shares issued and outstanding, respectively                   983               968
   Additional contributed capital                                                         594,061           587,854
   Retained earnings                                                                      730,085           721,742
   Accumulated other comprehensive loss                                                    (9,400)           (6,945)
   Deferred stock compensation                                                             (4,918)             (401)
                                                                                     ----------------------------------
     Total stockholders' equity                                                         1,310,811         1,303,218
                                                                                     ----------------------------------
     Total liabilities and stockholders' equity                                       $ 1,543,622      $  1,653,560
                                                                                     ==================================
</TABLE>

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

<PAGE>


MPS Group, Inc. and Subsidiaries
Consolidated Statements of Income


<TABLE>
<CAPTION>
                                                                               Years Ended December 31,
                                                                      ------------------------------------------
(dollar amounts in thousands except per share amounts)                      2001          2000            1999
- ----------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>            <C>            <C>
Revenue                                                               $  1,548,489   $  1,827,686   $  1,941,649
Cost of revenue                                                          1,127,444      1,296,834      1,415,901
                                                                      ------------------------------------------
   Gross profit                                                            421,045        530,852        525,748
                                                                      ------------------------------------------
Operating expenses:
   General and administrative                                              336,577        386,327        318,593
   Depreciation                                                             21,724         16,852         13,727
   Amortization of goodwill                                                 38,398         37,029         31,466
   Restructuring recapture                                                       -           (753)        (3,250)
   Asset impairment related to sale of discontinued operations                   -         13,122         25,000
                                                                      ------------------------------------------
      Total operating expenses                                             396,699        452,577        385,536
                                                                      ------------------------------------------
Income from operations                                                      24,346         78,275        140,212
Other expense, net                                                           9,199         21,621          7,794
                                                                      ------------------------------------------
Income from continuing operations before income taxes                       15,147         56,654        132,418
Provision (benefit) for income taxes                                         6,804        (63,099)        50,283
                                                                      ------------------------------------------
Income from continuing operations                                            8,343        119,753         82,135
Gain on sale of discontinued operations                                          -              -         14,955
                                                                      ------------------------------------------
Net income                                                            $      8,343   $    119,753   $     97,090
                                                                      ==========================================
Basic income per common share from continuing operations              $       0.09   $       1.24   $       0.85
                                                                      ==========================================
Basic income per common share from gain on sale of
   discontinued operations                                            $          -   $          -   $       0.16
                                                                      ==========================================
Basic net income per common share                                     $       0.09   $       1.24   $       1.01
                                                                      ==========================================
Average common shares outstanding, basic                                    97,868         96,675         96,268
                                                                      ==========================================
Diluted income per common share from continuing operations            $       0.08   $       1.23   $       0.85
                                                                      ==========================================
Diluted income per common share from gain on sale of
   discontinued operations                                            $          -   $          -   $       0.15
                                                                      ==========================================
Diluted net income per common share                                   $       0.08   $       1.23   $       1.00
                                                                      ==========================================
Average common shares outstanding, diluted                                  98,178         97,539         97,110
                                                                      ==========================================

</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>


MPS Group, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity and Comprehensive Income

<TABLE>
<CAPTION>
                                                                                      Accumulated
                                                                                         Other
                                                   Common       Additional           Comprehensive    Deferred
(dollar amounts in thousands                       Stock       Contributed  Retained     Income        Stock
except per share amounts)                      Shares   Amount   Capital    Earnings     (Loss)     Compensation  Total
-------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>          <C>     <C>         <C>         <C>        <C>       <C>

Balance, December 31, 1998                 96,579,673   $  966  $ 563,725    $504,899    $   520    $     -   $1,070,110
Comprehensive income:
   Net income                                       -        -          -      97,090          -          -
   Foreign currency translation                     -        -          -           -     (3,512)         -
Total comprehensive income                          -        -          -           -          -          -       93,578
Repurchase of common stock, net              (615,687)      (6)    11,877           -          -          -       11,871
Exercise of stock options and related
   tax benefit                                352,634        3      6,953           -          -          -        6,956
                                           ------------------------------------------------------------------------------
Balance, December 31, 1999                 96,316,620      963    582,555     601,989     (2,992)         -    1,182,515
Comprehensive income:
   Net income                                       -        -          -     119,753          -          -
   Foreign currency translation                     -        -          -           -     (3,953)         -
Total comprehensive income                          -        -          -           -          -          -      115,800
Exercise of stock options and related
   tax benefit                                379,597        4      4,875           -          -          -        4,879
Issuance of restricted stock                  100,000        1        424           -          -       (425)           -
Vesting of restricted stock                         -        -          -           -          -         24           24
                                           ------------------------------------------------------------------------------
Balance, December 31, 2000                 96,716,217      968    587,854     721,742     (6,945)      (401)   1,303,218
Comprehensive income:
   Net income                                       -        -          -       8,343          -          -
   Foreign currency translation                     -        -          -           -     (9,132)         -
   Foreign currency translation, tax benefit        -        -          -           -      8,185          -
   Derivative instruments, net of
      related tax benefit                           -        -          -           -     (1,508)         -
Total comprehensive income                          -        -          -           -          -          -        5,888
Exercise of stock options and related
   tax benefit                                150,566        1        373           -          -          -          374
Issuance of restricted stock                1,360,000       14      5,834           -          -     (5,848)           -
Vesting of restricted stock                         -        -          -           -          -      1,331        1,331
                                           ------------------------------------------------------------------------------
Balance, December 31, 2001                 98,306,783   $  983  $ 594,061    $730,085    $(9,400)   $(4,918)  $1,310,811
                                           ==============================================================================

</TABLE>


SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>


MPS Group, Inc. and Subsidiaries
Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>
                                                                             Years Ended December 31,
                                                                    ------------------------------------------
(dollar amounts in thousands except for per share amounts)               2001          2000           1999
--------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>             <C>            <C>
Cash flows from operating activities:
   Income from continuing operations                                $    8,343      $ 119,753      $   82,135
   Adjustments to income from continuing operations to net
    cash provided by operating activities:
       Restructuring recapture                                               -           (753)         (3,250)
       Asset write-down related to sale of discontinued operations           -         13,122          25,000
       Depreciation                                                     21,724         16,852          13,727
       Amortization of goodwill                                         38,398         37,029          31,466
       Deferred income taxes                                             3,553          4,422          21,487
       Deferred compensation                                             1,331             24               -
       Changes in assets and liabilities:
         Accounts receivable                                           111,238        (13,994)          1,316
         Prepaid expenses and other assets                               3,073          6,805          (5,806)
         Accounts payable and accrued expenses                              (2)        12,802         (82,811)
         Accrued payroll and related taxes                              (1,851)        (3,401)         (9,523)
         Other, net                                                     (2,216)            54           1,918
                                                                    -----------------------------------------
           Net cash provided by operating activities                   183,591        192,715          75,659
                                                                    -----------------------------------------
Cash flows from investing activities:
   Advances associated with sale of discontinued operations,
     net of repayments                                                       -            (10)        (19,205)
   Income taxes and other cash expenses related to sale of net
     assets of discontinued Commercial operations
     and Teleservices division                                               -              -        (191,409)
   Purchase of furniture, equipment, and leasehold
     improvements, net of disposals                                    (14,814)       (25,150)        (21,234)
   Purchase of businesses, including additional earn-outs on
     acquisitions, net of cash acquired and businesses sold               (509)      (123,623)       (160,663)
                                                                    -----------------------------------------
           Net cash used in investing activities                       (15,323)      (148,783)       (392,511)
                                                                    -----------------------------------------
Cash flows from financing activities:
   Refunds of common stock                                                   -              -          11,871
   Proceeds from stock options exercised                                   373          4,880           3,952
   Borrowings on indebtedness                                            2,000        543,000         602,000
   Repayments on indebtedness                                         (118,962)      (595,284)       (394,789)
                                                                    -----------------------------------------
           Net cash (used in) provided by financing activities        (116,589)       (47,404)        223,034
                                                                    -----------------------------------------
Effect of exchange rate changes on cash and cash equivalents            (7,484)           (41)         (3,472)
                                                                    -----------------------------------------
Net increase (decrease) in cash and cash equivalents                    44,195         (3,513)        (97,290)

Cash and cash equivalents, beginning of year                             5,013          8,526         105,816
                                                                    -----------------------------------------
Cash and cash equivalents, end of year                              $   49,208     $    5,013      $    8,526
                                                                    =========================================
</TABLE>


SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

<PAGE>




<TABLE>
<CAPTION>
                                                                               Years Ended December 31,
(dollar amounts in thousands except for per share amounts)                 2001           2000           1999
------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>            <C>            <C>
SUPPLEMENTAL CASH FLOW INFORMATION
   Interest paid                                                      $    12,711    $     22,112   $     12,631
   Income taxes paid                                                       13,873          11,586        179,624




NON-CASH INVESTING AND FINANCING ACTIVITIES

During 2000 and 1999, the Company completed numerous acquisitions. In connection
with the acquisitions, liabilities were assumed as follows:

                                                                                        Years Ended December 31,
                                                                                          2000           1999
------------------------------------------------------------------------------------------------------------------


   Fair value of assets acquired                                                     $    73,344    $     89,217
   Cash paid                                                                             (63,550)        (72,223)
                                                                                       ----------     -----------
   Liabilities assumed                                                               $     9,794    $     16,994
                                                                                       ==========     ===========




</TABLE>

<PAGE>
1.   DESCRIPTION OF BUSINESS

     MPS  Group,  Inc.  ('MPS' or the  'Company')  (NYSE:MPS)  helps its  client
companies  thrive by  delivering  a unique  mix of  consulting,  solutions,  and
staffing services in the disciplines of information technology (IT), finance and
accounting, legal, e-Business, human capital automation,  engineering, executive
search, and work force management.

     Effective January 1, 2002, the Company completed its name change from Modis
Professional  Services,  Inc. to MPS Group, Inc. The name change was approved by
shareholders at a special meeting held in October 2001.

     MPS consists of three divisions:  the professional  services division;  the
e-Business solutions division,  operating under the brand Idea Integration;  and
the IT services division, operating under the brand Modis.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

     The consolidated  financial  statements include the accounts of the Company
and its wholly owned subsidiaries.  All material intercompany  transactions have
been eliminated in the accompanying consolidated financial statements.

Cash and Cash Equivalents

     Cash and cash equivalents include deposits in banks, government securities,
money market funds, and short-term  investments with maturities,  when acquired,
of 90 days or less.

Furniture, Equipment, and Leasehold Improvements

     Furniture,  equipment, and leasehold improvements are recorded at cost less
accumulated  depreciation  and  amortization.   Depreciation  of  furniture  and
equipment is computed using the  straight-line  method over the estimated useful
lives of the assets.  The Company has developed a proprietary  software  package
which allows the Company to implement imaging,  time capture, and data-warehouse
reporting.  The  costs  associated  with  the  development  of this  proprietary
software package have been capitalized, and are being amortized over a five-year
period.  For a further  discussion,  see Note 14 to the  Consolidated  Financial
Statements.

     The Company evaluates the  recoverability of its carrying value of property
and  equipment  whenever  events or changes in  circumstances  indicate that the
carrying amount may not be recoverable. Carrying value write-downs and gains and
losses on  disposition  of property and  equipment are reflected in 'Income from
operations.'

Goodwill

     The  Company  has  allocated  the  purchase  price  of  acquired  companies
according to the fair market value of the assets acquired.  Goodwill  represents
the excess of the cost over the fair value of the net tangible and  identifiable
intangible assets acquired through these acquisitions,  including any contingent
consideration  paid  (as  discussed  in  Note  3 to the  Consolidated  Financial
Statements),  and is being  amortized  on a  straight-line  basis  over  periods
ranging from 15 to 40 years,  with an average  amortization  period of 35 years.
Management  periodically  reviews  the  potential  impairment  of goodwill on an
undiscounted cash flow basis to assess  recoverability.  If the estimated future
cash flows are  projected to be less than the  carrying  amount,  an  impairment
write-down to fair value  (representing the carrying amount of the goodwill that
exceeds the discounted expected future cash flows) would be recorded as a period
expense.  Accumulated  amortization was $160,037 and $121,639 as of December 31,
2001 and 2000, respectively.

     In December 2001,  the Company sold the assets of its scientific  operating
unit, which operated under the brand of Scientific Staffing, to Kforce, Inc. for
consideration  including  $3.5 million in cash and the assets of Kforce,  Inc.'s
legal operating unit. There was no gain or loss on the transaction.

Revenue Recognition

     The Company recognizes  revenue at the time services are provided.  In most
cases,  the consultant is the Company's  employee and all costs of employing the
worker  are  the  responsibility  of the  Company  and are  included  in cost of
revenue.  Revenues  generated when the Company  permanently places an individual
with a client are recorded at the time of placement less a reserve for employees
not expected to meet the probationary  period. The Company,  to a lesser extent,
is also  involved in fixed price  engagements  whereby  revenues are  recognized
under the percentage-of-completion method of accounting.
<PAGE>
Foreign Operations

     The financial  position and  operating  results of foreign  operations  are
consolidated  using  the  local  currency  as  the  functional  currency.  These
operating  results  are  considered  to  be  permanently   invested  in  foreign
operations.  Local currency assets and liabilities are translated at the rate of
exchange to the U.S.  dollar on the balance sheet date,  and the local  currency
revenues and expenses are  translated  at average  rates of exchange to the U.S.
dollar during the period.

Stock-Based Compensation

     The Company measures  compensation  expense for employee and director stock
options as the aggregate difference between the market value of its common stock
and  exercise  prices of the  options on the date that both the number of shares
the  grantee  is  entitled  to  receive  and  the  exercise  prices  are  known.
Compensation  expense  associated with  restricted  stock grants is equal to the
market  value of the shares on the date of grant and is  recorded  pro rata over
the required holding period. Pro forma information relating to the fair value of
stock-based  compensation is presented in Note 9 to the  Consolidated  Financial
Statements.

Derivative Instruments and Hedging Activities

     In the first quarter of 2001,  the Company  adopted  Statement of Financial
Accounting  Standards ('SFAS') No. 133,  'Accounting for Derivative  Instruments
and Hedging  Activities'.  The  adoption of SFAS No. 133 did not have an initial
impact on the Company as the Company did not hold any derivatives prior to 2001.
SFAS No. 133 requires that an entity  recognize all  derivative  instruments  as
either assets or liabilities in the statement of financial  position and measure
those instruments at fair value. If certain conditions are met, a derivative may
be specifically  designated as a hedge. The accounting for changes in fair value
of a  derivative  accounted  for as a hedge  depends on the  intended use of the
derivative and the resulting  designation of the hedged  exposure.  Depending on
how the hedge is used and the  designation,  the gain or loss due to  changes in
fair value is reported either in earnings or in other comprehensive income.

Income Taxes

     The  provision for income taxes is based on income before taxes as reported
in the accompanying  Consolidated  Statements of Income. Deferred tax assets and
liabilities  are recognized for the expected  future tax  consequences of events
that have been included in the financial  statements or tax returns.  Under this
method,  deferred  tax  assets  and  liabilities  are  determined  based  on the
differences  between the financial  statement carrying amounts and the tax basis
of assets  and  liabilities  using  enacted  tax rates in effect for the year in
which the  differences  are  expected to reverse.  An  assessment  is made as to
whether or not a valuation  allowance is required to offset deferred tax assets.
This assessment includes anticipating future income.

     During  2000,  the  Company  recognized  a tax  benefit  of  $99.7  million
associated  with an investment  in a subsidiary.  This tax benefit was partially
offset by a $13.4 million valuation  allowance.  For a further  discussion,  see
Note 7 to the Consolidated Financial Statements.

Net Income per Common Share

     The  consolidated  financial  statements  include 'basic' and 'diluted' per
share  information.  Basic per share  information  is calculated by dividing net
income by the weighted average number of shares  outstanding.  Diluted per share
information  is calculated by also  considering  the impact of potential  common
stock on both net income and the weighted average number of shares  outstanding.
The  weighted  average  number of shares  used in the basic  earnings  per share
computations were 97.9 million, 96.7 million, and 96.3 million in 2001, 2000 and
1999, respectively.  The only difference in the computation of basic and diluted
earnings per share is the inclusion of 0.3 million, 0.9 million, and 0.8 million
potential common shares in 2001, 2000 and 1999, respectively. See Note 10 to the
Consolidated Financial Statements.

Pervasiveness of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  reported  amount of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period.  Although  management  believes  these  estimates  and  assumptions  are
adequate, actual results may differ from the estimates and assumptions used.

Reclassifications

     Certain  amounts have been  reclassified in 1999 and 2000 to conform to the
2001 presentation.
<PAGE>
Recent Accounting Pronouncements

     In July 2001, the Financial  Accounting  Standards  Board  ('FASB')  issued
Statements  of  Financial  Accounting  Standards  ('SFAS')  No.  141,  'Business
Combinations' and No. 142, 'Goodwill and Other Intangible  Assets.' SFAS No. 141
and SFAS No. 142  establish  accounting  and  reporting  standards  for business
combinations  and for goodwill and  intangible  assets  resulting  from business
combinations,   respectively.   SFAS   No.   141   prohibits   the  use  of  the
pooling-of-interests  method of accounting for business combinations and applies
to all  business  combinations  initiated  after  June 30,  2001.  SFAS No.  142
discontinues the periodic amortization of goodwill (and intangible assets deemed
to have  indefinite  lives)  and  requires  impairment  to be  tested  annually.
Further,  SFAS No. 142  replaces  the  measurement  guidelines  for  impairment,
whereby goodwill not considered  impaired under previous  accounting  literature
may be considered impaired under SFAS No. 142. SFAS No. 142 is effective for all
fiscal  years   beginning  after  December  15,  2001,  and  cannot  be  applied
retroactively.  SFAS No.  142 is to be  applied  to all  recorded  goodwill  and
intangible assets as of the date of adoption.

The Company has applied  SFAS No. 142 for the  accounting  of goodwill and other
intangible assets beginning January 1, 2002. Application of the non-amortization
provisions  of SFAS No. 142 is expected to increase  income from  operations  by
approximately  $40 million per year.  Additionally,  the Company is currently in
the process of performing the required transitionary impairment test of goodwill
under SFAS No.  142.  As a result of this  transitionary  impairment  test,  the
Company  expects to incur a non-cash  charge of between  $550  million  and $700
million  ($450 - $600 million,  net of tax) in the first  quarter of 2002.  This
charge will be accounted for as a change in accounting principle.

     Additionally,  in August and  October  2001,  the FASB issued SFAS No. 143,
'Accounting for Asset Retirement  Obligations' and SFAS No. 144, 'Accounting for
the  Impairment or Disposal of Long-Lived  Assets,'  respectively.  SFAS No. 143
requires  the fair value of a  liability  be  recorded  for an asset  retirement
obligation  in the period in which it is incurred.  SFAS No. 144  addresses  the
accounting  and reporting for the  impairment of long-lived  assets,  other than
goodwill,  and for long-lived  assets to be disposed of.  Further,  SFAS No. 144
establishes a single accounting model for long-lived assets to be disposed of by
sale. Both SFAS No. 143 and No. 144 are effective for all fiscal years beginning
after December 15, 2001. For both SFAS No. 143 and No. 144,  management does not
expect the impact from these statements' provisions to have a material effect on
the Company's consolidated results of operations and financial position.

<PAGE>
3.  ACQUISITIONS

     During 2000 and 1999, all  acquisitions  made by the Company were accounted
for under the  purchase  method of  accounting.  The Company has  allocated  the
purchase  price  according  to the fair  value  of the  assets  acquired  in the
acquisitions.  The  excess  of the  purchase  price,  including  any  contingent
consideration  paid,  over  the  fair  value of the  tangible  and  identifiable
intangible  assets (goodwill) is being amortized on a straight line basis over a
period  of 40  years  for all  acquisitions  in 2000  and  1999.  Because  these
acquisitions did not have a material effect on results of operations,  pro forma
information has not been shown.

For the Year Ended December 31, 2000

     The Company acquired the following companies during the year ended December
31, 2000: Catapult  Technology,  Inc.; Brahma Software  Solutions,  Inc.; Brahma
Technolutions,  Inc.; T1 Design,  Inc.; Red Eye Digital Media,  LLC; ITIC, Inc.;
Integral  Results,  Inc.; G.B.  Roberts & Associates,  Inc. d/b/a Ramworks;  and
Corporate  Consulting  Services,  Inc.  Purchase  consideration  for these  2000
acquisitions  totaled $70,940,  comprised of $63,550 in cash and $7,390 in notes
payable to former stockholders.

For the Year Ended December 31, 1999

     The Company acquired the following companies during the year ended December
31, 1999:  Consulting  Solutions,  Inc.;  Brenda  Pejovich &  Associates,  Inc.;
Intelligent   Solutions,   Ltd.;   Zeal,   Inc.;  UTEK,  Inc.;  Data  Management
Consultants,  Inc.; Open Management Systems,  Inc.; and Forsythe,  Inc. Purchase
consideration for these 1999 acquisitions totaled $94,293,  comprised of $83,666
in  cash  and  $10,627  in  notes  payable  to  former  stockholders.   Purchase
consideration includes consideration paid after closing based on the increase in
earnings before interest and taxes ('EBIT'), as defined (earn-outs). The sellers
for the  aforementioned  1999  acquisitions  are not entitled to any  additional
purchase consideration.


Earn-Out Payments

     Prior  to  January  1,  2002,  the  Company  was  obligated  under  certain
acquisition  agreements to make earn-out payments to former stockholders of some
of the aforementioned acquired companies accounted for under the purchase method
of  accounting  upon  attainment  of certain  earnings  targets of the  acquired
companies.  The  agreements  do  not  specify  a  fixed  payment  of  contingent
consideration  to be issued;  however,  the  Company  has  limited  its  maximum
exposure under some earn-out agreements to a cap which is negotiated at the time
of acquisition.

     The Company  recorded  these  payments as goodwill in accordance  with EITF
95-8,  'Accounting for Contingent  Consideration  Paid to the Shareholders of an
Acquired   Enterprise  in  a  Purchase   Business   Combination',   rather  than
compensation  expense.  Earn-outs are utilized by the Company to supplement  the
partial  consideration  initially  paid  to the  stockholders  of  the  acquired
companies,  if certain earnings targets are achieved.  All earn-out payments are
tied to the  ownership  interests  of the selling  stockholders  of the acquired
companies  rather than being  contingent  upon any further  employment  with the
Company.  Any former  owners who remain as  employees  of the Company  receive a
compensation  package which is  comparable to other  employees of the Company at
the same level of responsibility.

     The Company has accrued contingent payments related to earn-out obligations
in Accounts payable and accrued expenses of $1.1 million and $41.0 million as of
December 31, 2000 and 1999,  respectively.  These  accrued  contingent  payments
represent  the  liabilities  related  to  earn-out  payments  that  are  readily
determinable,  as a  result  of  resolved  and  issuable  earn-outs,  as of  the
respective fiscal year ends. The Company applies the relevant profits related to
the earn-out  period to the earn-out  formula,  and determines  the  appropriate
amount to accrue.  There is no accrued  contingent  payments related to earn-out
obligations  as of  December  31,  2001  as  currently,  there  are no  earn-out
agreements that extend beyond 2001 for any of the acquired companies.

<PAGE>
4.  NOTES PAYABLE
Notes payable at December 31, 2001 and 2000 consisted of the following:
<TABLE>
<CAPTION>
                                                                                          2001            2000
----------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>            <C>
Credit facilities (weighted average interest rate of 5.8% - See Note 5
   to the Consolidated Financial Statements for a discussion of the
   interest rate)                                                                    $   101,000    $    194,000
Notes payable to former shareholders of acquired companies (interest
   ranging from 5.0% to 7.0%)                                                                757          24,719
                                                                                     ---------------------------
                                                                                         101,757         218,719
Current portion of notes payable                                                             757          24,719
                                                                                     ---------------------------
Long-term portion of notes payable                                                   $   101,000    $    194,000
                                                                                     ===========================
</TABLE>

     The  Company  has  a  $350  million  revolving  credit  facility  which  is
syndicated to a group of 13 banks with Bank of America,  as the principal agent.
This facility expires on October 27, 2003. The credit facility  contains certain
financial and  non-financial  covenants  relating to the  Company's  operations,
including maintaining certain financial ratios. Repayment of the credit facility
is guaranteed by the material subsidiaries of the Company. In addition, approval
is required by the  majority of the lenders  when the cash  consideration  of an
individual  acquisition exceeds 10% of consolidated  stockholders' equity of the
Company.  On October 24, 2001,  the Company  elected not to renew the additional
$50 million 364 day credit  facility so as to more closely  align its  borrowing
capacity to its anticipated funding needs. The election not to renew reduced the
overall  credit  commitment  to the Company to $350 million at December 31, 2001
from $400 million at December  31,  2000.  The Company  incurred  certain  costs
directly related to obtaining the credit facility in the amount of approximately
$2.4 million. These costs have been capitalized and are being amortized over the
life of the credit facility.

     Maturities of notes payable are as follows for the fiscal years  subsequent
to December 31, 2001:

<TABLE>
<CAPTION>

Fiscal year
- ------------------------------------
<S>                         <C>
2002                        $    757
2003                         101,000
                            --------
                            $101,757
                            ========
</TABLE>


5.   DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

     In 2001,  the Company has engaged in  derivatives  classified  as cash flow
hedges.  Accordingly,  changes in the fair value of these hedges are recorded in
'Accumulated  other  comprehensive  loss'  on the  balance  sheet.  The  Company
formally  documents all relations  between  hedging  instruments  and the hedged
items,  as well as its  risk-management  objectives and strategy for undertaking
hedging transactions. The Company formally assesses whether the derivatives that
are used in hedging  transactions are highly effective in offsetting  changes in
cash flows of the hedged items. The  non-effective  portions of these hedges are
recorded as a component of current earnings.

     The  Company  is  currently  a party to and in the  future  may enter  into
interest  rate swap  agreements  in the normal  course of business to manage and
reduce the risk  inherent  in interest  rate  fluctuations.  Interest  rate swap
agreements  are  considered  hedges  of  specific  borrowings,  and  differences
received  under the swap  agreements  are  recognized as adjustments to interest
expense.  On February 12, 2001,  the Company  entered into an interest rate swap
agreement to convert certain floating rate debt outstanding  under the Company's
credit  facility into fixed rate debt by fixing the base rate, as defined by the
credit  facility.  The actual  interest rate on the credit  facility is equal to
this base rate plus an additional spread,  determined by the Company's financial
performance.  This agreement had an initial notional amount of $110.4 million as
of February 12,  2001,  which  amortizes to $55.7  million on January 2, 2003 in
correlation  with the Company's  estimate of cash flow needs.  On March 2, 2001,
the Company  entered into an additional  interest rate swap agreement to convert
an additional $25.0 million into fixed rate debt. These agreements were approved
by the Board of Directors.  In the fourth quarter of 2001,  the Company  settled
the  interest  rate  swap  agreement  entered  into on March 2,  2001 for a $0.2
million loss.  As of December 31, 2001,  the  outstanding  agreement had a total
notional amount of $100.7 million, with an underlying rate of 5.185%.

     Hedging  interest rate exposure  through the use of swaps are  specifically
contemplated to manage risk in keeping with management  policy. The Company does
not   utilize   derivatives   for   speculative   purposes.   These   swaps  are
transaction-specific  so that a specific debt instrument  determines the amount,
maturity and specifics of each swap.


6.  COMMITMENTS AND CONTINGENCIES

Leases

     The Company  leases  office  space under  various  noncancelable  operating
leases.  The following is a schedule of future minimum lease payments with terms
in excess of one year:

<TABLE>
<CAPTION>

Year
-------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>
2002                                                                                           $ 18,387
2003                                                                                             16,125
2004                                                                                             12,923
2005                                                                                              9,036
2006                                                                                              3,195
Thereafter                                                                                        5,998
                                                                                               --------
                                                                                               $ 65,664
                                                                                               ========
</TABLE>

     Total  rent  expense  for 2001,  2000, and 1999 was  $28,228,  $25,823, and
$21,727, respectively.

Litigation

     The  Company is a party to a number of lawsuits  and claims  arising out of
the ordinary conduct of its business. In the opinion of management, based on the
advice of in-house and external legal  counsel,  the lawsuits and claims pending
are not likely to have a material  adverse effect on the Company,  its financial
position, its results of operations, or its cash flows.
<PAGE>


7.    INCOME TAXES

     A  comparative  analysis of the  provision  (benefit) for income taxes from
continuing operations is as follows:

<TABLE>
<CAPTION>

                              2001         2000         1999
--------------------------------------------------------------
<S>                       <C>        <C>            <C>
Current:
   Federal                $  (2,273) $  (76,659)    $  17,210
   State                      1,657       2,945           903
   Foreign                    3,867       6,193        10,683
                          ------------------------------------
                              3,251     (67,521)       28,796
                          ------------------------------------
Deferred:
   Federal                   11,604       3,220        15,981
   State                      3,080      (3,032)        1,696
   Foreign                  (11,131)      4,234         3,810
                          ------------------------------------
                              3,553       4,422        21,487
                          ------------------------------------
                          $   6,804  $  (63,099)    $  50,283
                          ====================================
</TABLE>


     The  difference  between  the  actual  income  tax  provision  and  the tax
provision  computed by applying the statutory  federal income tax rate to income
from continuing  operations before provision for income taxes is attributable to
the following:

<TABLE>
<CAPTION>

                                                           2001                   2000                    1999
                                                         -------------------------------------------------------------------
                                                          AMOUNT   PERCENTAGE    AMOUNT   PERCENTAGE     AMOUNT  PERCENTAGE
----------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>           <C>      <C>           <C>      <C>          <C>
Tax computed using the federal statutory rate             $    5,301    35.0%   $  19,829     35.0%    $  46,346     35.0%
State income taxes, net of federal income tax effect           4,737    31.3          (87)    (0.1)        2,599      2.0
Non-deductible goodwill                                        3,187    21.0        2,957      5.2         2,628      2.0
Foreign tax credit carryforward                                  525     3.5       13,378     23.6             -        -
Investment in subsidiary                                           -       -      (99,705)  (176.0)            -        -
Reorganization of subsidiary                                  (7,909)  (52.2)           -        -             -        -
Other permanent differences                                      963     6.3          529      0.9        (1,290)    (1.0)
                                                         -------------------------------------------------------------------
                                                          $    6,804    44.9%   $ (63,099)  (111.4)%   $  50,283     38.0%
                                                         ===================================================================
</TABLE>


     The components of the deferred tax assets and  liabilities  recorded in the
accompanying consolidated balance sheets are as follows:
<PAGE>
<TABLE>
<CAPTION>

                                                                                          2001            2000
------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>            <C>
Gross deferred tax assets:
   Self-insurance reserves                                                           $   2,003     $      2,185
   Allowance for doubtful accounts receivable                                            5,968            4,904
   Foreign tax credit carryforward                                                      21,389           22,356
   Net operating loss carryforward                                                      17,734            4,440
   Other                                                                                 6,083            4,803
                                                                                     ---------------------------
    Total gross deferred tax assets                                                     53,177           38,688
                                                                                     ---------------------------
    Valuation allowance                                                                (16,303)         (13,378)
                                                                                     ---------------------------
      Total gross deferred tax assets, net of valuation allowance                       36,874           25,310
                                                                                     ---------------------------

Gross deferred tax liabilities:
   Amortization of goodwill                                                            (44,558)         (44,643)
   Other                                                                                (8,657)          (2,564)
                                                                                     ---------------------------
      Total gross deferred tax liabilities                                             (53,215)         (47,207)
                                                                                     ---------------------------
      Net deferred tax liability                                                     $ (16,341)    $    (21,897)
                                                                                     ===========================
</TABLE>

     Recognition of deferred tax assets is based on management's  belief that it
is  more  likely  than  not  that  the tax  benefit  associated  with  temporary
differences,  operating loss  carryforwards and tax credits will be utilized.  A
valuation  allowance is recorded  for those  deferred tax assets for which it is
more likely than not that realization will not occur.

     The  Company  has  recognized  a deferred  tax asset of $12,275  for a 2001
federal net operating loss carryforward.  On March 9, 2002, the Job Creation and
Worker  Assistance  Act of 2002 was signed into law, which allows a 2001 federal
net operating loss to be carried back five years instead of two years.  This new
law converted the 2001 federal net operating  loss  carryforward  into a federal
net operating  loss that will be fully  absorbed  within the five year carryback
period.

     The  Company's  valuation  allowance  at December  31,  2001,  consisted of
$13,903 in foreign tax credit  carryforwards  and $2,400 in state net  operating
loss  carryforwards.  The  valuation  allowance at December 31, 2000,  consisted
entirely of foreign tax credit carryforwards.

     In addition to deferred tax expense,  the Company's  deferred tax liability
changed  in 2001 for the tax effect of certain  adjustments  recorded  in equity
that reduced the Company's deferred tax liability.  These adjustments are $8,185
for foreign currency and $924 for derivative instruments.

     The  Company is  subject to  periodic  review by  federal,  state and local
taxing authorities in the ordinary course of business.  During 2001, the Company
was notified by the Internal  Revenue Service that certain prior year income tax
returns  will  be  examined.  As  part of  this  examination,  the  tax  benefit
associated  with an  investment in a subsidiary  that the Company  recognized in
2000 is also being  reviewed.  The impact or adjustment,  if any, as a result of
this examination cannot be reasonably estimated at this time.


8.  EMPLOYEE BENEFIT PLANS

Profit Sharing Plans

     The Company has a qualified  contributory  401(k) profit sharing plan which
covers  all  full-time  employees  over  age  twenty-one  with  over  90 days of
employment and 375 hours of service. The Company made matching  contributions of
approximately  $7,105,  $7,037,  and $6,883,  net of forfeitures,  to the profit
sharing  plan for 2001,  2000, and 1999, respectively.  The  Company  also has a
non-qualified  deferred compensation plan for its highly compensated  employees.
The non-qualified  deferred compensation plan does not provide for any matching,
either  discretionary or formula-based,  by the Company. The Company invests the
assets of the deferred compensation plan based on investment  allocations of the
employee.

     The Company has assumed  many 401(k) plans of acquired  subsidiaries.  From
time to time, the Company merges these plans into the Company's  plan.  Pursuant
to the terms of the various profit sharing plans,  the Company will match 50% of
employee  contributions  up to the first 5% of total eligible  compensation,  as
defined.  Company  contributions  relating to these merged plans are included in
the aforementioned total.

<PAGE>
9.  STOCKHOLDERS' EQUITY

Stock Repurchase Plan

     In 1998, the Company's Board of Directors  authorized  repurchases of up to
$310.0  million  of the  Company's  common  stock  pursuant  to a share  buyback
program.  As of December 31,  1998,  the Company had  repurchased  approximately
21,751,000  shares  under the share  buyback  program.  Included  in the  shares
repurchased  as  of  December  31,  1998  were  approximately  6,150,000  shares
repurchased under an accelerated  stock  acquisition plan ('ASAP').  The Company
entered  into the ASAP with an  investment  bank that agreed to sell the Company
shares at a certain cost.  The  investment  bank borrowed  these shares from its
customers and was required to enter into market transactions, subject to Company
approval, and purchase shares to return to its customers. The Company,  pursuant
to the agreement,  agreed to compensate the investment bank for any increases in
the Company's  stock price that would cause the investment bank to pay an amount
to purchase the stock over the ASAP price.  Conversely,  the Company  received a
refund in the purchase  price if the  Company's  stock price fell below the ASAP
price.  Subsequent to 1998, the Company used refunded  proceeds from the ASAP to
complete the program during 1999, with the repurchase of  approximately  597,000
shares, bringing the total shares repurchased under the program to approximately
22,348,000 shares. All of these shares were retired upon purchase.

     On  November 4, 1999,  the  Company's  Board of  Directors  authorized  the
repurchase of up to $65.0 million of the Company's  common stock. As of December
31, 2001, no shares have been repurchased under this authorization.


Incentive Employee Stock Plans

     During  1993,  the Board of  Directors  approved the 1993 Stock Option Plan
(the 1993 Plan) which  provided  for the granting of options for the purchase of
up to an aggregate of 2,400,000 shares of common stock to key employees.

     Under the 1993 Plan,  the Stock Option  Committee  (the  Committee)  of the
Board of Directors has the discretion to award stock options, stock appreciation
rights  (SARS) or  restricted  stock  options or  non-qualified  options and the
option price shall be established by the Committee.  Incentive stock options may
be granted at an exercise  price not less than 100% of the fair value of a share
on the effective date of the grant and  non-qualified  options may be granted at
an exercise  price not less than 50% of the fair market  value of a share on the
effective date of the grant. The Committee has not issued non-qualified  options
at an exercise price less than 100% of the fair market value and, therefore, the
Company has not been  required to recognize  compensation  expense for its stock
option plans.

     During  1995,  the Board of  Directors  approved the 1995 Stock Option Plan
(the 1995 Plan) which provided for the granting of options up to an aggregate of
3,000,000  shares of common stock to key  employees  under terms and  provisions
similar to the 1993 Plan.  During  1998 and 1997,  the 1995 Plan was  amended to
provide for the  granting  of an  additional  8,000,000  and  3,000,000  shares,
respectively.  During  1998,  the 1995 Plan was also  amended  to,  among  other
things, require the exercise price of non-qualified stock options to not be less
than 100% of the fair value of the stock on the date the option is  granted,  to
limit the persons eligible to participate in the plan to employees, to eliminate
the Company's ability to issue SARS and to amend the definition of a director to
comply with Rule 16b-3 of the  Securities  Exchange Act of 1934,  as amended and
with Section 162(m) of the Internal Revenue Code of 1986, as amended. There were
no amendments to the 1995 Plan in 2001 or 2000.

     The Company  assumed the stock  option  plans of its  subsidiaries,  Career
Horizons,  Inc., Actium, Inc. and Consulting Partners, Inc., upon acquisition in
accordance with terms of the respective  merger  agreements.  At the date of the
respective acquisitions, the assumed plans had 2,566,252 options outstanding. As
of December 31, 2001 and 2000,  the assumed plans had 13,523 and 28,841  options
outstanding, respectively.

<PAGE>
Non-Employee Director Stock Plan

     During 1993, the Board of Directors of the Company  approved a stock option
plan  (Director  Plan) for  non-employee  directors,  whereby  600,000 shares of
common  stock,  subsequently  amended in 1997 to 1.6 million  shares,  have been
reserved for issuance to non-employee  directors.  The Director Plan allows each
non-employee  director to purchase  60,000 shares at an exercise  price equal to
the fair value at the date of the grant upon election to the Board. In addition,
each  non-employee  director is granted 20,000 options upon the anniversary date
of the director's initial election date. The options become exercisable  ratably
over a  five-year  period  and  expire  ten  years  from the date of the  grant.
However,  the  options  are  exercisable  for a maximum of three years after the
individual  ceases to be a director and, if the director ceases to be a director
within one year of  appointment,  the options are cancelled.  In 2001,  2000 and
1999, the Company granted 490,000, 500,000 and 60,000 options,  respectively, at
an average exercise price of $3.88, $5.13 and $13.63, respectively.



     The following table summarizes the Company's Stock Option Plans:
<TABLE>
<CAPTION>
                                                                                                         Weighted
                                                                                       Range of          Average
                                                                         Shares     Exercise Prices   Exercise Price
---------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>          <C>                  <C>

Balance, December 31, 1998                                             11,203,993   $ 0.83 - $33.38      $  15.38
   Granted                                                              6,317,285   $ 8.13 - $16.69      $  12.92
   Exercised                                                             (352,634)  $ 0.83 - $14.44      $   7.11
   Canceled                                                            (2,115,956)  $ 4.24 - $26.13      $  16.63
                                                                       ----------------------------------------------
Balance, December 31, 1999                                             15,052,688   $ 1.25 - $33.38      $  14.32
   Granted                                                              3,365,768   $ 3.56 - $18.00      $   9.70
   Exercised                                                             (379,597)  $ 1.25 - $14.70      $  12.22
   Canceled                                                            (3,421,498)  $ 2.54 - $33.38      $  12.00
                                                                       ----------------------------------------------
Balance, December 31, 2000                                             14,617,361   $ 1.25 - $33.38      $  13.83
   Granted                                                             12,489,156   $ 3.85 - $ 6.90      $   5.46
   Exercised                                                             (150,566)  $ 1.25 - $ 7.87      $   6.31
   Canceled                                                           (11,668,729)  $ 3.63 - $33.38      $  14.83
                                                                       ----------------------------------------------
Balance, December 31, 2001                                             15,289,222   $ 1.25 - $33.38      $   6.50
                                                                       ==============================================
</TABLE>

     In January  2001,  the Company  adopted  the 2001  Voluntary  Stock  Option
Exchange Plan (the 'Option Exchange Plan') in an effort to improve the retention
and incentive  aspects of the Company's 1995 Plan, and to provide a mechanism to
return shares to the 1995 Plan for future issuance.  All current employees as of
February 12, 2001, who then held options under the Plan or who then held special
grants  received  outside  the 1995 Plan  since the 1995 Plan was  adopted  were
eligible to  participate in the Option  Exchange Plan. The Option  Exchange Plan
allowed  eligible  option  holders to  voluntarily  cancel  existing  options in
exchange  for new  options to be issued no  earlier  than six months and one day
following termination of existing options. The exercise price of the new options
was the  market  price on the date of  re-issuance.  Vested  options  that  were
cancelled were re-granted on a one-for-one basis and were completely vested upon
re-grant.  Unvested options that were cancelled were re-granted on a one-for-two
basis and will vest in equal annual  installments  over a three year period from
the date of re-grant.

     The Option Exchange Plan was approved by the Compensation Committee and the
non-employee members of the Board of Directors. The Company completed the Option
Exchange Plan in the third  quarter with the re-grant of 8.2 million  options on
August  13,  2001.  The  Company  did not  incur  any  compensation  charges  in
connection with the Option Exchange Plan.

     The following table summarizes  information about stock options outstanding
at December 31, 2001:
<PAGE>
<TABLE>
<CAPTION>
                                                         Outstanding                          Exercisable
                                           ------------------------------------------- -----------------------------
                                                                        Average                        Average
                                                          Average       Exercise                       Exercise
                                            Shares        Life (a)       Price           Shares         Price
--------------------------------------------------------------------------------------------------------------------
<S>                                        <C>            <C>           <C>            <C>           <C>
$  1.25 - $  3.85                           2,898,025     9.42          $  3.77          133,200     $  2.21
$  3.94 - $  5.17                           1,119,850     6.80             4.90          758,151        4.99
$  5.60 - $  6.00                           8,658,224     9.62             6.00        7,351,124        6.00
$  6.10 - $ 11.06                           1,421,188     8.07             8.70          655,520        8.93
$ 11.13 - $ 22.88                           1,091,935     6.97            13.77          654,275       14.17
$ 25.32 - $ 33.38                             100,000     5.54            27.41           88,000       27.70
                                           -------------------------------------------------------------------------
Total                                      15,289,222     9.01          $  6.44        9,640,270     $  6.82
                                           =========================================================================
</TABLE>

(a) Average contractual life remaining in years.

     At year-end  2000,  options with an average  exercise  price of $14.98 were
exercisable on 8.9 million  shares;  at year-end  1999,  options with an average
exercise price of $15.10 were exercisable on 6.8 million shares.

     If the  Company  had  elected to  recognize  compensation  cost for options
granted in 2001,  2000, and 1999, based on the fair value of the options granted
at the grant date,  net income and earnings per share would have been reduced to
the pro forma amounts indicated below.
<TABLE>
<CAPTION>
                                                                                   2001            2000           1999
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>            <C>            <C>
Net income (loss)
   As reported                                                                $      8,343   $    119,753   $     97,090
   Pro forma                                                                  $     (2,694)  $    111,984   $     80,937
Basic net income (loss) per common share
   As reported                                                                $       0.09   $       1.24   $       1.01
   Pro forma                                                                  $      (0.03)  $       1.16   $       0.84
Diluted net income (loss) per common share
   As reported                                                                $       0.08   $       1.23   $       1.00
   Pro forma                                                                  $      (0.03)  $       1.15   $       0.83
</TABLE>

     The weighted  average fair values of options granted during 2001, 2000, and
1999 were $2.68,  $4.57,  and $5.29 per share,  respectively.  The fair value of
each option  grant is  estimated  on the date of grant  using the Black  Scholes
option-pricing model with the following assumptions:
<TABLE>
<CAPTION>

                                                                                   2001            2000           1999
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>            <C>            <C>
Expected dividend yield                                                                  -              -              -
Expected stock price volatility                                                        .42            .35            .34
Risk-free interest rate                                                               4.88           4.99           6.14
Expected life of options (years)                                                      7.87           7.15           5.64
</TABLE>


     During 2001,  the  Company's  Board of Directors  issued  restricted  stock
grants of 200,000 shares to the Company's President and Chief Executive Officer,
and  grants of  200,000  shares and  100,000  shares to other  members of senior
management in 2001 and 2000, respectively.  Additionally, the Company's Board of
Directors  issued a restricted  stock grant of 960,000  shares to the  Company's
Chairman of the Board,  which is scheduled to vest on the fifth  anniversary  of
issuance.  The Company  recorded $5.85 million and $0.4 million in Stockholders'
equity for deferred  compensation  in 2001 and 2000,  respectively.  The Company
recorded $1.3 million is compensation expense in 2001 for the vesting of certain
of the grants. The deferred compensation is amortized on a straight line basis
over the vesting period of the grants.


<PAGE>

10.  NET INCOME PER COMMON SHARE

     The calculation of basic net income per common share and diluted net income
per common share from continuing and discontinued operations is presented below:

<TABLE>
<CAPTION>
                                                                            2001           2000            1999
-----------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>            <C>            <C>
Basic net income per common share computation:
   Income from continuing operations                                  $      8,343   $    119,753   $     82,135
                                                                      ------------------------------------------
   Gain on sale of discontinued operations, net of income
      taxes                                                           $          -   $          -   $     14,955
                                                                      ------------------------------------------
   Basic average common shares outstanding                                  97,868         96,675         96,268
                                                                      ------------------------------------------
   Basic income per common share from continuing
      operations                                                      $       0.09   $       1.24   $       0.85
                                                                      ==========================================
   Basic income per common share from gain on sale of
      discontinued operations                                                    -              -           0.16
                                                                      ==========================================
   Basic net income per common share                                  $       0.09   $       1.24   $       1.01
                                                                      ==========================================

Diluted net income per common share computation:
   Income from continuing operations                                  $      8,343   $    119,753   $     82,135
                                                                      ------------------------------------------
   Average common shares outstanding                                        97,868         96,675         96,268
   Incremental shares from assumed exercise of
      stock options                                                            310            864            842
                                                                      ------------------------------------------
   Diluted average common shares outstanding                                98,178         97,539         97,110
                                                                      ------------------------------------------
   Diluted income per common share from continuing
      operations                                                      $       0.08   $       1.23   $       0.85
                                                                      ==========================================
   Diluted income per common share from gain on sale of
      discontinued operations                                                    -              -           0.15
                                                                      ==========================================
   Diluted net income per common share                                $       0.08   $       1.23   $       1.00
                                                                      ==========================================

</TABLE>

     Options to purchase  7,783,927 shares of common stock that were outstanding
during 2001 were not included in the  computation of diluted  earnings per share
as the exercise  prices of these  options  were greater than the average  market
price of the common shares.
<PAGE>
11. RELATED PARTY

     During 2001, the Company's President and Chief Executive Officer issued the
Company a promissory note for $1.5 million,  bearing interest at 4.7%. Under the
conditions  of the note,  if  employment  terms are met over 2001 and 2002,  the
unpaid  principal  and accrued  interest  will be  forgiven.  Accordingly,  $0.8
million of unpaid  principal  and accrued  interest  was  forgiven  in 2001.  At
December 31, 2001, the Company had a receivable balance of $0.7 million which is
included in Accounts receivable in the Company's  Consolidated balance sheet. If
employment  terms are met during 2002,  the remaining  amount of the  receivable
along with the accrued interest will be forgiven.


12. CONCENTRATION OF CREDIT RISK

     The Company's  financial  instruments that are exposed to concentrations of
credit risk  consist  primarily  of cash and  accounts  receivable.  The Company
places its cash and cash  equivalents  with what management  believes to be high
credit quality  institutions.  At times such investments may be in excess of the
FDIC insurance limit. The Company routinely  assesses the financial  strength of
its  customers  and, as a  consequence,  believes  that its accounts  receivable
credit risk exposure is limited.


13. FAIR VALUE OF FINANCIAL INSTRUMENTS

     The carrying  amounts of cash and cash  equivalents,  accounts  receivable,
accounts payable and accrued expenses,  and notes payable to former shareholders
approximate  fair value due to the  short-term  maturities  of these  assets and
liabilities.  Borrowings under the revolving credit facility have variable rates
that reflect  currently  available  terms and  conditions  for similar debt. The
carrying  amount of this debt is  considered  by  management  to be a reasonable
estimate of its fair value.


14.  FURNITURE, EQUIPMENT, AND LEASEHOLD IMPROVEMENTS

     A summary of furniture, equipment, and leasehold  improvements  at December
31, 2001 and 2000 is as follows:

<TABLE>
<CAPTION>
                                                   Estimated
                                                   Useful Life
                                                    in Years            2001              2000
                                                  -------------     -------------------------------

<S>                                                <C>               <C>             <C>
Furniture, equipment, and leasehold                  5 - 15 /
  improvements                                      lease term       $    98,871     $      91,152
Software                                                3                 10,353             7,263
Software development                                    5                 18,469            15,107
                                                                    -------------    --------------
                                                                         127,693           113,522
  Accumulated depreciation and amortization                               78,951            57,811
                                                                    -------------    --------------
Total furniture, equipment, and leasehold
  improvements, net                                                  $    48,742     $      55,711
                                                                    =============    ==============

</TABLE>

     Total  depreciation  and  amortization  expense  was  $21,752, $16,852, and
$13,727 for 2001, 2000, and 1999, respectively.

<PAGE>
15.  QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
                                                     For the Three Months Period Ended                  For the
                                       ----------------------------------------------------------     Year Ended
                                          Mar. 31,        June 30,       Sept. 30,       Dec. 31,       Dec. 31,
                                            2001            2001           2001           2001            2001
-------------------------------------------------------------------------------------------------   ---------------
<S>                                    <C>            <C>             <C>            <C>            <C>
Revenue                                 $   444,410   $    409,639    $    368,853   $    325,587   $  1,548,489
Gross profit                                123,715        115,303          98,009         84,018        421,045
Net income (loss)                             6,418          3,581           1,078         (2,734)         8,343
Basic net income (loss) per
  common share                                 0.07           0.04            0.01          (0.03)          0.09
Diluted net income (loss) per
  common share                                 0.07           0.04            0.01          (0.03)          0.08
</TABLE>


<TABLE>
<CAPTION>
                                                     For the Three Months Period Ended                  For the
                                       ----------------------------------------------------------     Year Ended
                                          Mar. 31,        June 30,       Sept. 30,       Dec. 31,       Dec. 31,
                                            2000            2000           2000           2000            2000
-------------------------------------------------------------------------------------------------   ---------------
<S>                                    <C>            <C>             <C>            <C>            <C>
Revenue                                 $   457,411   $    464,450    $    456,265   $    449,560   $  1,827,686
Gross profit                                127,511        136,116         137,505        129,720        530,852
Net income                                   13,018         12,395          86,894          7,446        119,753
Basic net income per common share              0.13           0.13            0.90           0.08           1.24
Diluted net income per common share            0.13           0.13            0.90           0.08           1.23
</TABLE>


16.   SEGMENT REPORTING

     The Company discloses segment  information in accordance with SFAS No. 131,
'Disclosure  About  Segments of an Enterprise  and Related  Information,'  which
requires  companies to report selected segment  information on a quarterly basis
and to report certain entity-wide disclosures about products and services, major
customers,  and the  material  countries  in which the entity  holds  assets and
reports revenues.

     The  Company  has  three  reportable   segments:   professional   services,
e-Business  solutions, and information technology  (IT) services.  The Company's
reportable  segments are strategic  divisions that offer different  services and
are  managed  separately  as each  division  requires  different  resources  and
marketing strategies. The professional services division provides expertise in a
wide variety of disciplines  including accounting and finance,  law, engineering
and  technical,  scientific,  career  management,  executive  search,  and human
resource  consulting.  The e-Business  solutions  division,  operating under the
brand Idea Integration,  provides  e-Business  strategy  consulting,  design and
branding,  application development,  and integration.  The IT services division,
operating under the brand Modis, offers value-added solutions such as IT project
support  and  staffing,   recruitment  of  full-time  positions,   project-based
solutions, supplier management solutions, and on-site recruiting support.

     The accounting policies of the segments are consistent with those described
in the summary of significant accounting policies in Note 2 and all intersegment
sales and transfers are eliminated.

     No one customer  represents more than 5% of the Company's  overall revenue.
Therefore,  the Company  does not believe it has a material  reliance on any one
customer as the Company is able to provide services to numerous Fortune 1000 and
other leading businesses.

     The Company evaluates segment  performance based on revenues, gross profit,
and income  before  provision  for income  taxes.  The Company does not allocate
income taxes or unusual items to the segments.  The following  table  summarizes
segment and geographic information:
<PAGE>
<TABLE>
<CAPTION>

                                                          2001              2000              1999
-----------------------------------------------------------------------------------------------------


                                                  <c>               <c>               <c>
Revenue
   Professional services                             $    608,850      $    652,626      $    592,455
   e-Business solutions                                   168,809           241,092           168,158
   IT services                                            770,830           933,968         1,181,036
                                                     ------------      ------------      ------------
         Total revenue                               $  1,548,489      $  1,827,686      $  1,941,649
                                                     ============      ============      ============

Gross profit
   Professional services                             $    197,997      $    217,464      $    194,993
   e-Business solutions                                    54,731           104,925            70,209
   IT services                                            168,317           208,463           260,546
                                                     ------------      ------------      ------------
         Total gross profit                          $    421,045      $    530,852      $    525,748
                                                     ============      ============      ============

Income (loss) before provision for income taxes
   Professional services                             $     39,809      $     61,699      $     54,390
   e-Business solutions                                   (28,870)            5,842            26,540
   IT services                                             13,407            30,399            81,032
                                                     ------------      ------------      ------------
                                                           24,346            97,940           161,962
   Charges (a)                                                  -           (19,665)          (21,750)
   Corporate interest and other income                     (9,199)          (21,621)           (7,794)
                                                     ------------      ------------      ------------
   Total income before provision for income taxes    $     15,147      $     56,654      $    132,418
                                                     ============      ============      ============


Geographic Areas
   Revenues
      United States                                  $  1,123,360      $  1,398,876      $  1,440,071
      U.K.                                                412,528           417,414           485,302
      Other                                                12,601            11,396            16,276
                                                     ------------      ------------      ------------
         Total                                       $  1,548,489      $  1,827,686      $  1,941,649
                                                     ============      ============      ============



                                                                          December 31,
                                                               -------------------------------
                                                                     2001              2000
----------------------------------------------------------------------------------------------

Assets
   Professional services                                        $    426,547      $    454,127
   e-Business solutions                                              319,284           331,732
   IT services                                                       781,845           851,992
                                                                ------------      ------------
                                                                   1,527,676         1,637,851
      Corporate                                                       15,946            15,709
                                                                ------------      ------------
         Total assets                                           $  1,543,622      $  1,653,560
                                                                ============      ============
Geographic Areas
   Identifiable Assets
      United States                                             $  1,133,372      $  1,223,932
      U.K.                                                           399,259           408,339
      Other                                                           10,991            21,289
                                                                ------------      ------------
         Total                                                  $  1,543,622      $  1,653,560
                                                                ============      ============
 </TABLE>

(a)  Charges  for the year ended  December  31, 2000  include (1) $13,122  asset
     write down related to the sale of  discontinued  operations,  (2) $7,296 of
     costs related to the cancelled  separation  and spin-off of the IT services
     division  and the  cancelled  initial  public  offering  of the  e-Business
     solutions division and (3) $753 restructuring charge recapture. Charges for
     the year ended  December 31, 1999 include  $25,000 asset write down related
     to the sale of  discontinued  operations  and $3,250  restructuring  charge
     recapture.
<PAGE>
                                    PART III

     Information  required  by Part  III is  incorporated  by  reference  to the
Registrant's  Definitive  Proxy Statement to be filed pursuant to Regulation 14A
('the Proxy Statement') not later than 120 days after the end of the fiscal year
covered by this report.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by this item is incorporated by reference from the
section entitled 'Election of Directors,' 'Executive  Compensation' and 'Section
16(a)  Beneficial  Ownership  Reporting   Compliance'  contained  in  the  proxy
statement.

ITEM 11. EXECUTIVE COMPENSATION

     The information required by this item is incorporated by reference from the
section entitled 'Executive Compensation' contained in the Proxy Statement.

ITEM 12. SECURITY  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this item is incorporated by reference from the
section entitled 'Principal Shareholders and Securities Ownership of Management'
contained in the Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this item is incorporated by reference from the
sections  entitled  'Certain  Relationships  and  Related   Transactions';   and
'Compensation  Committee Interlocks and Insider Participation'  contained in the
Proxy Statement.


                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)

1.  Financial Statements

     The  following  consolidated  financial  statements  of the Company and its
subsidiaries are included in Item 8 of this report:

Report of Independent Certified Public Accountants

Consolidated  Balance Sheets as of December 31, 2001 and 2000

Consolidated  Statements  of Income  for each of the three  years in the  period
ended December 31, 2001

Consolidated  Statements of Cash Flows for each of the three years in the period
ended December 31, 2001

Consolidated  Statements of Stockholders'  Equity and  Comprehensive  Income for
each of the three years in the period ended December 31, 2001

Notes to Consolidated Financial Statements.

2. Financial Statement Schedules

               Financial  statement  schedules  required  to be included in this
          report are either shown in the financial  statements and notes thereto
          included in Item 8 of this report or have been  omitted  because  they
          are not applicable.

3. Exhibits


3.1     Amended and restated Articles of Incorporation. (1)

3.2     Amended and Restated Bylaws. (2)

10.1    Modis Professional Services, Inc. 2001 Employee Stock Purchase
        Plan. (5)

10.2    AccuStaff Incorporated (now Modis Professional Services, Inc. amended
        and restated Non-Employee Director Stock Plan. (4)

10.3    Form of Employee Stock Option Award Agreement. (3)

10.4    Form of Non-Employee Director Stock Option Award Agreement,
        as amended.

10.5    Profit Sharing Plan. (3)

10.6    Revolving Credit and  Reimbursement  Agreement by and  between
        the  Company   and   NationsBank   National   Association   as
        Administration   Agent  and  certain  lenders  named  therein,
        dated October 30, 1998. (2)

10.6(a) Amendment agreement No. 1 to revolving credit and reimbursement
        agreement, dated October 27, 1999. (1)

10.6(b) 364 day credit agreement by and between the Company and Bank of
        America. N.A. as administration agent and certain lenders named
        therein dated October 27, 1999. (1)

10.6(c) Amendment agreement No. 2 to 364 day credit agreement, dated October
        25, 2000.

10.6(d) Amendment agreement No. 3 to revolving credit and reimbursement
        agreement, dated October 25, 2000.

10.7    Modis Professional Services, Inc. Amended and Restated Stock
        Option Plan. (5)

10.8    Form  of  Stock  Option  Agreement  under  Modis  Professional
        Services, Inc. amended and restated 1995 Stock Option Plan. (2)

10.9    Executive Employment Agreement with Derek E. Dewan. (4)

10.10   Executive Employment Agreement with Michael D. Abney. (4)

10.11   Executive Employment Agreement with Marc M. Mayo. (4)

10.12   Executive Employment Agreement with Timothy D. Payne. (4)

10.12(a)Stock Option Agreement with Timothy D. Payne.

10.13   Executive Employment Agreement with John L. Marshall III. (5)

10.14   Executive Employment Agreement with Robert P. Crouch. (4)

10.15   Senior Executive Annual Incentive Plan. (1)

10.16   Form of Director's Indemnification Agreement.

10.17   Form of Officer's Indemnification Agreement.

10.18   Form of Award Notification under the Modis Professional Services, Inc.
        Senior Executive Annual Incentive Plan. (5)

10.19   Executive Deferred Compensation Plan.

21      Subsidiaries of the Registrant.

23      Consent of PricewaterhouseCoopers LLP.

99.1    Audit Committee Charter.

99.1(a) Report of the Audit Committee.

(1) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
filed November 15, 1999.

(2) Incorporated by reference to the Company's Annual Report on Form 10-K filed
March 31, 1999.

(3) Incorporated by reference to the Company's Registration on Form S-1
(No. 33-78906).

(4) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
filed August 16, 1999.

(5)  Incorporated by reference to the Company's Quarterly Report on Form 10-Q
filed August 8, 2001.

(b) reports on Form 8-K. No reports on form 8-K were filed during the final
quarter of fiscal 1999.
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

MPS GROUP, INC.


By:  /s/ Timothy D. Payne
     Timothy D. Payne
     President and Chief Executive Officer

Date:  March 26, 2002

Pursuant to the requirements of Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

Signatures                          Title                             Date


/s/ Timothy D. Payne             President, Chief                March 26, 2002
Timothy D. Payne                 Executive Officer and
                                 Director


/s/ Robert P. Crouch             Senior Vice President, Chief    March 26, 2002
Robert P. Crouch                 Financial Officer, Treasurer,
                                 and Chief Accounting Officer


/s/ Derek E. Dewan               Chairman of the Board           March 26, 2002
Derek E. Dewan


/s/ Michael D. Abney             Director                        March 26, 2002
Michael D. Abney


/s/ T. Wayne Davis               Director                        March 26, 2002
T. Wayne Davis


/s/ Michael L. Huyghue           Director                        March 26, 2002
Michael L. Huyghue


/s/ William M. Isaac             Director                        March 26, 2002
William M. Isaac


/s/ John R. Kennedy              Director                        March 26, 2002
John R. Kennedy


/s/ George J. Mitchell           Director                        March 26, 2002
George J. Mitchell


/s/ Peter J. Tanous              Director                        March 26, 2002
Peter J. Tanous





EXHIBIT INDEX

10.12(a)        Stock Option Agreement with Timothy D. Payne.

10.19           Executive Deferred Compensation Plan.

21              Subsidiaries of the Registrant.

23              Consent of PricewaterhouseCoopers LLP.

99.1            Audit Committee Charter.

99.1(a)         Report of the Audit Committee.