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, 2002

                         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]

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Act).

Yes  X  No
    ---    ---

     The aggregate  market value of the voting stock held by  non-affiliates  of
the  Registrant,  based upon the closing sale price of common stock on, June 28,
2002, the last business day of the registrant's  most recently  completed second
fiscal quarter,  as reported by the New York Stock Exchange,  was  approximately
$861,464,571.

     As of March 12, 2003 the number of shares  outstanding of the  Registrant's
common stock was 102,541,491.

     DOCUMENTS  INCORPORATED BY REFERENCE.  Portions of the  Registrant's  Proxy
Statement  for its 2002  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')  is a leading  global  provider  of
business  services with over 180 offices  throughout the United States,  Canada,
the United Kingdom,  and continental  Europe.  MPS delivers a mix of consulting,
solutions,  and staffing  services in the following  disciplines and through the
following brands:

  Discipline                            Brand(s)

  Information Technology (IT) Services  Modis
  Accounting and Finance                Badenoch & Clark, Accounting Principals
  Legal                                 Special Counsel
  Engineering                           Entegee
  IT Solutions                          Idea Integration
  Workforce Management                  Manchester
  Executive Search                      Diversified Search
  Human Capital Automation              Beeline
  Health Care                           Soliant Health


MPS operates these brands under three divisions:  the IT services division;  the
professional  services  division;  and the IT  solutions  division.  The Company
generated  revenue of $1.15  billion in 2002,  of which 67% was generated in the
United  States.  The remainder was generated  internationally,  primarily in the
United  Kingdom.  Note 16 to the  Company's  Consolidated  Financial  Statements
provides segment and geographic  information for the three years ending December
31, 2002.

In the  beginning  of 2002,  the  Company  completed  its name change from Modis
Professional  Services,  Inc. to MPS Group,  Inc., to further  position MPS as a
specialist provider of business services.

MPS is a Fortune 1000  company  listed on the New York Stock  Exchange  ('NYSE')
under  the   ticker   symbol   'MPS'.   The   Company's   Internet   address  is
www.mpsgroup.com   and  its  principal   executive  offices  are  located  at  1
Independent Drive, Jacksonville,  Florida 32202 (telephone:  904-360-2000).  The
Company makes available  through its Internet website its annual reports on Form
10-K,  quarterly  reports on Form 10-Q, and current reports on Form 8-K, as soon
as reasonably  practicable after we  electronically  file such material with, or
furnish it to, the Securities and Exchange Commission. The information contained
on our website,  or on other websites linked to our website, is not part of this
document.


                                   Operations

IT Services division

The IT services  division  includes  the Modis and Beeline  units.  The division
represented  approximately  50% of MPS's revenue and 41% of its gross profit for
2002.  Approximately  65% of the division's  revenue was generated in the United
States,  with the remainder generated  internationally,  primarily in the United
Kingdom.

Modis provides IT resource  management (ITRM) solutions to over 2,000 clients in
a wide variety of industries  through its network of more than 65 offices in the
United  States,  United  Kingdom,  Canada and  continental  Europe.  ITRM is the
deployment  of skilled  consultants  in IT  specialties  for clients who look to
obtain an optimal mix of  internal  staff,  outside  consulting  resources,  and
project  outsourcing.   The  extent  of  the  Company's  deployment  of  skilled
consultants is driven by client companies' IT goals, budgets and project levels.

The value-added  solutions falling under the umbrella of ITRM include 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  enterprise
application integration.

Modis has a variable cost business model whereby revenue and cost of revenue are
primarily generated on a time-and-materials  basis. The majority of the billable
consultants  are  compensated  on an hourly  basis only for the hours  which are
billed its client. Less than 1% of the Modis' revenue in 2002 was generated from
permanent  placement fees.  Permanent placement fees are generated when a client
directly hires a skilled consultant.

Beeline  provides a Web-based and on-site human  capital  management  automation
software  solution.  Beeline  offers  clients  the  ability  to  streamline  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 has operations in both
the United  States  and the  United  Kingdom.  Certain  of  Beeline's  corporate
customers include Merrill Lynch, Pierce, Fenner & Smith, Mitchell International,
Trans  Union,  CSX  Technology,  JPMorgan  Chase,  BMW  Manufacturing,  and  DHL
Worldwide Express.

Beeline  maintains a  full-time  staff to support  its  operations  and seeks to
collect a service  charge that is based upon the usage of this  service.  During
2002,  minimal  service  charges  were  collected  as  Beeline  was  focused  on
completing  its  releases  and   implementing  its  service  at  its  customers.
Additionally,  uncertainties  relating  to the  economy  diminished  the overall
spending  levels for  Beeline's  customers.  To implement  its service,  Beeline
incurs  considerable  start up costs and  time.  Subsequent  to  implementation,
minimal cost and resources are required for the usage of Beeline's services.


Professional Services division

The  professional  services  division  represented  approximately  43% of  MPS's
revenue  and  50%  of  its  gross  profit  for  2002.  Approximately  64% of the
division's  revenue  was  generated  in the  United  States  with the  remainder
generated in the United Kingdom.

The professional  services division provides  professional business staffing and
solutions  to a wide  variety of  clients,  through its network of more than 100
offices in the  United  States and the United  Kingdom.  The  division  provides
expertise  in a wide  variety of  disciplines  operating  through the Badenoch &
Clark, Accounting Principals, Special Counsel, Entegee, Manchester,  Diversified
Search and Soliant Health brands.

Business  staffing  solutions  are  provided  for  varying  periods  of  time to
companies or other  organizations  (including  government  agencies) that have a
need for such  personnel,  but are unable to, or choose not to,  engage  certain
personnel  as their  own  employees.  Examples  of  client  needs  for  staffing
solutions include the need for specialized or  highly-skilled  personnel for the
completion  of a  specific  project  or  subproject,  substitution  for  regular
employees during vacation or sick leave, and staffing of high turnover positions
or seasonal peaks.

The division has a variable  cost  business  model  whereby  revenue and cost of
revenue are primarily generated on a  time-and-materials  basis. The majority of
the billable  consultants  are compensated on an hourly basis only for the hours
which are billed its client.  Approximately 5% of the division's revenue in 2002
was generated from permanent placement fees.

In July 2002, the Company  acquired Elite Medical,  Inc., a health care staffing
business. The Company entered the health care staffing space because it believes
there are favorable  long-term  market trends in healthcare - in particular with
respect to the imbalance in supply and demand for healthcare professionals.  MPS
subsequently re-branded this business as Soliant Health.  Consideration included
$7.0 million cash at closing,  1.1 million  shares of MPS Common Stock valued at
$8.7 million,  and the  entitlement  of additional  consideration  of up to $1.0
million worth of MPS Common Stock.  Revenue generated from Soliant Health, since
acquisition, was $9.1 million in 2002.

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.


IT Solutions division

The IT solutions division is comprised solely of Idea Integration ('Idea').  The
division  represented  approximately  7% of MPS's  revenue  and 9% of its  gross
profit for 2002.  All of the  division's  revenue  was  generated  in the United
States.

Idea provides systems integration solutions to a wide variety of clients through
a combination of local,  regional,  and national practice groups located in nine
markets in the United States.  Idea  specializes in application  development and
business information management,  enterprise integration, business intelligence,
and Web-design and development. Idea 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 (R), and a multi-level
service delivery model.

Idea has a fixed cost business model utilizing  salaried  consultants to deliver
solutions  primarily under  time-and-materials  contracts and to a lesser extent
under fixed-fee contracts.


                                   Competition

The  ability  of  MPS  to  compete  successfully  for  clients  depends  on  its
reputation,  pricing  and  quality of service  provided,  its  understanding  of
clients'  specific  job  requirements,  and the  ability  to  provide  qualified
personnel in a timely manner.  Certain of the Company's contracts are awarded on
the  basis of  competitive  proposals  which can be  periodically  re-bid by the
client.  While MPS's  divisions have been successful in obtaining both short and
long-term  contracts  in the  past,  there  can be no  assurance  that  existing
contracts  will  be  renewed  on  satisfactory   terms  or  that  additional  or
replacement contracts will be awarded to the Company.

The principal  competitors  of the IT services  division  include  Keane,  Inc.,
Computer Horizons Corp., Comsys Information  Technology  Services,  Inc., CIBER,
Inc., and the IT division of Adecco SA.

The principal  competitors of the professional  services division include Robert
Half  International   Inc.,   Resources   Connection,   Inc.,  Right  Management
Consultants Inc., the legal division of Kelly Services, Inc., Adecco SA, and CDI
Corporation.

The  principal   competitors  of  the  IT  solutions  division  include  Sapient
Corporation,  Cognizant Technology  Solutions  Corporation,  Answerthink,  Inc.,
Accenture  Ltd.,  Cap Gemini  Ernst & Young,  and to an extent,  the  consulting
division of IBM. In addition, in seeking engagements the division often competes
against the  internal  management  information  services and IT  departments  of
clients and potential clients.


                                 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 IT 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,  as well as  analyzing  the
potential return on invested capital for a potential acquisition.  Additionally,
the  Company is  positioning  itself  for the turn in the  economy  through  the
consolidation  of back office  activities  and the continued  development of its
strategic management 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 business 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.  While the Company looks
to strengthen its relationships with clients, it does not look to concentrate on
any one specific  client.  For  example,  there were no customers to which sales
represented over 5% of the Company's consolidated revenue for 2002.


                                    Employees

On March 12, 2003, the Company  employed  approximately  11,000  consultants and
approximately  2,000  corporate  employees  on  a  full-time  equivalent  basis.
Approximately 300 of the employees work at corporate headquarters.

As described below, in most  jurisdictions,  the Company, as the employer of the
consultants  or as otherwise  required by  applicable  law, is  responsible  for
employment   administration.   This   administration   includes   collection  of
withholding taxes, employer  contributions for social security or its equivalent
outside the United States,  unemployment tax, workers' compensation and fidelity
and  liability  insurance,  and  other  governmental   requirements  imposed  on
employers.  Full-time employees are covered by life and disability insurance and
receive health insurance and other benefits.


                             Government Regulations

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

In many countries,  including the United States and the United Kingdom, staffing
services  firms  are  considered  the  legal  employers  of  these  consultants.
Therefore,  laws  regulating  the  employer/employee  relationship,  such as tax
withholding or reporting,  social  security or retirement,  anti-discrimination,
and workers'  compensation,  govern the Company.  In other  countries,  staffing
services firms, while not the direct legal employer of the consultant, are still
responsible for collecting taxes and social security deductions and transmitting
such amounts to the taxing authorities.


                              Intellectual Property

The Company seeks to protect its intellectual property through copyright,  trade
secret and trademark law and through  contractual  non-disclosure  restrictions.
The Company's  services often involve the  development of work and materials for
specific client  engagements,  the ownership of which is frequently  assigned to
the client. The Company does at times, and when appropriate, negotiate to retain
the  ownership  or  continued  use of  development  tools or know how created or
generated by the Company in the delivery of its services,  which the Company may
license to clients for certain purposes.


                                   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,  through  February  of the  following  year,  as the
Company's customers approve annual budgets.  Extreme weather conditions may also
affect demand in the early part of the year as certain of the  Company's  client
bases are located in geographic areas subject to extreme weather.


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.  For  additional  information  on lease  commitments,  see Note 6 to the
Company's Consolidated Financial Statements.  In the fourth quarter of 2002, the
Company  recorded  a $9.7  million  charge for exit  costs  associated  with the
abandonment of excess real estate  obligations  for certain vacant office space.
See Note 17 of the  Company's  Consolidated  Financial  Statements  for  further
information on this charge.


ITEM 3. LEGAL PROCEEDINGS

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.

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

No  matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of 2002.


                                     PART II

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

                           PRICE RANGE OF COMMON STOCK

The Company's Common Stock is traded on the New York Stock Exchange (NYSE symbol
- MPS).  The following  table sets forth the high and low prices of MPS's Common
Stock, as reported by the NYSE, during the two years ended December 31, 2002:
<TABLE>
<CAPTION>
                                                             2002                                 2001
                                                  -----------------------------      ------------------------------
                                                   High                 Low               High                 Low
                                                  -----------------------------      ------------------------------
<S>                                               <C>                <C>              <C>                  <C>
Period:
         First Quarter.....................       $ 8.94              $ 6.45             $ 6.72              $ 3.88

         Second Quarter....................         9.80                7.00               6.97                3.70

         Third Quarter.....................         8.25                4.35               7.00                3.70

         Fourth Quarter....................         6.65                4.35               8.20                3.80

</TABLE>
See 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,'  for factors that may impact the price of
the Company's  Common Stock.  Fluctuations  and  volatility in the financial and
equity markets, in general, and in the Company's industry sector, in particular,
affect the price of the Company's Common Stock.

As of March 12,  2003,  there were  approximately  902  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.

The Company's  Board of Directors has  authorized  the repurchase of up to $65.0
million of the  Company's  Common  Stock.  The  Company  began to  utilize  this
authorization in the third quarter of 2002. As of March 12, 2003, 997,400 shares
at a cost of $5.0 million have been repurchased under this authorization.

In July 2002, the Company  acquired Elite Medical,  Inc., a health care staffing
business.  Consideration  included an initial cash payment of $7.0 million,  1.1
million shares of MPS Common Stock valued at $8.7 million,  and the  entitlement
of additional consideration of up to $1.0 million worth of MPS Common Stock.

<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)           2002            2001            2000           1999           1998 (2)
- -------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>            <C>             <C>            <C>            <C>
Consolidated Statements of Operations data:
Revenue                                        $  1,154,970    $  1,548,489      $1,827,686   $  1,941,649    $ 1,702,113
Cost of revenue                                     853,184       1,127,444       1,296,834      1,415,901      1,234,537
                                       ------------------------------------------------------------------------------------
Gross profit                                        301,786         421,045         530,852        525,748        467,576
Operating expenses                                  269,976         358,301         403,179        332,320        275,524
Amortization of goodwill (1)                              -          38,398          37,029         31,466         26,132
Impairment of investment                             16,165               -               -              -              -
Exit costs (recapture)                                9,699               -            (753)        (3,250)        24,823
SFAS No. 121 goodwill impairment charge                   -               -               -              -          9,936
Asset write-down related to sale of
  discontinued operations                                 -               -          13,122         25,000              -
                                       ------------------------------------------------------------------------------------
Operating income from continuing
   operations                                         5,946          24,346          78,275        140,212        131,161
Other expense, net                                    3,947           9,199          21,621          7,794         13,975
                                        ------------------------------------------------------------------------------------
Income from continuing operations
   before income taxes                                1,999          15,147          56,654        132,418        117,186
Provision (benefit) for income taxes                 14,591           6,804         (63,099)        50,283         48,326
                                       ------------------------------------------------------------------------------------
Income (loss) from continuing
    operations                                      (12,592)          8,343         119,753         82,135         68,860
Discontinued operations:
Income from discontinued operations,
   net of income taxes                                    -               -               -              -         30,020
Gain on sale of discontinued operations,
   net of income taxes                                    -               -               -         14,955        230,561
                                       ------------------------------------------------------------------------------------
Income (loss) before extraordinary loss
   and cumulative effect of accounting
   change                                           (12,592)          8,343         119,753         97,090        329,441
Extraordinary loss on early
   extinguishment of debt, net of
   income tax benefit                                     -               -               -              -         (5,610)
Cumulative effect of accounting change,
   net of income tax benefit (1)                   (553,712)              -               -              -              -
                                       ------------------------------------------------------------------------------------
Net income (loss)                              $   (566,304)   $      8,343      $  119,753   $     97,090     $  323,831
                                       ====================================================================================
Basic income (loss) per common share:
   From continuing operations                  $      (0.12)   $       0.09      $     1.24   $       0.85     $     0.63
                                       ====================================================================================
   From discontinued operations                $          -    $          -      $        -   $          -     $     0.28
                                       ====================================================================================
   From gain on sale                           $          -    $          -      $        -   $       0.16     $     2.12
                                       ====================================================================================
   From extraordinary item                     $          -    $          -      $        -   $          -     $    (0.05)
                                       ====================================================================================
   From accounting change                      $      (5.49)   $          -      $        -   $          -     $        -
                                       ====================================================================================
Basic income (loss) per common share           $      (5.62)   $       0.09      $     1.24   $       1.01     $     2.98
                                       ====================================================================================
Diluted income (loss) per common share:
   From continuing operations                  $      (0.12)   $       0.08      $     1.23   $       0.85      $    0.61
                                       ====================================================================================
   From discontinued operations                $          -    $          -      $        -   $          -     $     0.26
                                       ====================================================================================
   From gain on sale                           $          -    $          -      $        -   $       0.15     $     1.97
                                       ====================================================================================
   From extraordinary item                     $          -    $          -      $        -   $          -     $    (0.05)
                                       ====================================================================================
   From accounting change                      $      (5.49)   $          -      $        -   $          -     $        -
                                       ====================================================================================
Diluted income (loss) per common share         $      (5.62)   $       0.08      $     1.23   $       1.00     $     2.79
                                       ====================================================================================

Basic average common shares
   outstanding                                      100,833           97,868         96,675         96,268        108,518
                                       ====================================================================================
Diluted average common shares
   outstanding                                      100,833           98,178         97,539         97,110        116,882
                                       ====================================================================================

<PAGE>

                                                                         December 31,
                                       ------------------------------------------------------------------------------------
(in thousands)                                      2002             2001           2000           1999           1998
---------------------------------------------------------------------------------------------------------------------------

Consolidated Balance Sheet data:
Working capital                                $     171,931     $    204,722   $  248,388     $    247,111   $    16,138
Total assets                                         897,983        1,543,622    1,653,560        1,596,395     1,571,881
Long term debt                                             -          101,000      194,000          238,615        15,525
Stockholders' equity                                 781,559        1,310,811    1,303,218        1,182,515     1,070,110

</TABLE>

(1)  Cumulative effect of accounting change relates to the Company's adoption of
     Statement of Financial  Accounting Standards ('SFAS') No. 142 'Goodwill and
     Other  Intangible   Assets,'  effective  January  1,  2002.  SFAS  No.  142
     discontinued the periodic amortization of goodwill.

(2)  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 2002 Financial  Statements and related notes included elsewhere in this Form
10-K.

MPS is a leading  global  provider  of business  services  with over 180 offices
throughout  the United  States,  Canada,  the United  Kingdom,  and  continental
Europe.  MPS delivers a mix of consulting,  solutions,  and staffing services in
the disciplines such as IT services, finance and accounting, legal, engineering,
IT solutions, workforce management,  executive search, human capital automation,
and health care.

Demand for the  Company's  services  along with the overall  markets in which it
operates has declined  significantly  since the second half of 2000. As a result
of this diminished demand, revenue generated in 2002 decreased 25% from 2001 and
37%  from  2000.  Excluding  charges  of  $25.9  million  in 2002  and  goodwill
amortization  of $38.4  million in 2001,  operating  income  decreased  to $31.8
million  in 2002 from  $62.7  million  in 2001.  As a result  of the  diminished
demand, the Company  implemented cost reduction  initiatives in 2001 and 2002 to
lessen  the  effect  of the  reduced  revenues  on its  level of  income.  These
initiatives  included:  significantly reducing the Company's salaried workforce;
realigning  compensation  levels for the Company's  employees;  closing  certain
unprofitable  offices;  consolidating or abandoning certain excess office space;
and exiting certain non-strategic markets.

Also during 2001 and 2002,  management  focused its  attention on the  Company's
financial  position.  The Company  instituted  measures to improve its financial
position by paying down debt and  improving  cash flow.  Borrowings  outstanding
under the Company's credit facility  decreased to zero at December 31, 2002 from
$101 million at December 31, 2001 while cash and cash  equivalents  increased to
$66.9 million from $49.2 million during this same period.

However, the economic outlook remains uncertain, and as long as this uncertainty
remains,  management  believes that the demand for the  Company's  services will
remain sluggish.  Therefore,  management  cannot predict when the demand for the
Company's  services will  significantly  improve.  When the market does improve,
management  cannot  predict,  whether  and to what  extent,  the  demand for the
Company's  services will improve.  While the Company has taken actions to reduce
costs and to convert  its cost base to a more  variable  structure,  any further
declines in revenue will result in diminished profitability.


                       2002 COMPARED TO 2001

Consolidated Results

Revenue. Revenue decreased $393.5 million, or 25.4%, to $1,155.0 million in 2002
from  $1,548.5  million in 2001.  The decrease was  attributable  to  diminished
demand  for  the  Company's  services.  For  example,  the  Company's  customers
continued to experience a constrained  ability to spend on IT initiatives due to
uncertainties relating to the economy.

Approximately  33% of the Company's 2002 revenue was generated  internationally,
primarily in the United Kingdom.  The Company's  revenue is therefore subject to
changes in foreign currency  exchange rates. The weakening of the U.S. dollar in
2002 had a slight impact on revenue,  as revenue,  on a constant  currency basis
decreased 26.4%, as compared to the decrease of 25.4% above.  Constant  currency
removes the impact on revenue  from changes in exchange  rates  between the U.S.
dollar and the functional currencies of its foreign subsidiaries.

Included in the results for 2001 was $20.7 million in revenue from the Company's
scientific  operating  unit which was sold in December 2001.  Additionally,  the
Company acquired a health care staffing  business in July 2002 which contributed
$9.1  million  in revenue  for 2002.  See Note 3 to the  Company's  Consolidated
Financial Statements for a discussion of the acquisition.

Gross profit. Gross profit decreased $119.2 million, or 28.3%, to $301.8 million
in 2002 from $421.0  million in 2001.  Gross margin  decreased to 26.1% in 2002,
from 27.2% in 2001.  The lower  margin is due  primarily  to changes in business
mix, pricing  pressures,  and a decrease in direct hire and permanent  placement
fees, which generate a higher margin.

Operating expenses. Total operating expenses decreased $100.9 million, or 25.4%,
to $295.8  million in 2002,  from  $396.7  million in 2001.  There are two items
which should be separately  identified to provide a more meaningful  analysis of
the change in operating expenses.  Included in total operating expenses for 2002
was a $25.9 million charge for an investment impairment and exit costs. Included
in total operating expenses for 2001 was $38.4 million of goodwill amortization.
Excluding these  aforementioned  costs, total operating expenses decreased $88.4
million,  or 24.7%,  to $269.9 million in 2002, from $358.3 million in 2001. The
Company's general and  administrative  ('G&A')  expenses,  which are included in
operating  expenses,  decreased  $87.6 million,  or 26.0%,  to $249.0 million in
2002, from $336.6 million in 2001. The decrease in G&A expenses was attributable
to (i) a decrease in revenue for 2002, (ii) cost reduction initiatives that were
implemented  in 2001 and throughout  2002 across MPS's  divisions in response to
the lower revenue  levels and (iii) the  elimination  of  duplicative  corporate
infrastructure  responsibilities.  The decrease in revenue primarily reduces the
variable component of compensation for the Company's  employees.  Certain of the
cost  reduction  initiatives  include the  reduction of the  Company's  salaried
workforce,  and the  realignment  of  compensation  levels   for  the  Company's
employees.

The  aforementioned  charge of $25.9  million,  which was incurred in the fourth
quarter of 2002, was comprised of the following:  (1) The Company elected not to
participate in a recapitalization  of a minority  investment  originally made in
1996. This election resulted in the investment being impaired.  As a result, the
Company wrote off the  investment  in its entirety  resulting in a $16.2 million
charge.  See Note 18 to the  Company's  Consolidated  Financial  Statements  for
further  discussion;  (2) The Company  recorded a $9.7  million  charge for exit
costs  associated  with the  abandonment of excess real estate  obligations  for
certain  vacant office space.  This charge was recorded in accordance  with SFAS
No. 146, 'Accounting for Costs Associated with Exit or Disposal.' See Note 17 to
the Company's Consolidated Financial Statements for further discussion.

In  accordance  with SFAS No.  142,  the  Company  did not record  any  goodwill
amortization  in  2002.  See  Note 5 to  the  Company's  Consolidated  Financial
Statements for further discussion.

Income from  operations.  Income from  operations  decreased  $18.4 million,  or
75.7%,  to $5.9  million  in 2002,  from  $24.3  million  in 2001.  Income  from
operations  as a percentage of revenue  decreased to 0.5% in 2002,  from 1.6% in
2001.

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 $5.0 million, or 47.2%, to $5.6 million in 2002, from
$10.6 million in 2001. The decrease in interest  expense is related to the lower
level of borrowings under the Company's credit facility during 2002. As of March
12,  2003,  there  are no  borrowings  outstanding  under the  Company's  credit
facility.  Interest  expense  was  offset by $1.7  million  and $1.4  million of
interest and other income in 2002 and 2001, respectively.

Income taxes. The Company recognized an income tax provision of $14.6 million in
2002, compared to a provision of $6.8 million in 2001. Included in the provision
for 2002 is an $8.7  million  charge  recognized  in the  fourth  quarter  for a
proposed  adjustment related to an ongoing audit by the Internal Revenue Service
of prior years' tax returns. See Note 7 to the Company's  Consolidated Financial
Statements for further discussion. Absent this charge and the tax benefit on the
previously mentioned investment impairment and exit costs in 2002, the Company's
effective tax rate decreased to 40.6% in 2002 as compared to 44.9% in 2001. This
decrease  is  primarily  due  to the  discontinuance  of  goodwill  amortization
required by SFAS No.  142.  In 2001,  non-deductible  goodwill  amortization  on
certain  acquisitions  had an increased  effect on the  Company's  effective tax
rate.

Income  before  cumulative  effect  of  accounting  change.  As a result  of the
foregoing,  income before cumulative effect of accounting change decreased $20.9
million,  to a $12.6 million loss in 2002,  from $8.3 million of income in 2001.
Excluding  goodwill  amortization  in the year  earlier  period,  income  before
cumulative  effect of accounting  change  decreased  $47.9  million,  to a $12.6
million loss in 2002, from $35.3 million of income in 2001.

Segment Results

IT Services division

Revenue in the IT services  division  decreased  $195.5  million,  or 25.4%,  to
$575.3  million in 2002,  from $770.8  million in 2001.  On a constant  currency
basis,  excluding the effects of exchange rates,  revenue  decreased  26.4%. The
decrease  was  attributable  to  the  diminished  demand  for IT  services.  The
division's  customers  continued to experience a constrained ability to spend on
IT initiatives due to uncertainties relating to the economy.

Of the division's revenue, approximately 65% and 71% was generated in the United
States  in  2002  and  2001,   respectively.   The   remainder   was   generated
internationally,  primarily  in the United  Kingdom.  Revenue  generated  in the
United  States  decreased  30.8% in 2002.  On a local  currency  basis,  revenue
decreased 15.7% for revenue generated internationally.

Gross profit for the IT services division decreased $46.0 million,  or 27.3%, to
$122.3 million in 2002 from $168.3  million in 2001. The gross margin  decreased
to 21.3% in 2002,  from 21.8% 2001. The decrease in gross margin is attributable
to the division's international  operations,  where it experienced a decrease in
bill rates,  which exceeded the related  decrease in pay rates of the division's
primarily hourly employees,  along with a shift in the mix of its services.  For
revenue generated internationally,  the gross margin decreased to 15.4% in 2002,
from 16.6 % in 2001.  For  revenue  generated  in the United  States,  the gross
margin increased to 24.4% in 2002, from 24.0% in 2001.

The IT services  division's G&A expenses  decreased $22.6 million,  or 18.1%, to
$102.0 million in 2002, from $124.6 million in 2001. As a percentage of revenue,
the division's G&A expenses  increased to 17.7% in 2002, from 16.2% in 2001. The
decrease in the  division's  G&A  expenses is  associated  with the  decrease in
revenue for 2002, and cost reduction initiatives implemented within the division
in 2001 and throughout 2002.

Income from operations for the IT services division  decreased $2.8 million,  or
20.9%, to $10.6 million in 2002, from $13.4 million in 2001.  Excluding goodwill
amortization in 2001, income from operations  decreased $22.2 million, or 67.7%,
to $10.6 million in the 2002, from $32.8 million in 2001.


Professional Services division

Revenue in the  professional  services  division  decreased  $113.7 million,  or
18.7%,  to $495.2 million in 2002, from $608.9 million in 2001. The decrease was
attributable to the diminished demand for staffing services and workforce
solutions provided by the division.

Of the division's revenue, approximately 64% and 68% was generated in the United
States in 2002 and 2001, respectively. The remainder was generated in the United
Kingdom.  Included  in revenue  for 2001 was $20.7  million of revenue  from the
Company's  scientific operating unit which was sold in 2001. Included in revenue
for 2002 was $9.1 million of revenue from the Company's mid-year  acquisition of
a health  care  staffing  business.  On an  organic  basis,  excluding  both the
divestiture  and  the  acquisition,  revenue  generated  in  the  United  States
decreased 21.9% for 2002. On a local currency basis, revenue decreased 11.8% for
revenue in the United Kingdom.

Excluding the divested  scientific  unit,  the  professional  services  division
operates  primarily  through five operating  units  consisting of accounting and
finance,  legal,  engineering,  workforce  management and executive search,  and
health  care,  which  contributed   42.6%,   11.9%,   34.7%,   9.0%,  and  1.8%,
respectively,  of the  division's  revenue by group during 2002,  as compared to
42.1%, 12.6%, 35.5%, 9.8%, and 0%, respectively, during 2001.

Gross profit for the professional  services division decreased $46.9 million, or
23.7%,  to $151.1  million in 2002 from $198.0 million in 2001. The gross margin
decreased to 30.5% in 2002,  from 32.5% in 2001. The decrease in gross margin is
primarily  attributable to a decrease in bill rates for the services provided by
the  division  and,  to a lesser  extent,  the lower  level of  direct  hire and
permanent  placement  fees,  which generate a higher margin.  As a percentage of
revenue,  the division's  direct hire and permanent  placement fees decreased to
5.0% of revenue in 2002, from 6.3% in 2001.

The professional  services  division's G&A expenses decreased $21.2 million,  or
15.1%,  to $119.2 million in 2002,  from $140.4 million in 2001. As a percentage
of revenue,  the division's G&A expenses  increased to 24.1% in 2002, from 23.1%
in 2001.  The decrease in the  division's  G&A expenses is  associated  with the
decrease in revenue for 2002, and cost reduction initiatives  implemented within
the division in 2001 and throughout 2002.

Income from operations for the professional  services  division  decreased $15.0
million,  or 37.7%,  to $24.8  million  in 2002,  from  $39.8  million  in 2001.
Excluding goodwill  amortization in 2001, income from operations decreased $26.6
million, or 51.8%, to $24.8 million in the 2002, from $51.4 million in 2001.


IT Solutions division

Revenue in the IT solutions division decreased $84.3 million, or 49.9%, to $84.5
million in 2002,  from $168.8  million in 2001.  Weak  demand for IT  consulting
solutions was  intensified by the  uncertainties  relating to the economy.  As a
result,  management refined its focus by deciding to exit certain  non-strategic
markets.  These markets,  while generating revenue,  were not producing positive
income or cash flow from operations.

Gross profit for the IT solutions division decreased $26.3 million, or 48.1%, to
$28.4  million in 2002 from $54.7  million in 2001.  However,  the gross  margin
increased  to 33.6% in 2002,  from 32.4% in 2001.  This  increase  was driven by
higher  utilization  of the  Company's  salaried  consultants.  This  division's
business model,  unlike the Company's other divisions,  uses primarily  salaried
consultants  to meet customer  demand.  To reflect lower  customer  demand,  the
division significantly reduced billable headcount from 2001 to 2002.

The IT solutions  division's G&A expenses decreased $43.9 million,  or 61.3%, to
$27.7  million in 2002,  from $71.6 million in 2001. As a percentage of revenue,
the division's G&A expenses  decreased to 32.8% in 2002, from 42.4% in 2001. The
decrease in the division's  G&A expenses was primarily  related to reductions in
its work force that started in 2001 and continued through 2002.

Loss from operations for the IT solutions division decreased $25.3 million, to a
$3.6 million loss in 2002, from a $28.9 million loss in 2001. Excluding goodwill
amortization in 2001, loss from  operations  decreased $17.9 million,  to a $3.6
million loss in 2002, from a $21.5 million loss in 2001.


                       2001 COMPARED TO 2000

Consolidated Results

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  to  diminished
demand  for  the  Company's  services.  For  example,  the  Company's  customers
experienced  a  constrained   ability  to  spend  on  IT   initiatives   due  to
uncertainties relating to the economy.

Approximately  27% of the Company's 2001 revenue was generated  internationally,
primarily in the United Kingdom.  The Company's revenue was therefore subject to
changes in foreign currency  exchange rates. The  strengthening of the dollar in
2001 had a slight impact on revenue,  as revenue,  on a constant  currency basis
decreased 14.1%, as compared to the decrease of 15.3% above.  Constant  currency
removes the impact on revenue  from changes in exchange  rates  between the U.S.
dollar and the functional currencies of its foreign subsidiaries.

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 lower margin is due primarily to the lower  utilization
of the IT solutions  division's  salaried  consultants,  and to a lesser extent,
pricing pressures, and a decrease in direct hire and permanent placement fees.

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  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 IT solutions division, and a $0.8 million exit 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  was
attributable  to (i) a  decrease  in  revenue  for  2001,  (ii)  cost  reduction
initiatives  that were implemented in 2001 across MPS's divisions in response to
the lower revenue levels and (iii) the elimination of duplicative corporate
infrastructure responsibilities.

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  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.


Segment Results

IT Services division

Revenue in the IT services  division  decreased  $163.2  million,  or 17.5%,  to
$770.8  million in 2001,  from $934.0  million in 2000.  On a constant  currency
basis,  excluding the effects of exchange rates,  revenue  decreased  16.3%. The
decrease  was  attributable  to  the  diminished  demand  for IT  services.  The
division's   customers   experienced  a  constrained  ability  to  spend  on  IT
initiatives due to uncertainties relating to the economy.

Of the division's revenue, approximately 71% and 74% was generated in the United
States  in  2001  and  2000,   respectively.   The   remainder   was   generated
internationally,  primarily  in the United  Kingdom.  Revenue  generated  in the
United  States  decreased  21.8% in 2001.  On a local  currency  basis,  revenue
remained flat for 2001 for revenue generated internationally.

Gross profit for the IT services division decreased $40.2 million,  or 19.3%, to
$168.3 million in 2001 from $208.5  million in 2000. The gross margin  decreased
to 21.8% in 2001,  from 22.3% 2000.  The decrease in gross margin was  primarily
attributable  to a decrease in domestic bill rates and, to a lesser extent,  the
lower level of direct hire and permanent  placement fees, in 2001 as compared to
2000.  Bill rates for the  division's  domestic  operations  decreased 7% during
2001, while bill rates for the division's international operations remained flat
during the year.  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 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  division's  G&A  expenses is  associated  with the
decrease in revenue for 2001, and cost reduction initiatives  implemented within
the division in 2001.

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.


Professional Services division

Revenue in the professional  services division decreased $43.7 million, or 6.7%,
to $608.9  million in 2001,  from  $652.6  million  in 2000.  The  decrease  was
attributable  to the  diminished  demand for  staffing  services  and  workforce
solutions provided by the division.

Of the division's revenue, approximately 68% and 72% was generated in the United
States in 2001 and 2000, respectively. The remainder was generated in the United
Kingdom.  Revenue  generated in the United States decreased 11.4% for 2001. On a
local  currency  basis,  revenue  increased  10.9% for revenue  generated in the
United Kingdom.

The professional  services  division  operated  primarily through five operating
units consisting of the accounting and finance,  legal,  engineering,  workforce
management and executive search, 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 for the professional  services division decreased $19.5 million, or
9.0%, to $198.0  million in 2001 from $217.5  million in 2000.  The gross margin
decreased to 32.5% in 2001, from 33.3% in 2000. The decrease in gross margin was
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.

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.  Both
the ramp up and subsequent  elimination of a separate  corporate  infrastructure
revolved around the proposed, and subsequent cancellation of the, spinoff of the
of the Company's other two divisions.

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.


IT Solutions division

Revenue in the IT solutions  division  decreased  $72.3  million,  or 30.0%,  to
$168.8  million  in 2001,  from  $241.1  million  in 2000.  Weak  demand  for IT
consulting  solutions  was  intensified  by the  uncertainties  relating  to the
economy.

Gross profit for the IT solutions division decreased $50.2 million, or 47.8%, to
$54.7 million in 2001 from $104.9 million in 2000. The gross margin decreased to
32.4% in the  2001,  from  43.5% in 2000.  This  decrease  was  driven  by lower
utilization of the Company's  salaried  consultants.  This  division's  business
model, unlike the Company's other divisions, uses primarily salaried consultants
to meet  customer  demand.  To reflect  lower  demand,  the  division  addressed
consultant  utilization  through the downsizing of its consultant base from 2000
to 2001,  However,  the  decreased  use of the  remaining  billable  consultants
decreased the division's gross margin.

The IT 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 G&A  expenses was related to  reductions  in its work force that
started in 2001.

Income from operations for the IT solutions division decreased $34.7 million, to
a $28.9 million loss in 2001, from income of $5.8 million in 2000.

<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

The Company's  historical 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 $171.9  million  and $204.7  million as of
December  31,  2002  and  2001,  respectively.  The  Company  had  cash and cash
equivalents of $66.9 million and $49.2 million as of December 31, 2002 and 2001,
respectively.

For the years ended  December 31, 2002 and 2001,  the Company  generated  $115.9
million  and $183.6  million  of cash flow from  operations,  respectively.  The
reduction in cash flow from operations, from 2001 to 2002, is primarily due to a
reduced level of earnings in the current year,  which was somewhat  offset by an
improvement in receivables  collection.  The Company  experienced an increase in
receivables  collection  as the  main  elements  of the  Company's  back  office
integration and consolidation efforts were being completed in 2001 and 2002.

For the year ended  December 31, 2000, the Company  generated  $192.7 million of
cash flow from operations.  Included in 2000's cash flow is an $86.3 million net
tax refund.  Excluding the effect of this tax refund,  cash flow from operations
increased from 2000 to 2001. This increase again  primarily  related to improved
receivables  collection  mentioned  above,  decreasing  the cash  needed to fund
accounts receivable.

For the year ended December 31, 2002, the Company used $13.2 million of cash for
investing activities,  of which $6.7 million, net of cash acquired, was used for
the  purchase  of Elite  Medical,  Inc.,  and $6.5  million was used for capital
expenditures.  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  for  acquisitions  in the  IT  solutions
division and to a lesser extent earn-out  payments.  The Company also used $25.2
million for capital expenditures in 2000.

For the year ended December 31, 2002, the Company used $86.5 million of cash for
financing  activities,  of which $101.4 was used for repayments on the Company's
credit facility and $16.4 million was generated from stock option exercises. The
Company also used $1.4 million for the purchase of treasury stock.  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 refund
mentioned above.

The Company's  Board of Directors has  authorized  the repurchase of up to $65.0
million of the  Company's  common  stock.  The  Company  began to  utilize  this
authorization in the third quarter of 2002. As of March 12, 2003, 997,400 shares
at a cost of $5.0 million 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 $10 million.

While there can be no assurance in this regard,  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, 2002:
<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>
Operating leases                            $  77,020        $  19,739        $  36,068        $  10,905       $  10,308
Other                                             334              334                -                -               -
                                           ------------------------------------------------------------------------------
Total Contractual Cash Obligations          $  77,354        $  20,073        $  36,068        $  10,905       $  10,308
                                           ==============================================================================



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

Standby letters of credit                   $   2,401        $   2,401        $       -        $       -       $       -
                                           ------------------------------------------------------------------------------
Total Commercial Commitments                $   2,401        $   2,401        $       -        $       -       $       -
                                           ==============================================================================

</TABLE>

The Company has a $200 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 of
an  individual  acquisition  is required by the  majority of the lenders if cash
consideration for the acquisition would exceed 10% of consolidated stockholders'
equity of the Company.  In 2002, the Company  reduced the notional amount of the
facility  from $350 million to $200 million to more closely  align the Company's
facility with its anticipated capital needs.

At both  December  31,  2002,  and  March 12,  2003,  there  were no  borrowings
outstanding  under the credit facility.  The Company had outstanding  letters of
credit in the amount of $2.4  million,  reducing  the amount of funds  available
under the credit facility to  approximately  $197.6 million at both December 31,
2002,  and March 12,  2003.  While there can be no  assurance  that a new credit
facility can be obtained on terms acceptable to management,  management  expects
to enter into a new revolving  credit  facility during 2003. The size and timing
will  depend upon the capital  needs of the  Company  and the  condition  of the
lending environment.


<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 judgments.

Revenue Recognition

The Company recognizes revenue at the time services are provided and is recorded
on a time and materials  basis.  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 a variety of factors
including:  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.

Income Taxes

The  provision  for income taxes is based on income  before taxes as reported in
the  Company's  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.

Significant  management  judgment  is required  in  determining   the  Company's
provision  for  income  taxes,  deferred  tax  assets  and  liabilities  and any
valuation  allowance  recorded  against the  Company's  net deferred tax assets.
Management  evaluates  all  available  evidence to determine  whether it is more
likely than not that some portion or all of the deferred  income tax assets will
not be realized.  The establishment and amount of a valuation allowance requires
significant  estimates  and judgment  and can  materially  affect the  Company's
results of operations.  The company's effective tax rate may vary from period to
period  based,  for  example,  on changes in estimated  taxable  income or loss,
changes to the  valuation  allowance,  changes to federal,  state or foreign tax
laws,  deductibility  of certain  costs and  expenses by  jurisdiction  and as a
result of acquisitions.

The Company has a net  deferred  tax asset of $67.5  million as of December  31,
2002, which was created primarily by the impairment loss recorded as a change in
accounting  principle,  associated with the Company's  adoption of SFAS No. 142.
This  impairment  reduced the financial  statement  carrying amount of goodwill,
which  resulted in the tax basis of tax  deductible  goodwill being greater than
the  financial  statement  carrying  amount.  The Company's tax basis in its tax
deductible  goodwill  will be  deducted  in the  Company's  income tax  returns,
generating  $441.2 million of future tax deductions  over the next 15 years,  of
which $47.0 million will be deducted in 2003.

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 would be examined.  As part of this examination,  the Company recorded a
tax  provision  of $8.7  million  in 2002  for a  proposed  adjustment  with the
Internal  Revenue  Service.  For  a  further  discussion,  see  Note  7  to  the
Consolidated Financial Statements.

Goodwill

In July 2001,  the FASB  issued  SFAS No. 142,  'Goodwill  and Other  Intangible
Assets,'  which was  required  to be  adopted  for  fiscal  2002.  SFAS No.  142
established  accounting  and  reporting  standards  for goodwill and  intangible
assets resulting from business  combinations.  SFAS No. 142 included  provisions
discontinuing the periodic  amortization of, and requiring the assessment of the
potential  impairments  of,  goodwill  (and  intangible  assets  deemed  to have
indefinite  lives).  As SFAS No. 142 replaced  the  measurement  guidelines  for
goodwill impairment,  goodwill not considered impaired under previous accounting
literature  may be  considered  impaired  under SFAS No. 142.  SFAS No. 142 also
required that the Company  complete a two-step  goodwill  impairment  test.  The
first  step  compared  the fair  value of each  reporting  unit to its  carrying
amount,  including goodwill.  If the fair value of a reporting unit exceeded its
carrying  amount,  goodwill is not considered to be impaired and the second step
was not  required.  SFAS 142 required  completion  of this first step within the
first six months of initial  adoption and annually  thereafter.  If the carrying
amount of a reporting unit exceeded its fair value, the second step is performed
to measure the amount of impairment  loss.  The second step compared the implied
fair value of goodwill to the carrying value of a reporting unit's goodwill. The
implied fair value of goodwill is determined  in a manner  similar to accounting
for a  business  combination  with the  allocation  of the  assessed  fair value
determined  in the first  step to the assets and  liabilities  of the  reporting
unit.  The  excess of the fair  value of the  reporting  unit  over the  amounts
assigned to the assets and  liabilities  is the implied  fair value of goodwill.
This allocation  process was only performed for purposes of evaluating  goodwill
impairment  and did not  result in an entry to adjust the value of any assets or
liabilities.  An impairment  loss is  recognized  for any excess in the carrying
value of goodwill  over the  implied  fair value of  goodwill.  Upon the initial
adoption, any impairment loss identified was presented as a change in accounting
principle,  net  of  applicable  income  tax  benefit,  and  recorded  as of the
beginning of that year. Subsequent to the initial adoption,  any impairment loss
recognized would be recorded as a charge to income from operations.

The Company adopted SFAS No. 142 as of January 1, 2002. During the first quarter
of  2002,  the  Company  completed  both  steps  of  the  transitional  goodwill
impairment tests which resulted in an impairment  charge of $553.7 million,  net
of an income tax benefit of $113.0  million.  During the fourth quarter of 2002,
the  Company  completed  the  annual  goodwill  impairment  tests,  in  which no
additional  impairment was recorded.  However, the Company will perform goodwill
impairment tests on at least an annual basis going forward. If the fair value of
the reporting units decrease below their respective carrying values, the Company
may be subject to a material  charge to earnings  as a result of the  impairment
loss  that  will  need  to be  recognized.  Refer  to  Note 5 to  the  Company's
Consolidated Financial Statements for further discussion.

Exit Costs

During June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal  Activities,"  which  requires that a liability for a cost
associated with an exit or disposal activity be recognized,  at fair value, when
the liability is incurred  rather than at the time an entity  commits to a plan.
The  provisions of SFAS No. 146 are  effective  for exit or disposal  activities
initiated after December 31, 2002, with earlier adoption encouraged. The Company
adopted the provisions of SFAS No. 146 in 2002.

In 2001 and 2002, the Company  experienced a material decrease in demand for its
domestic operations. To reflect this decreased demand, the Company made attempts
to realign its real estate capacity needs and thus vacate and reorganize certain
office space.

In the fourth quarter of 2002,  management determined that the Company would not
be able to utilize this vacated office space. This determination  eliminated the
economic  benefit  associated  with the vacated office space.  As a result,  the
Company  recorded  $9.7 million of contract  termination  costs,  mainly due to,
costs  that will  continue  to be  incurred  under the  lease  contract  for its
remaining term without economic benefit to the Company.  While the Company looks
to settle excess lease obligations, the current economic environment has made it
difficult  for the  Company  to  either  settle  or find  acceptable  subleasing
opportunities.  The  average  remaining  lease  term for the  lease  obligations
included herein is approximately  2.5 years. The Company expects to realize $3.3
million in lease savings  during 2003 as a result of the charge.  See Note 17 to
the Company's Consolidated Financial Statements.

Investment Impairment

The process of assessing whether a particular equity investment's net realizable
value is less than its carrying cost requires a significant  amount of judgment.
The Company  periodically  monitors an investment for impairment by considering,
among  other  things,  the  investee's  cash  position,  projected  cash  flows,
financing needs,  liquidation preference,  most recent valuation data (including
the duration and extent to which the fair value is less than cost),  the current
investing environment,  competition and the Company's intent and ability to hold
the investment.

The  Company had a minority  investment  in a privately  held  company  that was
recorded as a non-current asset, and was included in 'Other Assets,  net' on the
Consolidated  Balance  Sheets.  The asset was carried at its original  cost plus
accrued  interest.  The investment  was  originally  made in 1996 and was set to
mature in 2004. The Company was notified  during the third quarter of 2002, that
this privately  held company was trying to raise  additional  capital  through a
recapitalization,  at terms  which  would  dilute  the  value  of the  Company's
investment,   should  (a)  the  Company   elect  not  to   participate   in  the
recapitalization  and (b)  the  recapitalization  be  completed.  In the  fourth
quarter, this privately held company completed the recapitalization. The Company
elected  not to  participate  in the  recapitalization,  which  resulted  in the
investment being impaired.  As a result, the Company wrote off the investment in
its entirety recognizing a $16.2 million charge in the fourth quarter of 2002.

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

During December 2002, the FASB issued SFAS No. 148,  "Accounting for Stock-Based
Compensation  - Transition  and  Disclosure,"  which  provides  for  alternative
methods of transition for a voluntary change to the  fair-value-based  method of
accounting for stock-based  compensation.  In addition,  SFAS No. 148 amends the
disclosure  requirements for both annual and interim financial  statements.  The
Company  adopted the disclosure  provisions of SFAS No. 148 on December 31, 2002
but continue to account for our stock-based  compensation  under APB Opinion No.
25. See Note 2 to the Company's  Consolidated  Financial Statements for  further
discussion.


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  debt  obligations  under its credit
facility 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.

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 33% of its consolidated revenues
for 2002 from international operations, approximately 97% of which were from the
United  Kingdom.  The British pound  sterling to U.S.  dollar  exchange rate has
increased  approximately  11% in 2002, from 1.45 at December 31, 2001 to 1.61 at
December 31, 2002. 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 2002. While fluctuations in the
British  pound  sterling  have not  historically  had a  material  impact on the
Company's  consolidated  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.  As
of December 31, 2002,  the Company did not hold and has not  previously  entered
into any foreign currency derivative instruments.

<PAGE>
FACTORS WHICH MAY IMPACT FUTURE RESULTS AND FINANCIAL CONDITION

Demand For The  Company's  Services has Weakened  Significantly  And Demand Will
Likely Remain Weak For Some Time Because Of The Current Economic Climate.

     The Company's results are affected by the level of business activity of its
customers,  which is driven by the level of economic  activity in the industries
and markets  they serve.  The current  economic  downturn  and  uncertainty  has
significantly  hurt its results of operations.  Further  deterioration in global
economic or political  conditions could increase these effects.  As long as this
uncertainty  remains,  management  believes  that the demand  for the  Company's
services will remained diminished. Therefore, management cannot predict when the
demand for the Company's  services will significantly  improve.  When the market
does improve,  management cannot predict, whether and to what extent, the demand
for the Company's services will improve.  Although the Company has implemented a
largely  variable cost model,  as it relates to  compensation  for a substantial
part of its business,  further  declines in revenue will have a material adverse
impact on its results.

     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.


Our Market Is Highly  Competitive And The Company May Not Be Able To Continue To
Compete Efficiently.

     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.  The Company has increasingly  competed against
services providers  offering their services from remote locations,  particularly
from offshore locations such as India. The substantially lower cost of the labor
pool  in  these  remote  locations  puts  significant  pricing  pressure  on the
Company's service offerings when it competes with these service providers. While
the Company  believes that its service  delivery model provides a superior level
of service than many of these offshore based competitors,  the increased pricing
pressure  from  these  providers  may  have a  material  adverse  impact  on the
Company's  business.  Competition  creates an aggressive pricing environment and
higher wage costs, which puts pressure on gross margins.

     The Company may also be adversely  effected by the  consolidation of vendor
lists.  As customers  have  consolidated  their  number of vendors,  the Company
historically  has a high  percentage  of wins in that it has  remained  on these
shortened  lists of approved  vendors.  Competition to be an approved vendor has
only intensified and if the Company fails to maintain its percentage of wins for
these consolidated  vendor lists, its failure will have a material impact on the
Company's results.


The Company's Business May Suffer From The Loss of Key Personnel

     The Company's  operations  are  dependent on the  continued  efforts of its
officers  and  executive  management.  In  addition,  it  is  dependent  on  the
performance  and  productivity  of its local managers and field  personnel.  The
Company's  ability to attract and retain business is  significantly  affected by
local  relationships and the quality of service rendered.  The loss of those key
officers and members of executive management may cause a significant  disruption
to our business.  Moreover, the loss of its key managers and field personnel may
jeopardize  existing client  relationships  with businesses that continue to use
the Company's  services based upon past  relationships with these local managers
and field personnel.  The loss of such key personnel could materially  adversely
affect the Company's operations, including its ability to establish and maintain
client relationships.


Possible Changes In Governmental Regulations Could Have A Material Impact On The
Company's Business

     From time to time,  legislation is proposed in the United States  Congress,
state legislative  bodies, and the foreign governments of the United Kingdom and
continental Europe, 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  business  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.


IRS Adjustments  During Periodic Income Tax Audits May Have A Material Impact On
The Company's Results

     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. In the fourth quarter of 2002, the
Company recorded an $8.7 million charge for a proposed adjustment related to its
ongoing  audit of prior years' tax returns.  While  management  has not received
notice of any additional proposed  adjustments  relating to its ongoing audit of
prior years' tax returns,  there can be no assurance  that the Internal  Revenue
Service will not propose  additional  adjustments.  Additional  adjustments  may
affect  the  Company's  financial  condition  and  financial  covenants  of  the
Company's credit facility.

The Price Of The Company's Common Stock May Fluctuate  Significantly,  Which May
Result In Losses For Investors

     The market  price for MPS's  Common  Stock has been and may  continue to be
volatile.  For example,  during the year ended  December 31, 2002, the prices of
its Common Stock as reported on the New York Stock  Exchange  ranged from a high
of $9.80 to a low of $4.35.  Its  stock  price  can  fluctuate  as a result of a
variety of  factors,  including  factors  listed in the above Risk  Factors  and
others, many of which are beyond the Company's control. These factors include:

-    actual or  anticipated  variations  in the  Company's  quarterly  operating
     results;

-    announcement of new services by the Company or its competitors;

-    announcements relating to strategic relationships or acquisitions;

-    changes in financial estimates or other statements by securities  analysts;
     and

-    changes in general economic conditions.

     Because of this  volatility,  the Company may fail to meet the expectations
of its shareholders or of securities analysts, and its stock price could decline
as a result.

<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, 2002 and 2001
        Consolidated Statements of Operations for the years ended
           December 31, 2002, 2001, and 2000
        Consolidated Statements of Stockholders' Equity for the
           years ended December 31, 2002, 2001, and 2000
        Consolidated Statements of Cash Flows for the years ended
           December 31, 2002, 2001, and 2000
        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 operations,  of  stockholders'  equity,  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, 2002 and 2001,  and the results of their  operations  and their
cash  flows for the three  years  then  ended,  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.

As discussed in Note 5 to the  Consolidated  Financial  Statements,  the Company
changed  its  method  of  accounting  for  goodwill  upon  the  adoption  of the
accounting  guidance of  Statement of Financial  Accounting  Standards  No. 142,
'Goodwill and Other Intangible Assets', effective January 1, 2002.



PricewaterhouseCoopers LLP
Jacksonville, Florida
March 26, 2003

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


<TABLE>
<CAPTION>
                                                                                      December 31,      December 31,
(dollar amounts in thousands except share amounts)                                       2002               2001
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>            <C>
ASSETS
Current assets:
   Cash and cash equivalents                                                          $    66,934      $     49,208
   Accounts receivable, net of allowance of $17,506 and $19,533                           185,510           227,069
   Prepaid expenses                                                                         5,099             6,444
   Deferred income taxes                                                                    3,386             5,873
   Other                                                                                   11,632            12,102
                                                                                     ----------------------------------
      Total current assets                                                                272,561           300,696
Furniture, equipment, and leasehold improvements, net                                      38,792            48,742
Goodwill, net                                                                             511,796         1,165,961
Deferred income taxes                                                                      64,085                 -
Other assets, net                                                                          10,749            28,223
                                                                                     ----------------------------------
    Total assets                                                                      $   897,983      $  1,543,622
                                                                                     ==================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable and accrued expenses                                                   49,834            49,207
   Accrued payroll and related taxes                                                       35,885            39,524
   Income taxes payable                                                                    14,911             7,243
                                                                                     ----------------------------------
     Total current liabilities                                                            100,630            95,974
Credit facility                                                                                 -           101,000
Deferred income taxes                                                                           -            22,214
Other                                                                                      15,794            13,623
                                                                                     ----------------------------------
     Total liabilities                                                                    116,424           232,811
                                                                                     ----------------------------------
Commitments and contingencies (Notes 3, 4, 6, and 7)

Stockholders' equity:
   Preferred stock, $.01 par value; 10,000,000 shares authorized;
      no shares issued                                                                          -                 -
   Common stock, $.01 par value; 400,000,000 shares authorized;
      102,531,491 and 98,306,783 shares issued, respectively                                1,025               983
   Additional contributed capital                                                         622,079           594,061
   Retained earnings                                                                      163,781           730,085
   Accumulated other comprehensive income (loss)                                               66            (9,400)
   Deferred stock compensation                                                             (3,958)           (4,918)
   Treasury stock, at cost (290,400 shares in 2002)                                        (1,434)                -
                                                                                     ----------------------------------
     Total stockholders' equity                                                           781,559         1,310,811
                                                                                     ----------------------------------
     Total liabilities and stockholders' equity                                       $   897,983      $  1,543,622
                                                                                     ==================================
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>
MPS Group, Inc. and Subsidiaries
Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                               Years Ended December 31,
                                                                      ------------------------------------------
(dollar amounts in thousands except per share amounts)                      2002          2001            2000
------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>            <C>            <C>
Revenue                                                               $  1,154,970   $  1,548,489   $  1,827,686
Cost of revenue                                                            853,184      1,127,444      1,296,834
                                                                      ------------------------------------------
   Gross profit                                                            301,786        421,045        530,852
                                                                      ------------------------------------------
Operating expenses:
   General and administrative                                              248,959        336,577        386,327
   Depreciation and intangibles amortization                                21,017         21,724         16,852
   Amortization of goodwill                                                      -         38,398         37,029
   Exit costs (recapture)                                                    9,699              -           (753)
   Impairment of investment                                                 16,165              -              -
   Asset impairment related to sale of discontinued operations                   -              -         13,122
                                                                      ------------------------------------------
      Total operating expenses                                             295,840        396,699        452,577
                                                                      ------------------------------------------
Income from operations                                                       5,946         24,346         78,275
Other expense, net                                                           3,947          9,199         21,621
                                                                      ------------------------------------------
Income before provision for income taxes and cumulative effect
   of accounting change                                                      1,999         15,147         56,654
Provision (benefit) for income taxes                                        14,591          6,804        (63,099)
                                                                      ------------------------------------------
Income (loss) before cumulative effect of accounting change                (12,592)         8,343        119,753
Cumulative effect of accounting change (net of a $112,953
   income tax benefit)                                                    (553,712)             -              -
                                                                      ------------------------------------------
Net income (loss)                                                     $   (566,304)  $      8,343   $    119,753
                                                                      ==========================================

Basic net income (loss) per common share:
  Income (loss) before cumulative effect of accounting change         $      (0.12)  $       0.09   $       1.24
  Cumulative effect of accounting change, net of tax                         (5.49)             -              -
                                                                      ------------------------------------------
Basic net income (loss) per common share                              $      (5.62)  $       0.09   $       1.24
                                                                      ==========================================
Average common shares outstanding, basic                                   100,833         97,868         96,675
                                                                      ==========================================

Diluted net income (loss) per common share:
  Income (loss) before cumulative effect of accounting change         $      (0.12)  $       0.08   $       1.23
  Cumulative effect of accounting change, net of tax                         (5.49)             -              -
                                                                      ------------------------------------------
Diluted net income (loss) per common share                            $      (5.62)  $       0.08   $       1.23
                                                                      ==========================================
Average common shares outstanding, diluted                                 100,833         98,178         97,539
                                                                      ==========================================

</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>
MPS Group, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity

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

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                 96,796,217      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
Comprehensive loss:
   Net loss                                         -        -        -            -    (566,304)         -          -
   Foreign currency translation                     -        -        -            -           -      7,958          -
   Derivative instruments, net of
      related tax benefit                           -        -        -            -           -      1,508          -
Total comprehensive loss                            -        -        -            -           -          -          -     (556,838)
Issuance of common stock related to
   business combinations                    1,149,679       11        -        8,714           -          -          -        8,725
Exercise of stock options and related
   tax benefit                              2,871,696       29        -       18,023           -          -          -       18,052
Purchase of treasury stock                          -        -   (1,434)           -           -          -          -       (1,434)
Issuance of restricted stock                  203,333        2        -        1,281           -          -     (1,283)           -
Vesting of restricted stock                         -        -        -            -           -          -      2,243        2,243
                                          -----------------------------------------------------------------------------------------
Balance, December 31, 2002                102,531,491   $1,025  $(1,434)   $ 622,079    $163,781    $    66    $(3,958)  $  781,559
                                          =========================================================================================

</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)                                            2002          2001           2000
--------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>             <C>            <C>
Cash flows from operating activities:
   Net income (loss)                                                $ (566,304)     $   8,343      $  119,753
   Adjustments to net income (loss) to net cash provided
    by operating activities:
       Exit costs (recapture)                                            9,699              -            (753)
       Impairment of investment                                         16,165              -               -
       Cumulative effect of accounting change, net of tax              553,712              -               -
       Impairment of asset related to sale of discontinued operations        -              -          13,122
       Depreciation and identified intangibles amortization             21,017         21,724          16,852
       Amortization of goodwill                                              -         38,398          37,029
       Changes in assets and liabilities, net of acquisitions:
         Accounts receivable                                            53,082        111,238         (13,994)
         Prepaid expenses and other assets                              (1,807)         3,073           6,805
         Deferred income taxes                                          28,217          3,553           4,422
         Deferred compensation                                           2,243          1,331              24
         Accounts payable and accrued expenses                           5,182             (2)         12,802
         Accrued payroll and related taxes                              (5,046)        (1,851)         (3,401)
         Other, net                                                       (279)        (2,216)             54
                                                                    -----------------------------------------
           Net cash provided by operating activities                   115,881        183,591         192,715
                                                                    -----------------------------------------
Cash flows from investing activities:
   Purchase of furniture, equipment, and leasehold
     improvements, net of disposals                                     (6,487)       (14,814)        (25,150)
   Purchase of businesses, including additional earn-outs on
     acquisitions, net of cash acquired and businesses sold             (6,739)          (509)       (123,633)
                                                                    -----------------------------------------
           Net cash used in investing activities                       (13,226)       (15,323)       (148,783)
                                                                    -----------------------------------------
Cash flows from financing activities:
   Repurchases of common stock                                          (1,434)             -               -
   Proceeds from stock options exercised                                16,387            373           4,880
   Borrowings on indebtedness                                                -          2,000         543,000
   Repayments on indebtedness                                         (101,423)      (118,962)       (595,284)
                                                                    -----------------------------------------
           Net cash used in financing activities                       (86,470)      (116,589)        (47,404)
                                                                    -----------------------------------------
Effect of exchange rate changes on cash and cash equivalents             1,541         (7,484)            (41)
                                                                    -----------------------------------------
Net increase (decrease) in cash and cash equivalents                    17,726         44,195          (3,513)

Cash and cash equivalents, beginning of year                            49,208          5,013           8,526
                                                                    -----------------------------------------
Cash and cash equivalents, end of year                              $   66,934     $   49,208      $    5,013
                                                                    =========================================
</TABLE>


See accompanying notes to consolidated financial statements.

<PAGE>




<TABLE>
<CAPTION>
                                                                               Years Ended December 31,
(dollar amounts in thousands except for per share amounts)                 2002           2001           2000
------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>            <C>            <C>
SUPPLEMENTAL CASH FLOW INFORMATION
   Interest paid                                                      $     4,534    $     12,711   $     22,112
   Income taxes paid                                                        6,214          13,873         11,586




NON-CASH INVESTING AND FINANCING ACTIVITIES

     During 2002 and 2000, the Company  completed one and several  acquisitions,
respectively.  There  were no  acquisitions  in  2001.  In  connection  with the
acquisitions, liabilities were assumed as follows:

                                                                                        Years Ended December 31,
                                                                                          2002           2000
------------------------------------------------------------------------------------------------------------------


   Fair value of assets acquired                                                     $     7,367    $     73,344
   Cash paid                                                                              (7,000)        (63,550)
                                                                                       ----------     -----------
   Liabilities assumed                                                               $       367    $      9,794
                                                                                       ==========     ===========





</TABLE>

<PAGE>
1. DESCRIPTION OF BUSINESS

     MPS  Group,  Inc.  ('MPS'  or  the  'Company')  (New  York  Stock  Exchange
symbol:MPS)  delivers a mix of consulting,  solutions,  and staffing services in
the disciplines of information technology (IT) services, finance and accounting,
legal, engineering, IT solutions, work force management, executive search, human
capital automation, and health care.

     In the beginning of 2002, the Company  completed its name change from Modis
Professional  Services,  Inc. to MPS Group,  Inc., to further  position MPS as a
specialist provider of business services.

     MPS consists of three divisions: the IT services division; the professional
services division; and the IT solutions division.


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. See Note 14 to the Consolidated Financial Statements.

     The Company adopted Statements of Financial  Accounting  Standards ('SFAS')
No. 144, 'Accounting for the Impairment or Disposal of Long-Lived Assets,' as of
January 1, 2002. 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 and Other Identifiable Intangible Assets

     In July 2001, the Financial Accounting Standards Board ('FASB') issued SFAS
No.  142,  'Goodwill  and Other  Intangible  Assets,'  which was  required to be
adopted for fiscal  2002.  SFAS No. 142  established  accounting  and  reporting
standards  for  goodwill  and   intangible   assets   resulting   from  business
combinations.  SFAS No.  142  included  provisions  discontinuing  the  periodic
amortization  of, and requiring the assessment of the potential  impairments of,
goodwill (and intangible  assets deemed to have indefinite  lives).  As SFAS No.
142 replaced the measurement  guidelines for goodwill  impairment,  goodwill not
considered  impaired  under  previous  accounting  literature  may be considered
impaired  under  SFAS No.  142.  SFAS No.  142 also  required  that the  Company
complete a two-step  goodwill  impairment test. The first step compared the fair
value of each reporting unit to its carrying amount,  including goodwill. If the
fair value of a reporting  unit  exceeded its carrying  amount,  goodwill is not
considered  to be  impaired  and the  second  step  was not  required.  SFAS 142
required  completion  of this first step  within the first six months of initial
adoption and annually  thereafter.  If the carrying  amount of a reporting  unit
exceeded  its fair value,  the second step is performed to measure the amount of
impairment  loss. The second step compared the implied fair value of goodwill to
the carrying  value of a reporting  unit's  goodwill.  The implied fair value of
goodwill  is  determined  in a  manner  similar  to  accounting  for a  business
combination  with the  allocation of the assessed  fair value  determined in the
first step to the assets and  liabilities  of the reporting  unit. The excess of
the fair value of the reporting unit over the amounts assigned to the assets and
liabilities is the implied fair value of goodwill.  This allocation  process was
only performed for purposes of evaluating goodwill impairment and did not result
in an entry to adjust the value of any assets or liabilities. An impairment loss
is recognized  for any excess in the carrying value of goodwill over the implied
fair  value  of  goodwill.  Upon  the  initial  adoption,  any  impairment  loss
identified was presented as a change in accounting principle,  net of applicable
income tax benefit, and recorded as of the beginning of that year. Subsequent to
the initial  adoption,  any impairment  loss  recognized  would be recorded as a
charge to income from operations.

     The Company  adopted  SFAS No. 142 as of January 1, 2002.  During the first
quarter of 2002, the Company  completed both steps of the transitional  goodwill
impairment tests which resulted in an impairment  charge of $553.7 million,  net
of an income tax benefit of $113.0  million.  During the fourth quarter of 2002,
the  Company  completed  the  annual  goodwill  impairment  tests,  in  which no
additional  impairment was recorded.  For further discussion,  see Note 5 to the
Consolidated Financial Statements.

     In July 2002,  the Company  acquired  Elite  Medical,  Inc.,  a health care
staffing  business.   The  acquisition  was  recorded  in  accordance  with  the
provisions of SFAS No. 141 'Business Combinations'.  For further discussion, see
Note 3 'Business  Combinations'  and Note 5,  'Goodwill  and Other  Identifiable
Intangible Assets' to the Consolidated Financial Statements.

Revenue Recognition

     The Company  recognizes  revenue at the time  services  are provided and is
recorded on a time and materials  basis.  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.

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

     During  December 2002,  the Financial  Accounting  Standards  Board (FASB),
issued SFAS No. 148,  'Accounting for Stock-Based  Compensation - Transition and
Disclosure,'  which  provides  for  alternative  methods  of  transition  for  a
voluntary  change to the  fair-value-based  method of accounting for stock-based
compensation.  In addition,  SFAS No. 148 amends the disclosure  requirements of
SFAS No.  123,  'Accounting  for  Stock-Based  Compensation,'  to  require  more
prominent  disclosure in both annual and interim financial  statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results.

     The Company  accounts for its  employee and director  stock option plans in
accordance with APB Opinion No. 25,  'Accounting for Stock Issued to Employees,'
and related  Interpretations.  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.  If the Company had elected
to  recognize  compensation  cost for all  outstanding  options  granted  by the
Company,  by applying the fair value  recognition  provisions of SFAS No. 148 to
stock-based  employee  compensation,  net (loss) income and (loss)  earnings per
share would have been reduced to the pro forma amounts indicated below.
<TABLE>
<CAPTION>
(dollar amounts in thousands except per share amounts)                              2002            2001           2000
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>            <C>            <C>
Net income (loss)
   As reported                                                                $   (566,304)  $      8,343   $    119,753
     Total stock-based employee compensation expense determined
     under fair value based method for all awards, net of
     related tax effects                                                            (4,451)       (11,037)        (7,769)
                                                                                 -----------------------------------------
   Pro forma                                                                  $   (570,755)  $     (2,694)  $    111,984
                                                                                 =========================================

Basic net income (loss) per common share
   As reported                                                                $      (5.62)  $       0.09   $       1.24
   Pro forma                                                                  $      (5.66)  $      (0.03)  $       1.16
Diluted net income (loss) per common share
   As reported                                                                $      (5.62)  $       0.08   $       1.23
   Pro forma                                                                  $      (5.66)  $      (0.03)  $       1.15
</TABLE>

<PAGE>
     The weighted  average fair values of options granted during 2002, 2001, and
2000 were $3.99,  $2.68,  and $4.57 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>

                                                                                   2002            2001           2000
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>            <C>            <C>
Expected dividend yield                                                                  -              -              -
Expected stock price volatility                                                        .77            .42            .35
Risk-free interest rate                                                               3.78           4.88           4.99
Expected life of options (years)                                                      5.00           7.87           7.87
</TABLE>


Derivative Instruments and Hedging Activities

     The Company  accounts for derivative  instruments  in accordance  with SFAS
Nos. 133, 137, and 138 related to  "Accounting  for Derivative  Instruments  and
Hedging  Activities"  ('SFAS No. 133, as amended').  Derivative  instruments are
recorded on the balance sheet as either an asset or liability  measured at their
fair value.  If the derivative is designated as a fair value hedge,  the changes
in the fair value of the derivative and of the hedged item  attributable  to the
hedged risk are  recognized  in earnings.  If the  derivative is designated as a
cash flow hedge, the effective  portions of the changes in the fair value of the
derivative  are  recorded as a component  of  'Accumulated  other  comprehensive
income  (loss)' and  recognized in the  'Consolidated  statements of operations'
when the hedged item affects  earnings.  Ineffective  portions of changes in the
fair value of hedges are  recognized in earnings.  The Company  adopted SFAS No.
133, as amended,  in the first quarter of 2001. 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.

     In 2001, the Company  entered into interest rate swap  agreements to manage
and reduce the risk inherent in interest rate fluctuations.  The Company entered
into these agreements 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.  These  derivatives were classified as cash flow
hedges as  interest  rate swap  agreements  are  considered  hedges of  specific
borrowings.  Differences  received under the swap  agreements were recognized as
adjustments to interest expense. Accordingly, changes in the fair value of these
hedges were recorded in 'Accumulated  other  comprehensive  loss' on the balance
sheet.  As of December 31,  2002,  there were no interest  rate swap  agreements
outstanding.

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

Income Taxes

     The  provision for income taxes is based on income before taxes as reported
in the accompanying  Consolidated Statements of Operations.  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 taxable income.

     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 would be examined.  As part of this examination,  the Company recorded a
tax  provision  of $8.7  million  in 2002  for a  proposed  adjustment  with the
Internal  Revenue  Service.  For  a  further  discussion,  see  Note  7  to  the
Consolidated Financial Statements.

Net Income (Loss) 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 100.8 million,  97.9 million,  and 96.7 million in 2002, 2001
and 2000,  respectively.  The only  difference in the  computation  of basic and
diluted  earnings per share is the  inclusion  of 310,000 and 864,000  potential
common  shares  in 2001  and  2000,  respectively.  As the  Company  was in loss
position for 2002,  before the cumulative  effect of an accounting  change,  the
potential  common shares for 2002 were excluded from the  calculation of diluted
earnings per share as the shares  would have had an  anti-dilutive  effect.  See
Note 10 to the Consolidated Financial Statements.

Excess Real Estate Obligations

     During  June 2002,  the FASB issued  SFAS No.  146,  "Accounting  for Costs
Associated  with Exit or Disposal  Activities,"  which requires that a liability
for a cost associated with an exit or disposal  activity be recognized,  at fair
value,  when the liability is incurred rather than at the time an entity commits
to a plan.  The  provisions  of SFAS No. 146 are  effective for exit or disposal
activities  initiated after December 31, 2002, with earlier adoption encouraged.
The  Company  adopted  the  provisions  of SFAS No.  146 in 2002.  In the fourth
quarter of 2002,  the Company  recorded a $9.7  million  charge  relating to its
abandonment of excess real estate  obligations  for certain vacant office space.
See Note 17 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 2000 and 2001 to conform to the
2002 presentation.


3. BUSINESS COMBINATIONS

     In July  2002,  the  Company  acquired  Elite  Medical,  Inc.  (the  'Elite
acquisition'),  a health care staffing business. Purchase consideration included
$7.0 million cash at closing,  1.1 million  shares of MPS Common Stock valued at
$8.7 million,  and the  entitlement  of additional  consideration  of up to $1.0
million worth of MPS Common Stock.

     The Company did not make any acquisitions in 2001. During 2000, the Company
acquired the  following  companies  which were  accounted for under the purchase
method of accounting:  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 $70.9  million,  comprised of $63.6 million in
cash and $7.4 million in notes payable to former stockholders.

     As the  aforementioned  acquisitions  did not  have a  material  effect  on
results of operations, pro forma information has not been shown.

     The Company,  in the past,  has been  obligated  under certain  acquisition
agreements to make earn-out payments to former  stockholders of certain acquired
companies,   accounted  for  under  the  purchase  method  of  accounting,  upon
attainment of certain  earnings targets of the acquired  companies.  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.  All
earn-out  payments  were  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 remained as employees
of the Company  received a  compensation  package which was  comparable to other
employees  of the Company at the same level of  responsibility.  The Company has
not made any material earn-out payments since 2000.

<PAGE>
4.  INDEBTEDNESS

Indebtedness at December 31, 2002 and 2001 consisted of the following:
<TABLE>
<CAPTION>
(dollar amounts in thousands)                                                              2002            2001
----------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>            <C>
Credit facility (weighted average interest rate of 5.8%)                             $         -    $    101,000
Notes payable to former stockholders of acquired companies
   (interest ranging from 5.0% to 7.0%)                                                      334             757
                                                                                     ---------------------------
                                                                                             334         101,757
Current portion of notes payable                                                             334             757
                                                                                     ---------------------------
Long-term portion of notes payable                                                   $         -    $    101,000
                                                                                     ===========================
</TABLE>

     The  Company  has  a  $200  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
of an individual  acquisition is required by the majority of the lenders if cash
consideration for the acquisition would exceed 10% of consolidated stockholders'
equity of the Company.  In 2002, the Company  reduced the notional amount of the
facility  from $350 million to $200 million to more closely  align the Company's
facility with its anticipated  capital needs. 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.

     The $334,000 note payable to a former stockholder of an acquired company is
included  in the line  item  'Accounts  payable  and  accrued  expenses'  in the
Consolidated Balance Sheet. The note payable matures in 2003.


5. GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS

     The Company  adopted SFAS No. 142 effective  January 1, 2002. In connection
with the adoption of SFAS No. 142, the Company discontinued amortizing goodwill.
The changes in the carrying  amount of goodwill for the year ended  December 31,
2002, are as follows:

<TABLE>
<CAPTION>
                                                    IT            Professional            IT
(dollar amounts in thousands)                    Services           Services          Solutions           Total
-------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                <C>                <C>                <C>
Balance as of December 31, 2001                $  592,037         $  312,952         $  260,972         $1,165,961
Impairment losses                                (338,449)           (87,969)          (240,247)          (666,665)
Acquisition of Elite Medical, Inc.                      -             12,500                  -             12,500
                                               -----------        -----------        -----------        -----------
Balance as of December 31, 2002                $  253,588         $  237,483         $   20,725         $  511,796
                                               ===========        ===========        ===========        ===========
</TABLE>

     In  accordance  with  SFAS No.  142,  the  Company  performed  transitional
goodwill  impairment  tests at the  reporting  unit level as defined in SFAS No.
142.  Reporting units are equal to or one level below reportable  segments.  The
Company  engaged  an  independent   valuation  consultant  to  assist  with  the
transitional goodwill impairment tests.

     The  fair  value  of each  of the  reporting  units  was  calculated  on an
enterprise  value  basis using the  following  approaches:  (i) market  multiple
approach  and (ii)  discounted  cash flow  approach.  Under the market  multiple
approach,  market ratios and performance fundamentals relating to similar public
companies' stock prices or enterprise values were applied to the reporting units
to determine  their  enterprise  value.  Under the discounted  cash flow ("DCF")
approach,  the indicated enterprise value was determined using the present value
of the  projected  future  cash flows to be  generated  considering  appropriate
discount  rates.  The  discount  rates  used in the  calculation  reflected  all
associated risks of realizing the projected future cash flows.

     The fair  value  conclusion  of the  reporting  units  reflects  an equally
blended  value of the market  multiple  approach and the DCF approach  discussed
above. As a result of performing steps 1 and 2 of the goodwill  impairment test,
a loss of $553.7 million,  net of an income tax benefit of $113.0  million,  was
recognized  and  recorded as a  cumulative  effect of  accounting  change in the
Consolidated Statements of Operations.
<PAGE>
     During  the  fourth  quarter  of 2002,  the  Company  completed  the annual
goodwill  impairment  tests,  in which no  additional  impairment  was recorded.
However,  the Company is subject to performing  goodwill  impairment tests on at
least an annual basis going  forward.  If the fair value of the reporting  units
decrease below their respective carrying values, the Company may be subject to a
material charge to earnings as a result of the impairment loss that will need to
be recognized.

     The following table provides comparative  disclosure of adjusted net income
excluding goodwill  amortization  expense,  net of income taxes, for the periods
presented:
<TABLE>
<CAPTION>
                                                                               Years Ended December 31,
                                                                   -------------------------------------------------
(dollar amounts in thousands except per share amounts)                  2002              2001               2000
--------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>              <C>                 <C>
Income (loss) before cumulative effect of accounting change,
  as reported                                                      $   (12,592)      $     8,343        $   119,753
Goodwill amortization, net of income taxes                                   -            27,001             25,283
                                                                   ------------      ------------       ------------
Income (loss) before cumulative effect of accounting change,
  as adjusted                                                          (12,592)           35,344            145,036
Cumulative effect of accounting change, net of income taxes           (553,712)                -                  -
                                                                   ------------      ------------       ------------
Net income (loss), as adjusted                                     $  (566,304)      $    35,344        $   145,036
                                                                   ============      ============       ============

Basic income (loss) per common share:
  Income (loss) before cumulative effect of accounting change,
    as reported                                                    $     (0.12)      $      0.09        $      1.24
  Goodwill amortization, net of income taxes                                 -              0.28               0.26
                                                                   ------------      ------------       ------------
  Income (loss) before cumulative effect of accounting change,
    as adjusted                                                          (0.12)             0.36               1.50
  Cumulative effect of accounting change, net of income taxes            (5.49)                -                  -
                                                                   ------------      ------------       ------------
Basic net income (loss) per common share, as adjusted              $     (5.62)      $      0.36        $      1.50
                                                                   ============      ============       ============

Diluted income (loss) per common share:
  Income (loss) before cumulative effect of accounting change,
    as reported                                                    $     (0.12)      $      0.08        $      1.23
  Goodwill amortization, net of income taxes                                 -              0.28               0.26
                                                                   ------------      ------------       ------------
  Income (loss) before cumulative effect of accounting change,
    as adjusted                                                          (0.12)             0.36               1.49
  Cumulative effect of accounting change, net of income taxes            (5.49)                -                  -
                                                                   ------------      ------------       ------------
Diluted net income (loss) per common share, as adjusted            $     (5.62)      $      0.36        $      1.49
                                                                   ============      ============       ============
</TABLE>

     In July  2002,  the  Company  completed  the Elite  acquisition,  which was
subsequently  re-branded  as Soliant  Health,  and is included in the  Company's
professional  services division.  For the Elite acquisition, approximately $12.5
million  was  allocated  to  goodwill  and  the  Company   recorded  a  $932,000
amortizable intangible asset. The intangible asset relates to the existing value
of the target's customer  relationships at the date of acquisition.  The Company
recorded  $466,000 of amortization  expense on this asset in 2002. The remainder
will be amortized in 2003.

<PAGE>
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 (dollar amounts in thousands):
<TABLE>
<CAPTION>
Year
-------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>
2003                                                                                           $ 19,739
2004                                                                                             16,657
2005                                                                                             12,476
2006                                                                                              6,935
2007                                                                                              5,906
Thereafter                                                                                       15,307
                                                                                               --------
                                                                                               $ 77,020
                                                                                               ========
</TABLE>
     Total  rent  expense  for 2002,  2001,  and 2000 was $29.8  million,  $28.2
million,  and  $25.8  million,  respectively.  See  Note 17 to the  Consolidated
Financial  Statements for discussion of a charge for exit costs that the Company
recorded in the fourth quarter of 2002.

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.


7. INCOME TAXES

     A comparative  analysis of the provision (benefit) for income taxes, before
extraordinary items, is as follows (dollar amounts in thousands):
<TABLE>
<CAPTION>

                              2002         2001         2000
--------------------------------------------------------------
<S>                       <C>        <C>            <C>
Current:
   Federal                $ (18,891) $   (2,273)    $ (76,659)
   State                      1,557       1,657         2,945
   Foreign                    3,708       3,867         6,193
                          ------------------------------------
                            (13,626)      3,251       (67,521)
                          ------------------------------------
Deferred:
   Federal                   31,087      11,604         3,220
   State                     (1,428)      3,080        (3,032)
   Foreign                   (1,442)    (11,131)        4,234
                          ------------------------------------
                             28,217       3,553         4,422
                          ------------------------------------
                          $  14,591  $    6,804     $ (63,099)
                          ====================================
</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 (dollar amounts in thousands except percentage amounts):
<TABLE>
<CAPTION>
                                                                  2002                  2001                  2000
                                                         -------------------------------------------------------------------
                                                          AMOUNT   PERCENTAGE    AMOUNT   PERCENTAGE     AMOUNT  PERCENTAGE
----------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>           <C>      <C>           <C>      <C>          <C>
Tax computed using the federal statutory rate             $      700    35.0%   $   5,301     35.0%    $  19,829     35.0%
State income taxes, net of federal income tax effect             129     6.5        4,737     31.3           (87)    (0.1)
Non-deductible goodwill                                            -       -        3,187     21.0         2,957      5.2
Foreign tax credit carryforward                                  (49)   (2.5)         525      3.5        13,378     23.6
Investment in subsidiary                                       8,660   433.2            -        -       (99,705)  (176.0)
Reorganization of subsidiary                                       -       -       (7,909)   (52.2)            -        -
Capital loss carryforward                                      3,661   183.2            -        -             -        -
Other permanent differences                                    1,490    74.5          963      6.3           529      0.9
                                                         -------------------------------------------------------------------
                                                          $   14,591   729.9%   $   6,804     44.9%   $ (63,099)  (111.4)%
                                                         ===================================================================
</TABLE>
<PAGE>
     The components of the deferred tax assets and  liabilities  recorded in the
Consolidated balance sheets are as follows:

<TABLE>
<CAPTION>

(dollar amounts in thousands)                                                             2002            2001
------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>            <C>
Gross deferred tax assets:
   Self-insurance reserves                                                           $   1,669     $      2,003
   Allowance for doubtful accounts receivable                                            3,781            5,968
   Foreign tax credit carryforward                                                      21,611           21,389
   Net operating loss carryforward                                                       7,342           17,734
   Capital loss carryforward                                                             3,661                -
   Leases                                                                                3,395                -
   Amortization of goodwill                                                             53,829                -
   Other                                                                                 4,950            6,083
                                                                                     ---------------------------
    Total gross deferred tax assets                                                    100,238           53,177
                                                                                     ---------------------------
    Valuation allowance                                                                (25,050)         (16,303)
                                                                                     ---------------------------
      Total gross deferred tax assets, net of valuation allowance                       75,188           36,874
                                                                                     ---------------------------

Gross deferred tax liabilities:
   Amortization of goodwill                                                                  -          (44,558)
   Other                                                                                (7,717)          (8,657)
                                                                                     ---------------------------
      Total gross deferred tax liabilities                                              (7,717)         (53,215)
                                                                                     ---------------------------
      Net deferred tax asset (liability)                                             $  67,471     $    (16,341)
                                                                                     ===========================
</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's valuation allowance at December 31, 2002,  consisted of $14.0
million in foreign tax credit carryforwards, $7.3 million in state net operating
loss  carryforwards,  and $3.7  million  for a capital  loss  carryforward.  The
valuation allowance at December 31, 2001,  consisted of $13.9 million in foreign
tax  credit   carryforwards  and  $2.4  million  in  state  net  operating  loss
carryforwards.

     In addition to deferred  tax  expense,  the  Company's  deferred  tax asset
increased  by $113.0  million  in 2002 for the  income  tax  benefit  recognized
associated with the adoption of SFAS 142, and decreased  $924,000 for derivative
instruments recorded in equity.

     The Company has a net deferred tax asset in 2002  resulting  primarily from
its tax basis in deductible goodwill being greater than the associated financial
statement carrying amount. The Company recognized an impairment loss recorded as
a change in accounting  principle associated with the Company's adoption of SFAS
No. 142. This  impairment  reduced the financial  statement  carrying  amount of
goodwill.  The  Company's  tax  basis  in its tax  deductible  goodwill  will be
deducted in the  Company's  income tax  returns,  generating  $441.2  million of
future tax deductions over the next 15 years.

     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 would be examined.  As part of this examination,  the Company recorded a
tax  provision  of $8.7  million  in 2002  for a  proposed  adjustment  with the
Internal Revenue Service.


8. EMPLOYEE BENEFITS

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  $7.1 million,  $7.0 million,  net of  forfeitures,  to the profit
sharing plan for 2001 and 2000,  respectively.  During 2002,  management elected
not to match employee  deferrals.  The Company reinstated the match for the 2003
plan year. Upon reinstatement, the Company redefined the terms to match at least
25% of employee contributions up to the first 5% of total eligible compensation,
as defined in the various profit sharing plans.

     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.  Company
contributions  relating to these merged plans are included in the aforementioned
total.


<PAGE>
Deferred Compensation Plan

     The Company also has a  non-qualified  deferred  compensation  plan for its
highly compensated employees.  While the deferred compensation plan provides for
matching  contributions,  management elected not to match employee deferrals for
2002,  2001 and 2000.  The  Company  looks to invest the assets of the  deferred
compensation  plan  based  on  investment  allocations  of  the  employees.  The
liability to the  employees  for amounts  deferred is included in 'Other' in the
Liabilities section of the Consolidated Balance Sheet.

     Effective the  beginning of 2002,  the Company  purchased  insurance on the
lives of its highly compensated employees.  This company-owned life insurance is
utilized  to settle the  Company's  obligations  of deferred  compensation.  The
policies  are issued by Mutual of New York  ('MONY').  The Company has  directed
MONY to invest the assets  consistent  with the  investment  allocations  of the
employees.  The cash  surrender  value of the  company-owned  life  insurance is
included in 'Other assets, net' in the Consolidated Balance Sheet.


9. STOCKHOLDERS' EQUITY

Stock Repurchase Plan

     The Company's  Board of Directors had  authorized  the  repurchase of up to
$65.0 million of the Company's  Common Stock.  The Company began to utilize this
authorization  in the third  quarter of 2002.  As of December 31, 2002,  290,400
shares at a cost of $1.4 million 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 2.4 million 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 awards 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  market  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  originally  provided for the granting of options up to an
aggregate of 3.0 million shares of Common Stock to key employees under terms and
provisions  similar to the 1993 Plan. The 1995 plan was later amended to provide
for the granting of an additional  11.0 million  shares and, among other things,
require the exercise  price of  non-qualified  stock options to not be less than
100% of the fair market 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 material amendments to the 1995 Plan from 2000 to 2002.

     Additionally,  the  Company  assumed  the  stock  option  plans of some its
subsidiaries  upon acquisition in accordance with terms of the respective merger
agreements.  As of  December  31,  2002  and  2001,  the  assumed  plans  had an
immaterial number of options outstanding.

<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 market  value at the date of the grant upon  election to the Board.  In
addition,  the Director  Plan provides for an annual  issuance of  non-qualified
options to purchase  20,000  shares to each  director,  upon  reelection,  at an
exercise price equal to the fair market value at the date of grant. The Board of
Directors may also grant additional options to non-employee  directors from time
to time as the Board may  determine in its  discretion.  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. The options become exercisable
ratably  over a  three-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 2002,
2001 and 2000,  the  Company  granted  180,000,  490,000  and  500,000  options,
respectively,   at  an  average  exercise  price  of  $6.31,  $3.88  and  $5.13,
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, 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                                                           (11,666,729)  $ 3.63 - $33.38      $  14.83
                                                                       ----------------------------------------------
Balance, December 31, 2001                                             15,289,222   $ 1.25 - $33.38      $   6.50
   Granted                                                              3,064,503   $ 5.24 - $ 8.45      $   5.44
   Exercised                                                           (2,871,696)  $ 2.85 - $ 9.65      $   8.18
   Canceled                                                              (955,513)  $ 3.63 - $17.38      $   7.98
                                                                       ----------------------------------------------
Balance, December 31, 2002                                             14,526,516   $ 1.25 - $33.38      $   6.19
                                                                       ==============================================
</TABLE>
     In 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.  The Option Exchange Plan allowed eligible
option holders,  as defined,  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 of 2001 with the  re-grant  of 8.2  million
options.  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, 2002:
<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                           2,745,625     8.55          $  3.78          972,969     $  3.68
$  3.94 - $  5.24                           3,311,299     9.08             5.13          645,249        4.77
$  5.60 - $  6.00                           6,087,904     8.62             6.00        5,323,650        6.00
$  6.35 - $ 11.00                           1,449,183     7.62             8.13          799,977        8.49
$ 11.06 - $ 22.38                             812,505     5.90            13.61          630,755       13.78
$ 22.88 - $ 33.38                             120,000     4.51            26.66          120,000       26.66
                                           -------------------------------------------------------------------------
Total                                      14,526,516     8.42          $  6.19        8,492,600     $  6.74
                                           =========================================================================
</TABLE>
(a) Average contractual life remaining in years.
<PAGE>

     At year-end  2001,  options  with an average  exercise  price of $6.82 were
exercisable on 9.6 million  shares;  at year-end  2000,  options with an average
exercise price of $14.98 were exercisable on 8.9 million shares.

     During 2002 and 2001, the Company's  Board of Directors  issued  restricted
stock  grants of 100,000  and 200,000  shares,  respectively,  to the  Company's
President and Chief Executive Officer,  and grants of 103,333 shares and 200,000
shares to other  members of senior  management  in 2002 and 2001,  respectively.
Additionally,  in 2001,  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
$1.3 million and $5.8 million in Stockholders' equity for deferred  compensation
in 2002 and 2001,  respectively.  The  Company  recorded  $2.2  million and $1.3
million of compensation expense in 2002 and 2001, respectively,  for the vesting
of these grants. The deferred compensation is amortized on a straight line basis
over the vesting period of the grants.


10. NET INCOME PER COMMON SHARE

     The calculation of basic net (loss) income per common share and diluted net
(loss) income per common share is presented below:
<TABLE>
<CAPTION>
(dollar amounts in thousands except per share amounts)                   2002              2001               2000
----------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                <C>                <C>

Basic income (loss) per common share computation:
    Income (loss) before cumulative effect of accounting change      $   (12,592)      $     8,343        $   119,753
    Cumulative effect of accounting change, net of
      income taxes                                                      (553,712)                -                  -
                                                                     ------------      ------------       ------------
  Net income (loss)                                                  $  (566,304)      $     8,343        $   119,753
                                                                     ============      ============       ============
  Basic average common shares outstanding                                100,833            97,868             96,675
                                                                     ============      ============       ============
  Basic income (loss) per common share:
    Income (loss) before cumulative effect of accounting change      $     (0.12)      $      0.09        $      1.24
    Cumulative effect of accounting change, net of
      income taxes                                                         (5.49)                -                  -
                                                                     ------------      ------------       ------------
Basic net income (loss) per common share                             $     (5.62)      $      0.09        $      1.24
                                                                     ============      ============       ============

Diluted income (loss) per common share computation:
    Income (loss) before cumulative effect of accounting change      $   (12,592)      $     8,343        $   119,753
    Cumulative effect of accounting change, net of
      income taxes                                                      (553,712)                -                  -
                                                                     ------------      ------------       ------------
  Net income (loss)                                                  $  (566,304)      $     8,343        $   119,753
                                                                     ============      ============       ============
    Basic average common shares outstanding                              100,833            97,868             96,675
    Incremental shares from assumed exercise of stock options                  -               310                864
                                                                     ------------      ------------       ------------
  Diluted average common shares outstanding                              100,833            98,178             97,539
                                                                     ============      ============       ============
  Diluted income (loss) per common share:
    Income (loss) before cumulative effect of accounting change      $     (0.12)      $      0.08        $      1.23
    Cumulative effect of accounting change, net of
      income taxes                                                         (5.49)                -                  -
                                                                     ------------      ------------       ------------
Diluted net income (loss) per common share                           $     (5.62)      $      0.08        $      1.23
                                                                     ============      ============       ============

</TABLE>

     Options to purchase 2.3 million,  7.8 million,  and 12.8 million  shares of
common stock that were  outstanding  during 2002,  2001, and 2000  respectively,
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,  $0.75
million of unpaid  principal  and accrued  interest was forgiven and recorded as
compensation expense in the Company's  Consolidated  Statements of Operations in
both 2002 and 2001.


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,
other assets, accounts payable and accrued expenses, and notes payable to former
target 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, 2002 and 2001 is as follows (dollar amounts in thousands):

<TABLE>
<CAPTION>
                                                   Estimated
                                                   Useful Life
                                                    in Years            2002              2001
                                                  -------------     -------------------------------

<S>                                                <C>               <C>             <C>
Furniture, equipment, and leasehold                  5 - 15 /
  improvements                                      lease term       $    97,770     $      98,871
Software                                                3                  8,299            10,353
Software development                                    5                 20,103            18,469
                                                                    -------------    --------------
                                                                         126,172           127,693
  Accumulated depreciation and amortization                               87,380            78,951
                                                                    -------------    --------------
Total furniture, equipment, and leasehold
  improvements, net                                                  $    38,792     $      48,742
                                                                    =============    ==============

</TABLE>

     Total  depreciation  and amortization  expense on furniture,  equipment and
leasehold  improvements was $20.6 million,  $21.7 million, and $16.9 million for
2002, 2001, and 2000, respectively.


<PAGE>
15. QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
                                                     For the Three Months Ended                         For the
                                       ----------------------------------------------------------     Year Ended
(dollar amounts in thousands                Mar. 31,        June 30,       Sept. 30,       Dec. 31,      Dec. 31,
 except per share amounts)                   2002            2002           2002            2002          2002
-------------------------------------------------------------------------------------------------   ---------------
<S>                                    <C>            <C>             <C>            <C>            <C>
Revenue                                 $   296,453   $    288,653    $    289,428   $    280,436   $  1,154,970
Gross profit                                 76,258         74,521          75,935         75,072        301,786
Income (loss) before cumulative effect
  of accounting change                        1,946          4,176           5,290        (24,004)       (12,592)
Net income (loss)                          (551,766)         4,176           5,290        (24,004)      (566,304)
  Basic income (loss) per common share         0.02           0.04            0.05          (0.23)         (0.12)
  Basic loss per common share from
    accounting change                         (5.62)             -               -              -          (5.49)
Basic net income (loss) per
  common share                                (5.60)          0.04            0.05          (0.23)         (5.62)
  Diluted income (loss) per common share       0.02           0.04            0.05          (0.23)         (0.12)
  Diluted loss per common share from
    accounting change                         (5.49)             -               -              -          (5.49)
Diluted net income (loss) per
  common share                                (5.47)          0.04            0.05          (0.23)         (5.62)
</TABLE>

<TABLE>
<CAPTION>
                                                     For the Three Months Ended                         For the
                                       ----------------------------------------------------------     Year Ended
(dollar amounts in thousands                Mar. 31,       June 30,         Sept. 30,     Dec. 31,        Dec. 31,
 except per share amounts)                   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>



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:  IT  services,  professional
services,  and IT  solutions.  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 IT services
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.  The professional  services division
provides  expertise in a wide variety of  disciplines  including  accounting and
finance, law, engineering and technical, workforce management, executive search,
human resource consulting, and health care. The IT solutions division, operating
under the brand Idea Integration,  provides IT strategy  consulting,  design and
branding,  application development,  and integration.  The professional services
division's  results  for 2001 and 2000,  include  the  results of the  Company's
scientific  operating unit.  Results for 2002 do not include this unit as it was
sold in  December  2001.  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 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 following table summarizes segment and geographic information:
<PAGE>
<TABLE>
<CAPTION>

(dollar amounts in thousands)                             2002              2001              2000
-----------------------------------------------------------------------------------------------------


                                                  <c>               <c>               <c>
Revenue
   IT services                                       $    575,312      $    770,830      $    933,968
   Professional services                                  495,157           608,850           652,626
   IT solutions                                            84,501           168,809           241,092
                                                     ------------      ------------      ------------
         Total revenue                               $  1,154,970      $  1,548,489      $  1,827,686
                                                     ============      ============      ============

Gross profit
   IT services                                       $    122,294      $    168,317      $    208,463
   Professional services                                  151,061           197,997           217,464
   IT solutions                                            28,431            54,731           104,925
                                                     ------------      ------------      ------------
         Total gross profit                          $    301,786      $    421,045      $    530,852
                                                     ============      ============      ============

Income (loss) before provision for income taxes
 and cumulative effect of accounting change
   IT services                                       $     10,639      $     32,811      $     52,882
   Professional services                                   24,820            51,416            72,488
   IT solutions                                            (3,649)          (21,483)            9,599
                                                     ------------      ------------      ------------
                                                           31,810            62,744           134,969
   Amortization of goodwill                                     -           (38,398)          (37,029)
   Charges (a)                                            (25,864)                -           (19,665)
   Corporate interest and other income                     (3,947)           (9,199)          (21,621)
                                                     ------------      ------------      ------------
   Total income before provision for income taxes
    and cumulative effect of accounting change      $      1,999      $     15,147      $     56,654
                                                     ============      ============      ============


Geographic Areas
   Revenue
      United States                                  $    778,266      $  1,123,360      $  1,398,876
      U.K.                                                364,304           412,528           417,414
      Other                                                12,400            12,601            11,396
                                                     ------------      ------------      ------------
         Total revenue                               $  1,154,970      $  1,548,489      $  1,827,686
                                                     ============      ============      ============



                                                                          December 31,
                                                               -------------------------------
(dollar amounts in thousands)                                        2002              2001
----------------------------------------------------------------------------------------------

Assets
   IT services                                                  $    457,163      $    781,845
   Professional services                                             380,340           426,547
   IT solutions                                                       59,700           319,284
                                                                ------------      ------------
                                                                     897,203         1,527,676
      Corporate                                                          780            15,946
                                                                ------------      ------------
         Total assets                                           $    897,983      $  1,543,622
                                                                ============      ============
Geographic Areas
   Identifiable Assets
      United States                                             $    636,351      $  1,133,372
      U.K.                                                           254,169           399,259
      Other                                                            7,463            10,991
                                                                ------------      ------------
         Total assets                                           $    897,983      $  1,543,622
                                                                ============      ============
 </TABLE>

(a)  Charges  for the year ended  December  31, 2002  include (1) $16.2  million
     impairment of minority investment,  and (2) 9.7 million exit costs. Charges
     for the year ended  December 31, 2000 include (1) $13.1 million asset write
     down related to the sale of  discontinued  operations,  (2) $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 IT solutions
     division and (3) $753,000 exit recapture.
<PAGE>

17.   Excess Real Estate Obligations

     In 2001 and 2002, the Company experienced a material decrease in demand for
its domestic  operations.  To reflect this  decreased  demand,  the Company made
attempts  to  realign  its  real  estate  capacity  needs  and thus  vacate  and
reorganize certain office space.

     In the fourth quarter of 2002, management determined that the Company would
not be able to utilize this vacated  office space and,  therefore,  notified the
respective  lessors  of their  intentions.  This  determination  eliminated  the
economic  benefit  associated  with the vacated office space.  As a result,  the
Company  recorded  $9.7 million of contract  termination  costs,  mainly due to,
costs  that will  continue  to be  incurred  under the  lease  contract  for its
remaining term without economic benefit to the Company.  While the Company looks
to settle excess lease obligations, the current economic environment has made it
difficult  for the  Company  to  either  settle  or find  acceptable  subleasing
opportunities.  The  average  remaining  lease  term for the  lease  obligations
included herein is approximately  2.5 years. The Company expects to realize $3.3
million in lease savings during 2003 as a result of the charge.

     The  $9.7  million  charge  is  included  in  the  line  item  'Exit  costs
(recapture)'  in  the  Consolidated  Statements  of  Operations  for  2002.  The
following details the charge by reportable segment:
<TABLE>
<CAPTION>

(dollar amounts in thousands)                             2002
-----------------------------------------------------------------


                                                  <c>
   IT services                                       $        675
   Professional services                                    1,163
   IT solutions                                             7,861
                                                     ------------
         Total revenue                               $      9,699
                                                     ============
</TABLE>



18.   Equity Investment

     The Company had a minority  investment in a privately held company that was
recorded as a non-current asset, and was included in 'Other Assets,  net' in the
Consolidated Balance Sheet as of December 31, 2001. The asset was carried at its
original cost plus accrued interest.  The investment was originally made in 1996
and was set to mature in 2004. The Company was notified during the third quarter
of 2002, that this privately held company was trying to raise additional capital
through  a  recapitalization,  at terms  which  would  dilute  the  value of the
Company's  investment,  should (a) the Company elect not to  participate  in the
recapitalization  and (b)  the  recapitalization  be  completed.  In the  fourth
quarter, this privately held company completed the recapitalization.  he Company
elected  not to  participate  in the  recapitalization,  which  resulted  in the
investment being impaired.  As a result, the Company wrote off the investment in
its entirety recognizing a $16.2 million charge in the fourth quarter of 2002.

     The process of  assessing  whether a  particular  equity  investment's  net
realizable value is less than its carrying cost requires a significant amount of
judgment.  The Company  periodically  monitors the  investment for impairment by
considering,  among other things,  the investee's cash position,  projected cash
flows,  financing  needs,  liquidation  preference,  most recent  valuation data
(including  the  duration and extent to which the fair value is less than cost),
the current  investing  environment,  competition,  and the Company's intent and
ability to hold the investment.



<PAGE>
                                    PART III

     Information  required by Part III with respect to Directors  and  Executive
Officers of the Registrant (Item 10), Executive Compensation (Item 11), Security
Ownership of Certain  Beneficial  Owners and Management and Related  Stockholder
Matters (Item 12), and Certain  Relationships and Related Transactions (Item 13)
is to be included in 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.  Such Proxy  Statement,  when
filed, is incorporated herein by reference.


ITEM 14. CONTROLS AND PROCEDURES

     Our management,  including the Chief Executive  Officer and Chief Financial
Officer,  have  conducted  an  evaluation  of the  effectiveness  of  disclosure
controls and  procedures  pursuant to Exchange  Act Rule 13a-14.  Based on their
evaluation,  the Chief Executive  officer and Chief Financial  Officer concluded
that the  disclosure  controls and procedures are effective in ensuring that all
material  information required to be filed in this report has been made known to
them in a timely  fashion.  There have been no  significant  changes in internal
controls,  or in factors  that could  significantly  affect  internal  controls,
subsequent to the date that Chief Executive  Officer and Chief Financial Officer
completed their evaluation.

<PAGE>
                                     PART IV

ITEM 15. 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 at December 31, 2002 and 2001

        Consolidated Statements of Operations for the years ended
           December 31, 2002, 2001, and 2000

        Consolidated Statements of Stockholders' Equity for the
           years ended December 31, 2002, 2001, and 2000

        Consolidated Statements of Cash Flows for the years ended
           December 31, 2002, 2001, and 2000

        Notes to Consolidated Financial Statements

(a) 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.

(a) 3. Exhibits.

          See (c) below.

(b) Reports on Form 8-K.

               A report on Form 8-K  dated  November  14,  2002 was filed by the
          Company  in  November  2002.  The  report  was  filed  under  Item  9,
          Regulation FD Disclosure.

<PAGE>
(c) Exhibits.

3.1     Amended and restated Articles of Incorporation. (10)

3.2     Amended and Restated Bylaws. (2)

10.1    Modis Professional Services, Inc. (now MPS Group, Inc.) 2001 Employee
        Stock Purchase Plan. (9)

10.2    AccuStaff Incorporated (now MPS Group, Inc.) amended and restated
        Non-Employee Director Stock Plan. (4)

10.3    Form of Non-Employee Director Stock Option Award Agreement, as
        amended. (6)

10.4    Profit Sharing Plan. (1)

10.5    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)

10.5(a) Amendment agreement No. 1 to revolving credit and reimbursement
        agreement, dated October 27, 1999. (5)

10.5(b) Amendment agreement No. 3 to revolving credit and reimbursement
        agreement, dated October 25, 2000. (7)

10.6    Modis Professional Services, Inc. (now MPS Group, Inc.) Amended
        and Restated Stock Option Plan. (9)

10.7    Form of Stock Option Agreement under Modis Professional
        Services, Inc. (now MPS Group, Inc.) amended and restated 1995
        Stock Option Plan. (9)

10.8    Chairman Employment Agreement with Derek E. Dewan. (8)

10.8(a) Restricted Stock Agreement with Derek E. Dewan. (8)

10.9    Amended and Restated Executive Employment Agreement with
        Timothy D. Payne. (8)

10.9(a) Restricted Stock Agreement with Timothy D. Payne. (12)

10.10   Amended and Restated Executive Employment Agreement with
        Robert P. Crouch. (8)

10.10(a)Restricted Stock Agreement with Robert P. Crouch. (12)

10.11   Modis Professional Services, Inc. (now MPS Group, Inc.) Executive
        Option Plan (3)

10.12   Senior Executive Annual Incentive Plan. (5)

10.13   Form of Director's Indemnification Agreement. (6)

10.14   Form of Officer's Indemnification Agreement. (6)

10.15   Form of Award Notification under the Modis Professional Services, Inc.
        (now MPS Group, Inc.) Senior Executive Annual Incentive Plan. (9)

10.16   Executive Deferred Compensation Plan. (11)

21      Subsidiaries of the Registrant.

23      Consent of PricewaterhouseCoopers LLP.

24      Form of Power of Attorney.

99.1    Report of the Audit Committee.

99.2    Certification of Timothy D. Payne pursuant to Rule 13a-14 and 15d-14.

99.3    Certification of Robert P. Crouch pursuant to Rule 13a-14 and 15d-14.

99.4    Certification of Timothy D. Payne pursuant to 18 U.S.C. Section 1350.

99.5    Certification of Robert P. Crouch pursuant to 18 U.S.C. Section 1350.




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

(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-8 (No.
 33-88329).

(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 November 15, 1999.

(6) Incorporated by reference to the Company's Annual Report on Form 10-K filed
 March 30, 2000.

(7) Incorporated by reference to the Company's Annual Report on Form 10-K filed
 April 2, 2001.

(8) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
 filed May 16, 2001.

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

(10) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
 filed May 14, 2002.

(11) Incorporated by reference to the Company's Annual Report on Form 10-K filed
 March 26, 2002.

(12) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
 filed November 14, 2002.


EXHIBIT INDEX

21      Subsidiaries of the Registrant.

23      Consent of PricewaterhouseCoopers LLP.

24      Form of Power of Attorney.

99.1    Report of the Audit Committee.

99.2    Certification of Timothy D. Payne pursuant to Rule 13a-14 and 15d-14.

99.3    Certification of Robert P. Crouch pursuant to Rule 13a-14 and 15d-14.

99.4    Certification of Timothy D. Payne pursuant to 18 U.S.C. Section 1350.

99.5    Certification of Robert P. Crouch pursuant to 18 U.S.C. Section 1350.

<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 31, 2003

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 31, 2003
Timothy D. Payne                 Executive Officer and
                                 Director


/s/ Robert P. Crouch             Senior Vice President, Chief    March 31, 2003
Robert P. Crouch                 Financial Officer, Treasurer,
                                 and Chief Accounting Officer


/s/ Derek E. Dewan *             Chairman of the Board           March 31, 2003
Derek E. Dewan


/s/ Michael D. Abney *           Director                        March 31, 2003
Michael D. Abney


/s/ T. Wayne Davis *             Director                        March 31, 2003
T. Wayne Davis


/s/ Michael L. Huyghue *         Director                        March 31, 2003
Michael L. Huyghue


                                 Director
William M. Isaac


/s/ John R. Kennedy *            Director                        March 31, 2003
John R. Kennedy


/s/ Darla D. Moore *             Director                        March 31, 2003
Darla D. Moore


/s/ Peter J. Tanous *            Director                        March 31, 2003
Peter J. Tanous


/s/ Robert P. Crouch *By         Attorney-in-Fact                March 31, 2003
Robert P. Crouch