MODIS PROFESSIONAL SERVICES, INC.

DIRECTOR'S INDEMNIFICATION AGREEMENT

THIS  AGREEMENT  is made and entered  into as of June 29,  1999,  by and between
MODIS PROFESSIONAL  SERVICES,  INC., a Florida corporation (the  "Corporation"),
and __________________ (the "Indemnitee").

WHEREAS, the Indemnitee is a member of the Board of Directors of the Corporation
and in such capacity is performing a valuable service to the Corporation; and

WHEREAS, Section 607.0850 of the Florida Business Corporation Act, as amended to
date (the "State  Statute")  specifically  contemplates  that  contracts  may be
entered into between the  Corporation and members of its Board of Directors with
respect to indemnification of such officers and directors; and

WHEREAS,  in order to provide to the Indemnitee  assurances  with respect to the
protection  provided against liabilities that he may incur in the performance of
his duties to the Corporation,  and to thereby induce the Indemnitee to continue
to serve as a member of its Board of Directors,  the  Corporation has determined
and agreed to enter into this Agreement with the Indemnitee;

NOW, THEREFORE,  in consideration of the premises and the Indemnitee's continued
service  or a  director  after  the date  hereof,  and other  good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

1.  Indemnification.  Subject  only to the  exclusions  set  forth in  Section 2
hereof,  and in addition to any other  indemnity to which the  Indemnitee may be
entitled  under the State Statute or any bylaw,  resolution,  or agreement  (but
without  duplication  of payments  with  respect to  indemnified  amounts),  the
Corporation  hereby agrees to hold harmless and indemnify the  Indemnitee to the
full extent that the State Statute,  or any amendment thereof or other statutory
provision adopted after the date hereof, authorizes,  including, but not limited
to,  holding  harmless  and  indemnifying  the  Indemnitee  against  any and all
expenses  (including  attorneys,  fees),  judgments,  fines and amounts  paid in
settlement actually and reasonably incurred by the Indemnitee in connection with
any  threatened,  pending,  or completed  action,  suit, or proceeding,  whether
civil, criminal,  administrative, or investigative (including an action by or in
the right of the  Corporation),  to which the Indemnitee is, was, or at any time
becomes a party, or is threatened to be made a party, by reason of the fact that
the Indemnitee is, was, or at any time becomes a director,  officer, employee or
agent of the  Corporation  or any  subsidiary of the  Corporation,  or is or was
serving or at any time serves at the request of the  Corporation  as a director,
officer, employee, or agent of another corporation,  partnership, joint venture,
trust, or other enterprise.  The indemnification hereunder shall be broader than
that provided for in the Articles of Incorporation  and Bylaws,  and in addition
to any rights granted thereunder.

2.  Limitations on Indemnity.  Indemnification  or advancement of expenses shall
not be made to or on behalf of the Indemnitee:

(a) If a judgment or other final adjudication  establishes that his actions,  or
omissions  to act,  were  material  to the cause of action  so  adjudicated  and
constitute:

(i) a violation of the criminal law, unless the Indemnitee had reasonable  cause
to believe  his  conduct  was lawful or had no  reasonable  cause to believe his
conduct was unlawful;

(ii) a  transaction  from  which the  Indemnitee  derived an  improper  personal
benefit;

(iii) a circumstance under which the liability provisions of Section 607.0834 of
the State Statute are applicable to the Indemnitee; or

(iv) willful  misconduct or a conscious  disregard for the best interests of the
Corporation  in a proceeding by or in the right of the  Corporation to procure a
judgment in its favor or in a proceeding by or in the right of a shareholder.

(b) With  respect to any suit in which final  judgment  is rendered  against the
Indemnitee  for an  accounting  of profits made from the purchase or sale by the
Indemnitee  of  securities  of the  Corporation,  pursuant to the  provisions of
Section 16(b) of the  Securities  Exchange Act of 1934 or similar  provisions of
any federal,  state, or local statutory law, or on account of any payment by the
Indemnitee to the Corporation in respect of any claim for such an accounting.

(c) If a final  decision  by a court  having  jurisdiction  in the matter  shall
determine that such indemnification is not lawful.


3.  Contribution.  If the  indemnification  provided for in Section 1 thereof is
unavailable  and may not be paid to the  Indemnitee  for any  reason  other than
those set forth in Section  2(b)  hereof,  then in  respect  of any  threatened,
pending,  or completed  action,  suit, or proceeding in which the Corporation is
jointly liable with the  Indemnitee (or would be if joined in such action,  suit
or  proceeding),  the  Corporation  shall  contribute,  to the  extent it is not
prohibited  from  doing so, to the  amount of  expenses  judgments,  fines,  and
settlements  paid  or  payable  by  the  Indemnitee  in  such  proportion  as is
appropriate to reflect (a) the relative  benefits received by the Corporation on
the one hand and the  Indemnitee  on the other  hand from the  transaction  from
which such action,  suit, or proceeding arose, and (b) the relative fault of the
Corporation  on the one hand and of the  Indemnitee  on the other in  connection
with the events which resulted in such expenses, judgments, fines, or settlement
amounts,  as well as any other relevant equitable  considerations.  The relative
fault of the  corporation  on the one hand and of the  Indemnitee  on the  other
shall be determined by reference to, among other things,  the parties,  relative
intent, knowledge, access to information,  and opportunity to correct or prevent
the circumstances  resulting in such expenses,  judgments,  fines, or settlement
amounts.  The  Corporation  agrees  that it would not be just and  equitable  if
contribution  pursuant to this Section 3 were  determined by pro rata allocation
or any other method of  allocation  that does not take account of the  foregoing
equitable considerations.

4.   Continuation  of  Obligations.   All  agreements  and  obligations  of  the
Corporation  contained herein shall continue during the period the Indemnitee is
a director, officer, employee, or agent of the Corporation (or is serving at the
request of the corporation as a director, officer, employee, or agent of another
corporation,  partnership,  joint venture, trust, or other enterprise) and shall
continue  thereafter  for so long as the  Indemnitee  shall  be  subject  to any
possible claim or threatened, pending, or completed action, suit, or proceeding,
whether  civil,  criminal,  or  investigative,  by  reason  of the fact that the
Indemnitee  was an officer or a director  of the  Corporation  or serving in any
other capacity referred to herein.

5. Notification and Defense of Claim.

(a) Promptly  after receipt by the Indemnitee of notice of the  commencement  of
any action,  suit, or  proceeding,  the  Indemnitee  will, if a claim in respect
thereof is to be made against the Corporation  under this Agreement,  notify the
Corporation  of the  commencement  thereof,  but the  omission  to so notify the
Corporation  will not relieve the  Corporation  from any liability  which it may
have to the Indemnitee otherwise than under this Agreement.

(b) With  respect  to any such  action,  suit,  or  proceeding  as to which  the
Indemnitee so notifies the Corporation:

(i) the Corporation will be entitled to participate  therein at its own expense;
and

(ii) subject to Section 6 hereof,  and if the Indemnitee shall have provided his
written affirmation of his good faith belief that his conduct did not constitute
behavior of the kind described in Section 2(a) hereof and that he is entitled to
indemnification hereunder, the Corporation may assume the defense thereof.

After notice from the Corporation to the Indemnitee of its election so to assume
such defense,  the corporation  will not be liable to the Indemnitee  under this
Agreement  for  any  legal  or  other  expenses  subsequently  incurred  by  the
Indemnitee in connection with the defense  thereof,  other than reasonable costs
of investigation  or as otherwise  provided below. The Indemnitee shall have the
right to employ its separate  counsel in such action,  suit, or proceeding,  but
the fees and expenses of such counsel incurred after notice from the Corporation
of its  assumption  of the  defense  thereof  shall  be at  the  expense  of the
Indemnitee  unless (iii) the  employment of counsel by the  Indemnitee  has been
authorized by the  Corporation,  (v) counsel  designated by the  Corporation  to
conduct such defense shall not be reasonably satisfactory to the Indemnitee,  or
(v) the  Corporation  shall  not in fact have  employed  counsel  to assume  the
defense of such  action,  in each of which  cases the fees and  expenses of such
counsel shall be at the expense of the  Corporation.  For the purposes of clause
(v) above, the Indemnitee shall be entitled to determine that counsel designated
by the Corporation is not reasonably  satisfactory if, among other reasons,  the
Indemnitee shall have been advised by qualified counsel that,  because of actual
or potential  conflicts of interest in the matter between the Indemnitee,  other
officers or  directors  similarly  indemnified  by the  Corporation,  and/or the
Corporation,  representation  of the  Indemnitee  by counsel  designated  by the
Corporation  is likely to  materially  and  adversely  affect  the  Indemnitee's
interest or would not be permissible under applicable canons of legal ethics.

(c) The Corporation  shall not be liable to indemnify the Indemnitee  under this
Agreement  for any amounts paid in  settlement  of any action or claim  effected
without the Corporation's  written consent. The Corporation shall not settle any
action or claim in any manner  which would impose any penalty or  limitation  on
the  Indemnitee   without  the  Indemnitee  Is  written  consent.   Neither  the
Corporation  nor  the  Indemnitee  will  unreasonably  withhold  consent  to any
proposed settlement.

6. Advancement and Repayment of Expenses.  Upon request therefor  accompanied by
reasonably  itemized  evidence of  expenses  incurred,  and by the  Indemnitee's
written  affirmation  of his good faith belief that his conduct met the standard
applicable  to  indemnification  pursuant  to  Section  1  hereof  and  did  not
constitute behavior of the kind described in Section 2(a) hereof, and that he is
entitled to  indemnification  hereunder,  the  Corporation  shall advance to the
Indemnitee  the  reasonable  expenses  (including  attorneys'  fees and costs of
investigation  and  defense  (including  the  fees of  expert  witnesses,  other
professional advisors, and private investigators))  incurred by him in defending
any civil or criminal  suit,  action,  or proceeding for which the Indemnitee is
entitled (assuming an applicable  standard of conduct is met) to indemnification
pursuant to this Agreement. In the alternative and in the Indemnitee's exclusive
discretion, the Corporation will assume direct responsibility for the payment of
all such  expenses  after the  Indemnitee  has provided the  Corporation  with a
written  request to assume direct  responsibility  for such payment and after he
has complied with the affirmation  requirements  provided above.  The Indemnitee
agrees to reimburse  the  Corporation  for all  reasonable  expenses paid by the
Corporation,  whether pursuant to this Section or Section 5 hereof, in defending
any action,  suit, or proceeding  against the Indemnitee in the event and to the
extent  that it  shall  ultimately  be  determined  that the  Indemnitee  is not
entitled to be  indemnified  by the  Corporation  for such  expenses  under this
Agreement.  Any  advances  and the  Indemnitee's  agreement  to  repay  shall be
unsecured and interest-free.


7. Agreement to Serve.  The  Indemnitee  hereby agrees to continue to serve as a
director of the Corporation faithfully and to the best of his ability so long as
he is duly elected and qualified in accordance with the provisions of the Bylaws
or until such time as he tenders his resignation in writing.

8.      Enforcement.


(a) The Corporation  expressly confirms and agrees that it has entered into this
Agreement  and assumed the  obligations  imposed on it hereby in order to induce
the  Indemnitee  to serve as an  officer or a director  of the  Corporation  and
acknowledges  that the  Indemnitee  will in the  future  be  relying  upon  this
Agreement in continuing to serve in such capacity.

(b) If the  Indemnitee  is required to bring any action to enforce  rights or to
collect  moneys due under this  Agreement and is successful in such action,  the
Corporation   shall  reimburse  the  Indemnitee  for  all  of  the  Indemnitee's
reasonable fees and expenses in bringing and pursuing such action.

9.  Separability.  Each of the  provisions  of this  Agreement is a separate and
distinct  agreement  and  independent  of the others,  so that if any  provision
hereof shall be held to be invalid or  unenforceable in whole or in part for any
reason,  such  invalidity or  unenforceability  shall not affect the validity or
enforceability of the other provisions hereof.

10.     Governing Law; Successors; Amendment and Termination.


(a) This Agreement shall be interpreted and enforced in accordance with the laws
of the State of Florida.

(b) This Agreement  shall be binding upon the Indemnitee and the Corporation and
its successors and assigns (including any transferee of all or substantially all
of its assets and any successor by merger or otherwise by operation of law), and
shall   inure  to  the   benefit  of  the   Indemnitee,   his  heirs,   personal
representatives,  and  assigns  and to the  benefit of the  Corporation  and its
successors and assigns.

(c) No amendment,  modification,  termination, or cancellation of this Agreement
shall be effective unless in writing signed by both parties hereto.


11. Counterparts.  This Agreement may be executed in counterparts, each of which
shall be deemed an original but all of which shall  constitute  one and the same
instrument.

12.  Notices.  All  notices,  requests  and  other  communications  required  or
permitted  hereunder  shall be in writing  and shall be deemed to have been duly
given and  received  when  delivered  in person,  when  delivered  by  overnight
delivery  service,  or three  business  days after being mailed by registered or
certified mail,  postage  prepaid,  return receipt  requested,  to the following
addresses (or to such other address as one party may from time to time designate
in writing to the other party hereto):

If to the Corporation:                  Modis Professional Services, Inc.
                                                1 Independent Drive
                                                Jacksonville, Florida 32202
                                                Attn: President

If to the Indemnitee:                   ___________________
                                        ===================


IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
day and year first above written.

MODIS PROFESSIONAL SERVICES, INC.


By:
Title:


INDEMNITEE

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