Modis Professional Services, Inc.

                             Audit Committee Charter



Organization

There shall be a committee  of the board of  directors  to be known as the audit
committee,  whose members are  independent of management of the  corporation and
are free of any  relationship  that,  in the opinion of the board of  directors,
would  interfere  with their  exercise  of  independent  judgment as a committee
member.


Independence

For purpose of serving on the audit  committee,  a member will not be considered
to be independent unless they have no relationship with the corporation that may
interfere  with the  exercise  of their  independence  from  management  and the
corporation. Specifically, the member:

          Shall  not  have  been  employed  by  the  corporation  or  any of its
     affiliates for the current year or any of the past three years;

          Shall not have accepted any  compensation  from the corporation or any
     of its  affiliates  other than  compensation  for board service or benefits
     under a tax  qualified  plan (taking into  account the  materiality  of the
     relationship  to the director such that it is judged that the  relationship
     does not interfere with the director's service of independent judgment);

          Shall not be a member of the immediate family of an individual who is,
     or has been in any of the past three years,  employed by the corporation or
     any of its affiliates as an executive officer;

          Shall not have a direct business  relationship with the Company (e.g.,
     as a consultant) and shall not be a partner,  a controlling  shareholder or
     executive officer of any organization that has a business relationship with
     the Company  unless the Company's  board of directors  determines  that the
     relationship does not interfere with the director's exercise of independent
     judgment;

          Shall not be employed as an executive officer of another company where
     any of the corporation's  executives  served on the company's  compensation
     committee.


Qualifications and Composition

The composition and qualifications of the audit committee shall be as follows:

          Number of  members - The audit  committee  shall  consist  of at least
     three members, all of whom qualified under the above independent rules.

          Financial  literacy - All audit committee members shall be financially
     literate, as interpreted by the board.

          Accounting or related  financial  management  expertise - At least one
     audit  committee  member  shall have  accounting  or  financial  management
     expertise,  as interpreted by the board. For purposes of this committee,  a
     person  shall be deemed  as having  the  appropriate  expertise  based on a
     professional certification in accounting, or other comparable experience or
     background resulting in the individual's  financial background resulting in
     the  individual's  sophistication,  including  being or having been a chief
     executive,   chief  financial,  or  other  senior  officer  with  financial
     oversight responsibilities.


Statement of Policy

The audit  committee  shall provide  assistance  to the  corporate  directors in
fulfilling their responsibilities to the shareholders,  potential  shareholders,
and  the  investment  community  relating  to  corporate  accounting,  financial
reporting practices,  and the quality and the integrity of the financial reports
of the corporation. In so doing, it is the responsibility of the audit committee
to maintain  free and open means of  communication  between the  directors,  the
independent auditors, and the financial management of the corporation.


Responsibilities

In carrying out its responsibilities,  the audit committee believes its policies
and  procedures  shall be a  working  document  subject  to  annual  review  and
approval,  in order to best react to  changing  conditions  and to ensure to the
directors and  shareholders  that the accounting and reporting  practices of the
corporation  are in accordance with all applicable  requirements  and are of the
highest quality.

In carrying out these responsibilities, the audit committee will:

                    Recommend  the  selection  of the  independent  auditor  for
               approval  by the  board  of  directors  to  audit  the  financial
               statements of the  corporation,  and approve the discharge of the
               independent auditor, where appropriate.

                    Communicate to the recommended independent auditor that they
               are ultimately  accountable to the audit  committee and the board
               of directors, as representative of the shareholders, and that the
               board of directors has the ultimate  authority and responsibility
               to  select,   evaluate,   and  where  appropriate,   replace  the
               independent auditor.

                    Meet  annually  with the  independent  auditor and financial
               management of the  corporation  to review the scope of the annual
               audit  for the  current  year  and  the  audit  procedures  to be
               utilized,  and at the  conclusion  thereof,  review  such  audit,
               including  any  comments or  recommendations  of the  independent
               auditor.

                    Review with the independent  auditor, the company's internal
               auditor,  as well as  financial  and  accounting  personnel,  the
               adequacy  and  effectiveness  of  the  accounting  and  financial
               controls of the corporation,  and elicit any  recommendations for
               the   improvements  of  such  internal   control   procedures  or
               particular   areas  where  new  or  more  detailed   controls  or
               procedures would be more desirable. Particular emphasis should be
               given to the  adequacy  of such  internal  controls to expose any
               payments,  transactions,  or procedures that be deemed illegal or
               otherwise improper.

                    Obtain from the  independent  auditors on an annual  basis a
               formal written statement  delineating all  relationships  between
               the auditor and the company;  and,  engage in a dialogue with the
               independent auditors with respect to any disclosed  relationships
               or services that may affect the  objectivity  and  independent of
               the auditor and/or make recommendations to the board of directors
               take  appropriate  actions  to ensure  the  independence  of said
               outside independent auditors.

                    Review the internal audit function of the  corporation,  the
               proposed audit plan for the coming year, and the  coordination of
               such plans with the independent auditors.

                    Receive  prior to each  meeting,  a summary of findings from
               completed  internal  audits and a progress report on the proposed
               internal  audit  plan  for the  year,  with  explanations  of any
               deviations from original plan.

                    Submit minutes of all meeting of the audit  committee to, or
               discuss the matters discussed at each committee meeting with, the
               board of directors.

                    Investigate  any matter brought to its attention  within the
               scope of its duties, with the power to retain outside counsel for
               this purpose, if, in its judgment, that is appropriate.

                    Prepare a report for inclusion in the company's annual proxy
               statement  that the audit  committee has adopted a formal written
               charter and that the committee has satisfied its responsibilities
               during the year in compliance with its charter.

                    Discuss with the independent  auditor the auditor's judgment
               about the quality,  not just the  acceptability  of the company's
               accounting  principles  used  in  its  financial  reporting.  The
               discussion  should  include  such  issues as the  clarity  of the
               company's financial  disclosures and the degree of aggressiveness
               or conservatism of the company's accounting principles as well as
               the underlying estimates and other significant  decisions made by
               management in preparing various financial  disclosures which were
               reviewed by the outside auditors.

                    Prepare a letter from the audit  committee  for inclusion in
               the  company's  annual report to  shareholders  and the Form 10-K
               disclosing whether or not, with respect to the prior fiscal year:
               (i) Management has reviewed the audited financial statements with
               the audit committee, including a discussion of the quality of the
               accounting principles applied and significant judgments affecting
               the company's financial statements; (ii) the independent auditors
               have  discussed  the  matters  required  by SAS-61 with the audit
               committee including the outside auditor's judgment of the quality
               of those  principles  as applied and  judgments  reference in (i)
               above  under the  circumstances;  (iii) the  members of the audit
               committee have discussed amongst  themselves,  without management
               or the outside auditor present, the information  disclosed to the
               audit committee and described in (i) and (ii) above; and (iv) the
               audit  committee,  in  reliance  on the  review  and  discussions
               conducted with management and the outside auditor pursuant to (i)
               and (ii) above,  believe that the company's financial  statements
               are  fairly  presented  in  conformity  with  generally  accepted
               accounting principles (GAAP) in all material respects.

                    Require the company's independent auditor conduct an interim
               financial review in accordance with SAS-71 prior to the company's
               filing of its Form 10-Q.  And, that the outside  auditor  discuss
               with  the   committee,   or  at  least   its   chairman,   and  a
               representative of financial management,  the matters discussed in
               AU Section 380, Communications with the Audit Committee, prior to
               the  filing  of Form  10-Q,  including  significant  adjustments,
               management  judgments and accounting  estimates,  significant new
               accounting policies and/or disagreements with management.

                    Prepare an annual written statement to the NYSE confirming:

                         The board has reviewed and approved the  qualifications
                    of the audit committee;

                         The board has performed a review and  re-evaluation  of
                    the audit committee charter and;

                         The board  shall  submit a copy of the  charter  in any
                    year it is  amended,  and,  at a minimum,  once every  three
                    years.