MODIS PROFESSIONAL SERVICES, INC.

        AMENDED AND RESTATED

        1995 STOCK OPTION PLAN

        


        TABLE OF CONTENTS


ARTICLE I
        DEFINITIONS     1

ARTICLE II
        THE PLANS
        2.1     Name    5
        2.2     Purpose 5
        2.3     Effective Time  5

ARTICLE III
        PARTICIPANTS    5

ARTICLE IV
        ADMINISTRATION  5
        4.1     Duties and Powers of the Committee      5
        4.2     Interpretation; Rules   6
        4.3     No Liability    6
        4.4     Majority Rule   6
        4.5     Company Assistance      6

ARTICLE V
        SHARES OF STOCK SUBJECT TO PLAN 7
        5.1     Limitations     7
        5.2     Anti-dilution   7
        5.3     Per-Employee Limitation 9

ARTICLE VI
        OPTIONS 9
        6.1     Types of Options Granted        9
        6.2     Option Grant and Agreement      9
        6.3     Optionee Limitations    9
        6.4     $100,000 Limitation     10
        6.5     Exercise Price  10
        6.6     Exercise Period 10
        6.7     Option Exercise 10
        6.8     Reload Options  12
        6.9     Nonassignability and Nontransferability of Options      12
        6.10    Termination of Employment or Service    12
        6.11    Employment Rights       13
        6.12    Certain Successor Options       13
        6.13    Effect of Change of Control     13

ARTICLE VII
        RESTRICTED STOCK        13
        7.1     Awards of Restricted Stock      13
        7.2     Non-Transferability     14
        7.3     Lapse of Restrictions   14
        7.4     Termination of Employment       14
        7.5     Treatment of Dividends  14
        7.6     Delivery of Shares      14

ARTICLE VIII
        STOCK CERTIFICATES      15
        
ARTICLE IX
        TERMINATION AND AMENDMENT       15
        9.1     Termination and Amendment       15
        9.2     Effect on Grantee's Rights      16

ARTICLE X
        RELATIONSHIP TO OTHER COMPENSATION PLANS        16

ARTICLE XI
        MISCELLANEOUS   16
        11.1    Replacement or Amended Grants   16
        11.2    Forfeiture for Competition      16
        11.3    Plan Binding on Successors      16
        11.4    Singular, Plural; Gender        17
        11.5    Headings, etc., No Part of Plan 17
        11.6    Interpretation  17

MODIS PROFESSIONAL SERVICES, INC.
        AMENDED AND RESTATED
        1995 STOCK OPTION PLAN
        
        ARTICLE I
        DEFINITIONS

As used herein,  the  following  terms have the  following  meanings  unless the
context clearly indicates to the contrary:

"Award"  shall mean a grant of Restricted Stock.

"Board"  shall mean the Board of Directors of the Company. 

"Cause" shall mean theft or destruction of property of the Company, a Parent, or
a  Subsidiary,  disregard  of Company  rules or  policies,  or conduct  evincing
willful or wanton disregard of the interests of the Company.  Such determination
shall be made by the Committee based on information presented by the Company and
the Employee and shall be final and binding on all parties hereto.

"Change in Control" shall mean the occurrence of either of the following events:

(i) A change in the composition of the Board of Directors as a result 
of which fewer than one-half of the incumbent directors are 
directors who either:

(A)     Had been directors of the Company 24 months prior to such 
change; or 

(B)     Were elected, or nominated for election, to the Board of  Directors 
with the affirmative votes of at least a majority of the directors who 
had been directors of the Company 24 months prior to such change 
and who were still in office at the time of the election or 
nomination; or

(ii) Any "person" (as such term is used in sections 13(d) and 14(d) of 
the Exchange Act), other than any person who is a shareholder of 
the Company on or before the effective date of the Plan, by the 
acquisition or aggregation of Securities is or becomes the 
beneficial owner, directly or indirectly, of securities of the 
Company representing 50 percent or more of the combined voting 
power of the Company's then outstanding securities ordinarily (and 
apart from rights accruing under special circumstances) having the 
right to vote at elections of directors (the "Base Capital Stock"); 
except that any change in the relative beneficial ownership of the 
Company's securities by any person resulting solely from a 
reduction in the aggregate number of outstanding shares of Base 
Capital Stock, and any decrease thereafter in such person's 
ownership of securities, shall be disregarded until such person 
increases in any manner, directly or indirectly, such person's 
beneficial ownership of any securities of the Company. 

"Code" shall mean the United  States  Internal  Revenue Code of 1986,  including
effective  date and transition  rules  (whether or not codified).  Any reference
herein to a specific  section of the Code shall be deemed to include a reference
to any corresponding provision of future law.

"Committee" shall mean a committee of at least two directors appointed from time
to time by the  Board,  having  the duties  and  authority  set forth  herein in
addition to any other authority granted by the Board;  provided,  however,  that
with  respect to any Options or Awards  granted to an  individual  who is also a
Section 16 Insider,  the Committee  shall consist of at least two Directors (who
need not be members of the Committee  with respect to Options or Awards  granted
to any other individuals) who are both Non-employee Directors within the meaning
of Rule 16b-3 of the  Exchange Act and Outside  Directors  within the meaning of
Code Section 162(m), and all authority and discretion shall be exercised by such
Directors,  and references  herein to the "Committee"  shall mean such Directors
insofar as any actions or  determination  of the  Committee  shall  relate to or
affect Options or Awards made to or held by any Section 16 Insider.  At any time
that the Board shall not have  appointed a committee  as  described  above,  any
reference herein to the Committee shall mean a reference to the Board.

"Company"  shall mean Modis Professional Services, Inc.

"Director" shall mean a member of the Board and any person who is an advisory or
honorary director of the Company if such person is considered a director for the
purposes of Section 16 of the Exchange  Act, as  determined by reference to such
Section 16 and to the rules, regulations, judicial decisions, and interpretative
or  "no-action"  positions  with respect  thereto of the Securities and Exchange
Commission, as the same may be in effect or set forth from time to time.

"Employee" shall mean an employee of the Employer. 

"Employer" shall mean the corporation that employs a Grantee. 

"Exchange Act" shall mean the Securities Exchange Act of 1934. Any reference 
herein to a specific section of the Exchange Act shall be deemed to include a 
reference to any corresponding provision of future law. 

"Exercise Price" shall mean the price at which an Optionee may purchase a share 
of Stock under a Stock Option Agreement. 

"Fair  Market  Value" on any date shall mean (i) the closing  sales price of the
Stock,  regular way, on such date on the national securities exchange having the
greatest volume of trading in the Stock during the thirty-day  period  preceding
the day the  value is to be  determined  or, if such  exchange  was not open for
trading on such date, the next preceding date on which it was open;  (ii) if the
Stock is not traded on any  national  securities  exchange,  the  average of the
closing  high bid and low  asked  prices of the  Stock on the  over-the  counter
market on the day such value is to be  determined,  or in the absence of closing
bids on such day, the closing bids on the next preceding day on which there were
bids; or (iii) if the Stock also is not traded on the  over-the-counter  market,
the fair market value as  determined in good faith by the Board or the Committee
based on such relevant facts as may be available to the Board, which may include
opinions of independent experts, the price at which recent sales have been made,
the book value of the Stock, and the Company's current and future earnings.

"Grantee" shall mean a person who is an Optionee or a person who has received 
an Award of Restricted Stock. 

"Incentive Stock Option" shall mean an option to purchase any stock of the 
Company, which complies with and is subject to the terms, limitations and 
conditions of Section 422 of the Code and any regulations promulgated with 
respect thereto. 

"Officer"  shall mean a person who constitutes an officer of the Company for the
purposes of Section 16 of the Exchange  Act, as  determined by reference to such
Section 16 and to the rules, regulations, judicial decisions, and interpretative
or  "no-action"  positions  with respect  thereto of the Securities and Exchange
Commission, as the same may be in effect or set forth from time to time.

"Option" shall mean an option, whether or not an Incentive Stock Option, to 
purchase Stock granted pursuant to the provisions of Article VI hereof. 

"Optionee" shall mean a person to whom an Option has been granted hereunder. 

"Parent" shall mean any corporation (other than the Employer) in an unbroken 
chain of corporations ending with the Employer if, at the time of the grant (or 
modification) of the Option, each of the corporations other than the Employer 
owns stock possessing 50 percent or more of the total combined voting power of 
the classes of stock in one of the other corporations in such chain. 

"Permanent and Total Disability" shall have the same mean as given to that term 
by Code Section 22(e)(3) and any regulations or rulings promulgated thereunder.

"Plan" shall mean the Modis Professional Services, Inc. Amended and Restated 
1995 Stock Option Plan, the terms of which are set forth herein. 

"Purchasable"  shall refer to Stock which may be purchased by an Optionee  under
the terms of this Plan on or after a certain date  specified  in the  applicable
Stock Option Agreement.

"Qualified Domestic Relations Order" shall have the meaning set forth in the 
Code or in the Employee Retirement Income Security Act of 1974, or the rules 
and regulations promulgated under the Code or such Act. 

"Reload Option" shall have the meaning set forth in Section 6.8 hereof. 

"Restricted  Stock"  shall mean Stock  issued,  subject  to  restrictions,  to a
Grantee pursuant to Article VII hereof.

"Restriction Agreement" shall mean the agreement setting forth the terms of an 
Award, and executed by a Grantee as provided in Section 7.1 hereof. 

"Section 16 Insider" shall mean any person who is subject to the provisions of 
Section 16 of the Exchange Act, as provided in Rule 16a-2 promulgated pursuant 
to the Exchange Act. 

"Stock"  shall mean the Common Stock,  par value $.01 per share,  of the Company
or, in the event that the Outstanding shares of Stock are hereafter changed into
or exchanged  for shares of a different  stock or  securities  of the Company or
some other entity, such other stock or securities.

"Stock Option Agreement" shall mean an agreement between the Company and an 
Optionee under which the Optionee may purchase Stock hereunder, a sample form 
of which is attached hereto as Exhibit A (which form may be varied by the 
Committee in granting an Option). 

"Subsidiary" shall mean any corporation (other than the Employer) in an unbroken
chain of  corporations  beginning with the Employer if, at the time of the grant
(or  modification) of the Option,  each of the corporations  other than the last
corporation  in the unbroken  chain owns stock  possessing 50 percent or more of
the total  combined  voting  power of all  classes  of stock in one of the other
corporations in such chain.
 
        ARTICLE II
        THE PLAN


2.1 Name This Plan shall be known as the Modis Professional Services, Inc.
Amended and Restated 1995 Stock Option Plan.


2.2 Purpose. The purpose of the Plan is to advance the interests of the Company,
its Subsidiaries and its shareholders by affording certain employees  (including
employees  who are  also  Directors)  of the  Company  and its  Subsidiaries  an
opportunity to acquire or increase their  proprietary  interests in the Company.
The objective of the issuance of the Options and Awards is to promote the growth
and profitability of the Company and its Subsidiaries  because the Grantees will
be provided  with an additional  incentive to achieve the  Company's  objectives
through  participation  in its  success  and  growth  and by  encouraging  their
continued association with or service to the Company.

2.3  Effective  Date.  The Plan  shall  become  effective  on August  24,  1995;
provided,  however,  that the Plan shall  terminate,  and all  Options or Awards
theretofore  granted or awarded shall become void and may not be  exercised,  on
August 24, 1996, if the  shareholders of the Company shall not by that date have
approved the Plan's adoption.


        ARTICLE III
        PARTICIPANTS

The class of persons  eligible to  participate  in the Plan shall consist of all
persons whose  participation  in the Plan the Committee  determines to be in the
best  interests  of the Company  which shall  include all  employees  (including
employees  who are also  Directors),  including  but not limited  to,  executive
personnel of the Company or any Subsidiary.

        ARTICLE IV
        ADMINISTRATION


4.1 Duties and Powers of the Committee.  The Plan shall be  administered  by the
Committee.  The  Committee  shall  select one of its members as its Chairman and
shall  hold its  meetings  at such  times and  places as it may  determine.  The
Committee  shall  keep  minutes  of its  meetings  and shall make such rules and
regulations  for the  conduct  of its  business  as it may deem  necessary.  The
Committee shall have the power to act by unanimous  written consent in lieu of a
meeting, and to meet telephonically.  In administering the Plan, the Committee's
actions  and  determinations  shall be binding on all  interested  parties.  The
Committee shall have the power to grant Options or Awards in accordance with the
provisions of the Plan and may grant Options and Awards singly,  in combination,
or in tandem.  Subject to the provisions of the Plan,  the Committee  shall have
the discretion and authority to determine  those  individuals to whom Options or
Awards will be granted and whether  such  Options  shall be  accompanied  by the
right to receive Reload  Options,  the number of shares of Stock subject to each
Option or Award, such other matters as are specified herein, and any other terms
and  conditions  of a Stock  Option  Agreement  or  Restriction  Agreement.  The
Committee  shall also have the  discretion  and  authority  to  delegate  to any
Officer its powers to grant  Options or Awards  under the Plan to any person who
is an employee of the Company but not an Officer or Director.  To the extent not
inconsistent  with the  provisions of the Plan, the Committee may give a Grantee
an election to  surrender  an Option or Award in exchange for the grant of a new
Option or Award,  and shall have the authority to amend or modify an outstanding
Stock  Option  Agreement or  Restriction  Agreement,  or to waive any  provision
thereof, provided that the Grantee consents to such action.

4.2  Interpretation;  Rules.  Subject to the express provisions of the Plan, the
Committee  also  shall  have  complete  authority  to  interpret  the  Plan,  to
prescribe, amend, and rescind rules and regulations relating to it, to determine
the details and provisions of each Stock Option Agreement, and to make all other
determinations  necessary  or  advisable  for the  administration  of the  Plan,
including,  without  limitation,  the  amending  or altering of the Plan and any
Options or Awards  granted  hereunder  as may be  required  to comply with or to
conform to any federal, state, or local laws or regulations.

4.3 No  Liability.  Neither  any  member  of the  Board  nor any  member  of the
Committee  shall be liable to any  person for any act or  determination  made in
good faith with respect to the
Plan or any Option or Award granted hereunder. 

4.4 Majority Rule. A majority of the members of the Committee shall constitute a
quorum,  and any action  taken by a  majority  at a meeting at which a quorum is
present,  or any action taken without a meeting  evidenced by a writing executed
by all  the  members  of the  Committee,  shall  constitute  the  action  of the
Committee.

4.5 Company Assistance.  The Company shall supply full and timely information to
the Committee on all matters  relating to eligible  persons,  their  employment,
death,  retirement,  disability,  or other  termination of employment,  and such
other  pertinent  facts as the Committee may require.  The Company shall furnish
the  Committee  with such  clerical and other  assistance as is necessary in the
performance of its duties.



        ARTICLE  V
        SHARES OF STOCK SUBJECT TO PLAN



5.1  Limitations.  Subject  to  any  anti-dilution  adjustment  pursuant  to the
provisions  of Section 5.2 hereof,  for the  Company's  1998  fiscal  year,  the
maximum  number  of  shares  of stock  that  may be  issued  hereunder  shall be
20,000,000.  Notwithstanding  the foregoing,  the aggregate  number of shares of
Stock that may be issued upon  exercise of  Incentive  Stock  Options  shall not
exceed 20,000,000 Shares (subject to any  anti-dilution  adjustment  pursuant to
the provisions of Section 5.2 hereof). Any or all shares of Stock subject to the
Plan may be issued in any combination of Incentive Stock Options,  Non-Incentive
Stock  Options or  Restricted  Stock.  Shares  subject to an Option issued as an
Award may be either  authorized  and unissued  shares or shares issued and later
acquired by the Company.  The shares  covered by any  unexercised  portion of an
Option that is terminated  for any reason  (except as set forth in the following
paragraph),  or any  forfeited  portion  of an Award,  may then be  optioned  or
awarded  under the Plan,  and such shares shall not be considered as having been
optioned  or  issued in  computing  the  number  of  shares  of Stock  remaining
available for option or award hereunder.

If Options  are  issued in  respect  of  options to acquire  stock of any entity
acquired,  by merger or  otherwise,  by the  Company (or any  Subsidiary  of the
Company),  to the extent that such issuance shall not be  inconsistent  with the
terms,  limitations  and  conditions of Code section 422 or Rule 16b-3 under the
Exchange Act, the  aggregate  number of shares of Stock for which Options may be
granted  hereunder  shall  automatically  be  increased  by the number of shares
subject to the Options so issued;  provided,  however, that the aggregate number
of  shares  of  Stock  for  which  Options  may  be  granted   hereunder   shall
automatically  be decreased by the number of shares  covered by any  unexercised
portion  of an Option so issued  that has  terminated  for any  reason,  and the
shares subject to any such unexercised  portion may not be optioned to any other
person.

5.2     Anti-dilution.

(a) If the  outstanding  shares of Stock are  changed  into or  exchanged  for a
different  number or kind of shares or other securities of the Company by reason
of merger, consolidation,  reorganization,  recapitalization,  reclassification,
combination  or  exchange  of  shares,  stock  split or stock  dividend,  if any
spin-off,  spin-out or other distribution of assets materially affects the price
of the Company's  stock,  or if any assumption and conversion to the Plan by the
Company of an acquired company's outstanding option grants then:

(i)     the aggregate number and kind of shares of Stock for which Options or 
Awards may be granted hereunder shall be adjusted proportionately by the 
Committee; and


(ii)    the rights of Optionees (concerning the number of shares subject to 
Options and the Exercise Price) under outstanding Options and the rights 
of the holders of Awards (concerning the terms and conditions of the lapse 
of any then-remaining restrictions), shall be adjusted proportionately by 
the Committee.

(b) If the Company shall be a party to any  reorganization  in which it does not
survive,  involving  merger,  consolidation,  or  acquisition  of the  stock  or
substantially all the assets of the Company,  the Committee,  in its discretion,
may:

(i)  notwithstanding  other provisions hereof,  declare that all Options granted
under  the  Plan  shall  become  exercisable  immediately   notwithstanding  the
provisions of the respective Stock Option Agreements  regarding  exercisability,
that all such Options shall  terminate 30 days after the Committee gives written
notice of the  immediate  right to exercise all such options and of the decision
to terminate all Options not exercised  within such 30 day period,  and that all
then-remaining   restrictions   pertaining   to  Awards  under  the  Plan  shall
immediately lapse; and/or

(ii) notify all Grantees that all Options or Awards granted under the Plan shall
be assumed by the successor  corporation or  substituted  on an equitable  basis
with options or restricted stock issued by such successor corporation.

(c) If the  Company  is to be  liquidated  or  dissolved  in  connection  with a
reorganization described in Section 5.2(b), the provisions of such Section shall
apply.  In all  other  instances,  the  adoption  of a plan  of  dissolution  or
liquidation of the Company shall, notwithstanding other provisions hereof, cause
all  then-remaining  restrictions  pertaining to Awards under the Plan to lapse,
and shall cause every  Option  outstanding  under the Plan to  terminate  to the
extent  not  exercised  prior  to the  adoption  of the plan of  dissolution  or
liquidation by the shareholders, provided that, notwithstanding other provisions
hereof,  the  Committee  may declare all  Options  granted  under the Plan to be
exercisable  at any time on or before  the fifth  business  day  following  such
adoption   notwithstanding   the  provisions  of  the  respective  Stock  Option
Agreements regarding exercisability.


(d) The adjustments described in paragraphs (a) through (c) of this Section 5.2,
and  the  manner  of  their  application,  shall  be  determined  solely  by the
Committee, and any such adjustment may provide for the elimination of fractional
share interests; provided, however, that any adjustment made by the Board or the
Committee  shall be made in a manner  that  will not  cause an  Incentive  Stock
Option to be other than an Incentive Stock Option under applicable statutory and
regulatory provisions. The adjustments required under this Article V shall apply
to any  successors of the Company and shall be made  regardless of the number or
type of successive events requiring such adjustments.

5.3 Per-Employee Limitation.  Subject to any antidilution adjustment pursuant to
the  provisions of Section 5.2 hereof,  the maximum number of shares of Stock in
any  combination  of  Incentive  Stock  Options,  non-Incentive  Stock  Options,
Restricted  Stock that may be issued  hereunder to any one Employee in any given
fiscal year shall be  2,000,000 in fiscal years 1995 and 1996 and 500,000 in all
fiscal years thereafter.


        ARTICLE VI
        OPTIONS


6.1 Types of Options  Granted.  The Committee may, under this Plan, grant either
Incentive  Stock  Options or Options  which do not  qualify as  Incentive  Stock
Options. Within the limitations provided in this Plan, both types of Options may
be granted to the same person at the same time,  or at  different  times,  under
different  terms and  conditions,  as long as the terms and  conditions  of each
Option are consistent with the provisions of the Plan. Without limitation of the
foregoing,  Options may be granted subject to conditions  based on the financial
performance of the Company or any other factor the Committee deems relevant.

6.2 Option Grant and Agreement. Each Option granted hereunder shall be evidenced
by a written  Stock Option  Agreement  executed by the Company and the Optionee.
The terms of the  Option,  including  the  Option's  duration,  time or times of
exercise,  exercise  price,  whether the Option is  intended to be an  Incentive
Stock  Option,  and  whether  the  Option is to be  accompanied  by the right to
receive a Reload  Option,  shall be stated in the  Stock  Option  Agreement.  No
Incentive  Stock  Option may be granted more than ten years after the earlier to
occur of the effective  date of the Plan or the date the Plan is approved by the
Company's shareholders.

Separate  Stock  Option  Agreements  may be  used  for  Options  intended  to be
Incentive  Stock Options and those not so intended,  but any failure to use such
separate  agreements  shall not invalidate,  or otherwise  adversely  affect the
Optionee's interest in, the Options evidenced thereby.

6.3 Optionee  Limitations.  The  Committee  shall not grant an  Incentive  Stock
Option to any person who, at the time the Incentive Stock Option is granted:


(a)     is not an employee of the Company or any of its Subsidiaries; or 

(b) owns or is  considered  to own  stock  possessing  at least 10% of the total
combined  voting  power of all  classes  of stock of the  Company  or any of its
Parent or Subsidiary corporations; provided, however, that this limitation shall
not apply if at the time an Incentive Stock Option is granted the Exercise Price
is at least 110% of the Fair  Market  Value of the Stock  subject to such Option
and such Option by its terms would not be exercisable  after five years from the
date on which the Option is granted.  For the purpose of this  subsection (b), a
person shall be considered to own: (i) the stock owned,  directly or indirectly,
by or for his or her  brothers  and sisters  (whether  by whole or half  blood),
spouse,  ancestors  and lineal  descendants;  (ii) the stock owned,  directly or
indirectly, by or for a corporation, partnership, estate, or trust in proportion
to such person's stock  interest,  partnership  interest or beneficial  interest
therein;  and  (iii)  the  stock  which  such  person  may  purchase  under  any
outstanding  options  of the  Employer  or of any  Parent or  Subsidiary  of the
Employer.

6.4 $100,000 Limitation. Except as provided below, the Committee shall not grant
an Incentive  Stock Option to, or modify the exercise  provisions of outstanding
Incentive Stock Options held by, any person who, at the time the Incentive Stock
Option is granted (or  modified),  would  thereby  receive or hold any Incentive
Stock Options of the Employer and any Parent or Subsidiary of the Employer, such
that the aggregate Fair Market Value  (determined as of the respective  dates of
grant or  modification  of each  option) of the stock with respect to which such
Incentive  Stock Options are  exercisable for the first time during any calendar
year is in excess of $100,000 (or such other limit as may be  prescribed  by the
Code from time to time); provided that the foregoing restriction on modification
of  outstanding  Incentive  Stock Options shall not preclude the Committee  from
modifying  an  outstanding  Incentive  Stock  Option  if,  as a  result  of such
modification  and with the  consent  of the  Optionee,  such  Option  no  longer
constitutes  an  Incentive  Stock  Option;  and provided  that,  if the $100,000
limitation (or such other  limitation  prescribed by the Code) described in this
Section  6.4  is  exceeded,   the  Incentive  Stock  Option,   the  granting  or
modification of which resulted in the exceeding of such limit,  shall be treated
as an  Incentive  Stock  Option up to the  limitation  and the  excess  shall be
treated as an Option not qualifying as an Incentive Stock Option.


6.5 Exercise Price. The exercise Price of the Stock subject to each Option shall
be  determined by the  Committee.  Subject to the  provisions of Section  6.3(b)
hereof,  the Exercise Price of an Incentive  Stock Option shall not be less than
100% of the Fair Market  Value of the Stock as of the date the Option is granted
(or in the case of an Incentive Stock Option that is subsequently  modified,  on
the date of such  modification).  The Exercise  Price of a non  Incentive  Stock
Option  shall not be less than 100% of the Fair Market Value of the Stock on the
date the Option is granted.

6.6  Exercise  Period.  The  period  for the  exercise  of each  Option  granted
hereunder shall be determined by the Committee,  but the Stock Option  Agreement
with  respect to each Option  intended to be an  Incentive  Stock  Option  shall
provide that such Option shall not be  exercisable  after the  expiration of ten
years from the date of grant (or  modification) of the Option.  In addition,  no
Option  granted  to a  Section  16  Insider  shall be  exercisable  prior to the
expiration of six months from the date such Option is granted, other than in the
case of the  death  or  disability  of the  Optionee,  and no  Option  shall  be
exercisable prior to shareholder approval of the Plan.

6.7     Option Exercise.  

(a) Unless  otherwise  provided  in the Stock  Option  Agreement  or Section 6.6
hereof,  an Option may be  exercised at any time or from time to time during the
term of the Option as to any or all full shares  which have  become  Purchasable
under  the  provisions  of the  Option,  but not at any time as to less than 100
shares unless the remaining shares that have become so Purchasable are less than
100 shares.  The  Committee  shall have the  authority to prescribe in any Stock
Option  Agreement  that the Option may be exercised  only in  accordance  with a
vesting schedule during the term of the Option.

(b) An Option shall be exercised by (i) delivery to the Company at its principal
office a written notice of exercise with respect to a specified number of shares
of Stock and (ii)  payment to the  Company at that  office of the full amount of
the Exercise Price for such number of shares in accordance  with Section 6.7(c).
If requested by an Optionee,  an Option may be exercised with the involvement of
a  stockbroker  in  accordance  with  the  federal  margin  rules  set  forth in
Regulation T (in which case the certificates  representing the underlying shares
will be delivered by the Company directly to the stockbroker).


(c) The  Exercise  Price is to be paid in full in cash upon the  exercise of the
Option and the Company  shall not be required  to deliver  certificates  for the
shares purchased under such payment has been made;  provided,  however,  that in
lieu of cash,  all or any portion of the Exercise Price may be paid by tendering
to the  Company  shares of Stock duly  endorsed  for  transfer  and owned by the
Optionee,  or by  authorization  to the  Company  to  withhold  shares  of Stock
otherwise  issuable  upon  exercise of the  Option,  in each case to be credited
against the  Exercise  Price at the Fair Market Value of such shares on the date
of  exercise  (however,  no  fractional  shares may be so  transferred,  and the
Company shall not be obligated to make any cash payments in consideration of any
excess  of the  aggregate  Fair  Market  Value of  shares  transferred  over the
aggregate  Exercise Price);  provided  further,  that the Board may provide in a
Stock Option Agreement (or may otherwise determine in its sole discretion at the
time of  exercise)  that,  in lieu of cash or  shares,  all or a portion  of the
Exercise Price may be paid by the Optionee's  execution of a recourse note equal
to the Exercise Price or relevant  portion  thereof,  subject to compliance with
applicable state and federal laws, rules and regulations.

(d) In  addition  to and at the  time of  payment  of the  Exercise  Price,  the
Optionee shall pay to the Company in cash the full amount of any federal, state,
and local  income,  employment,  or other  withholding  taxes  applicable to the
taxable income of such Optionee resulting from such exercise; provided, however,
that in the  discretion of the Committee any Stock Option  Agreement may provide
that all or any portion of such tax obligations,  together with additional taxes
not exceeding the actual additional taxes to be owed by the Optionee as a result
of such exercise, may, upon the irrevocable election of the Optionee, be paid by
tendering to the Company  whole  shares of Stock duly  endorsed for transfer and
owned by the Optionee,  or by authorization to the Company to withhold shares of
Stock  otherwise  issuable upon  exercise of the Option,  in either case in that
number of shares having a Fair Market Value on the date of exercise equal to the
amount of such taxes thereby being paid, and subject to such  restrictions as to
the approval and timing of any such  election as the  Committee may from time to
time  determine to be necessary or  appropriate to satisfy the conditions of the
exemption  set forth in Rule  16b-3  under  the  Exchange  Act,  if such rule is
applicable.

(e) The holder of an Option  shall not have any of the  rights of a  shareholder
with respect to the shares of Stock subject to the Option until such shares have
been issued and transferred to the Optionee upon the exercise of the Option.

6.8     Reload Options.


(a) The  Committee  may specify in a Stock Option  Agreement  (or may  otherwise
determine in its sole discretion) that a Reload Option shall be granted, without
further  action of the  Committee,  (i) to an Optionee  who  exercises an Option
(including  a Reload  Option)  by  surrendering  shares of Stock in  payment  of
amounts specified in Sections 6.7(c) or 6.7(d) hereof,  (ii) for the same number
of shares as are  surrendered to pay such amounts,  (iii) as of the date of such
payment and at an Exercise  Price equal to the Fair Market Value of the Stock on
such date,  and (iv)  otherwise on the same terms and  conditions  as the Option
whose exercise has occasioned such payment, except as provided below and subject
to such other contingencies,  conditions,  or other terms as the Committee shall
specify at the time such exercised Option is granted;  provided, that the shares
surrendered in payment as provided above must have been held by the Optionee for
at least six months prior to such surrender.

(b) Unless provided otherwise in the Stock Option Agreement, a Reload Option may
not be exercised  by an Optionee (i) prior to the end of a one-year  period from
the date that the Reload Option is granted, and (ii) unless the Optionee retains
beneficial  ownership  of the  shares  of Stock  issued  to such  Optionee  upon
exercise of the Option  referred to above in Section  6.8(a)(i)  for a period of
one year from the date of such exercise.

6.9 Nonassignability and Nontransferability of Options.

(a) Except as provided in  Paragraph  6.9(b),  no Option under the Plan shall be
assignable  or  transferable  by an  Optionee,  except by will or by the laws of
descent  and  distribution  or,  in the  case of  non-Incentive  Stock  Options,
pursuant to a Qualified  Domestic  Relations Order.  Also, except as provided in
Paragraph  6.9(b),  during  the  life  of the  Optionee,  such  award  shall  be
exercisable  only  by  such  person  or  by  such  person's  guardian  or  legal
representative.

(b) Each  non-Incentive  Stock Option  granted to an Optionee,  to the extent so
provided in such Optionee's  individual Stock Option Agreement by the Committee,
in its sole and absolute discretion, shall be transferable by gift to any member
of the  Optionee's  immediate  family  or to a  trust  for the  benefit  of such
immediate family member(s) and, if so transferred, shall be exercisable,  solely
by the transferee in the case of such transfer by gift.

6.10 Termination of Employment or Service. The Committee shall have the power to
specify,  with  respect to the Options  granted to a  particular  Optionee,  the
effect upon such  Optionee's  right to exercise an Option of termination of such
Optionee's  employment or service under various  circumstance,  which effect may
include  immediate or deferred  termination of such  Optionee's  Rights under an
Option, or acceleration of the date at which an Option may be exercised in full;
provided,  however,  that in no event may an Incentive Stock Option be exercised
after the expiration of ten years from the date of grant thereof.


6.11  Employment  Rights.  Nothing in the Plan or in any Stock Option  Agreement
shall confer on any person any Right to continue in the employ of the Company or
any of its  Subsidiaries,  or shall  interfere  in any way with the right of the
Company or any of its Subsidiaries
to terminate such person's employment at any time. 

6.12 Certain Successor  Options.  To the extent not inconsistent with the terms,
limitations and conditions of Code section 422 and any  regulations  promulgated
with  respect  thereto,  an Option  issued in  respect  of an option  held by an
employee to acquire stock of any entity acquired, by merger or otherwise, by the
Company (or any  Subsidiary  of the Company) may contain  terms that differ from
those stated in this Article VI, but solely to the extent  necessary to preserve
for any such  employee  the rights and benefits  contained  in such  predecessor
option, or to satisfy the requirements of Code section 424(a).

6.13 Effect of Change in Control.  The Committee may  determine,  at the time of
granting an Option or thereafter,  that such Option shall become  exercisable on
an  accelerated  basis in the event that a Change in Control occurs with respect
to the  Company  (and the  Committee  shall  have the  discretion  to modify the
definition  of a Change in Control in a  particular  Option  Agreement).  If the
Committee  finds  that  there  is a  reasonable  possibility  that,  within  the
succeeding  six  months,  a Change in Control  will  occur  with  respect to the
Company,  then the Committee may determine that all outstanding Options shall be
exercisable on an
accelerated basis. 

        ARTICLE VII
        RESTRICTED STOCK


7.1 Awards of  Restricted  Stock.  The  Committee may grant Awards of Restricted
Stock,  which shall be governed by a Restriction  Agreement  between the Company
and the Grantee.  Each  Restriction  Agreement shall contain such  restrictions,
terms,  and conditions as the Committee may, in its discretion,  determine,  and
may require that an appropriate legend be placed on the certificates  evidencing
the subject Restricted Stock.


Shares of  Restricted  Stock  granted  pursuant to an Award  hereunder  shall be
issued in the name of the Grantee as soon as  reasonably  practicable  after the
Award is  granted,  provided  that the  Grantee  has  executed  the  Restriction
Agreement  governing the Award,  the appropriate  blank stock powers and, in the
discretion of the Committee,  an escrow  agreement and any other documents which
the  Committee  may require as a condition to the issuance of such Shares.  If a
Grantee  shall fail to execute the  foregoing  documents  within any time period
prescribed by the  Committee,  the Award shall be void. At the discretion of the
Committee, Shares issued in connection with an Award shall be deposited together
with the stock powers with an escrow agent  designated by the Committee.  Unless
the  Committee  determines  otherwise  and  as  set  forth  in  the  Restriction
Agreement,  upon delivery of the Shares to the escrow  agent,  the Grantee shall
have all of the rights of a shareholder  with respect to such Shares,  including
the right to vote the Shares and to receive all dividends or other distributions
paid or made with respect to the Shares.

7.2 Non-Transferability. Until any restrictions upon Restricted Stock awarded to
a Grantee shall have lapsed in a manner set forth in Section 7.3, such shares of
Restricted  Stock  shall not be  transferable  other than by will or the laws of
descent and distribution,  or pursuant to a Qualified  Domestic Relations Order,
nor shall they be delivered to the Grantee.

7.3 Lapse of Restrictions.  Restrictions upon Restricted Stock awarded hereunder
shall  lapse at such time or times  (but with  respect to any award to a Grantee
who is also a Section 16 Insider, not less than six months after the date of the
Award) and on such terms and conditions as the Committee may, in its discretion,
determine  at the time the Award is  granted.  After the grant of an Award,  the
Committee may only accelerate the lapse of restrictions on an Award prior to the
end of the initial three year period  following the grant of the Award (one-year
if the  restrictions  on the Award are based on  performance)  in the event of a
Change in Control, or the death, disability, or retirement of a Grantee.

7.4  Termination of Employment.  The Committee  shall have the power to specify,
with respect to each Award granted to any  particular  Grantee,  the effect upon
such Grantee's  rights with respect to such Restricted  Stock of the termination
of such  Grantee's  employment  under  various  circumstances,  which effect may
include   immediate  or  deferred   forfeiture  of  such  Restricted   Stock  or
acceleration of the date at which any then-remaining restrictions shall lapse.


7.5 Treatment of Dividends. At the time an Award of Restricted Stock is made the
Committee may, in its  discretion,  determine that the payment to the Grantee of
any  dividends,  or a  specified  portion  thereof,  declared  or  paid  on such
Restricted  Stock  shall be (i)  deferred  until  the  lapsing  of the  relevant
restrictions  and (ii) held by the Company for the account of the Grantee  until
such lapsing. In the event of such deferral,  there shall be credited at the end
of each year (or portion  thereof)  interest on the amount of the account at the
beginning of the year at a rate per annum  determined by the Committee.  Payment
of deferred  dividends,  together with interest thereon,  shall be made upon the
lapsing of  restrictions  imposed on such  Restricted  Stock,  and any dividends
deferred  (together  with any interest  thereon) in respect of Restricted  Stock
shall be forfeited upon any forfeiture of such Restricted Stock.

7.6 Delivery of Shares. Except as provided otherwise in Article IX below, within
a reasonable period of time following the lapse of the restrictions on shares of
Restricted  Stock, the Committee shall cause a stock certificate to be delivered
to the Grantee  with respect to such shares and such shares shall be free of all
restrictions hereunder.

        ARTICLE VIII
        STOCK CERTIFICATES


The Company shall not be required to issue or deliver any certificate for shares
of Stock  purchased  upon the  exercise of any Option  granted  hereunder or any
portion  thereof,  or deliver any  certificate  for shares of  Restricted  Stock
granted hereunder, prior to fulfillment of all of the following conditions:

(a) The admission of such shares to listing on all stock  exchanges on which the
Stock is then listed;

(b) The completion of any  registration  or other  qualification  of such shares
which the Committee shall deem necessary or advisable under any federal or state
law or  under  the  rulings  or  regulations  of  the  Securities  and  Exchange
Commission or any other governmental regulatory body;

(c) The obtaining of any approval or other  clearance  from any federal or state
governmental  agency or body which the Committee shall determine to be necessary
or advisable; and

(d) The lapse of such  reasonable  period of time  following the exercise of the
Option  as  the  Board  from  time  to  time  may   establish   for  reasons  of
administrative convenience.

Stock certificates  issued and delivered to Grantees shall bear such restrictive
legends as the Company shall deem necessary or advisable  pursuant to applicable
federal and state securities laws. 



        ARTICLE IX
        TERMINATION AND AMENDMENT


9.1 Termination and Amendment. The Board may at any time terminate the Plan, and
may at any  time  and  from  time to time and in any  respect  amend  the  Plan;
provided,  however,  that the Board (unless its actions are approved or ratified
by the  Shareholders  of the Company  within  twelve months of the date that the
Board amends the Plan) may not amend the Plan to:

(a) Increase the total number of shares of Stock issuable  pursuant to Incentive
Stock  Options  under the Plan or  materially  increase  the number of shares of
Stock  subject to the Plan, in each case except as  contemplated  in Section 5.2
hereof;

(b) Change the class of employees  eligible to receive  Incentive  Stock Options
that may participate in the Plan or materially  change the class of persons that
may participate in the Plan; or

(c) Otherwise  materially  increase the benefits accruing to participants  under
the Plan.

9.2 Effect on Grantee's  Rights. No termination,  amendment,  or modification of
the  Plan  shall  affect  adversely  a  Grantee's  rights  under a Stock  Option
Agreement  or  Restriction  Agreement  without the consent of the Grantee or his
legal representative.

        ARTICLE X
         RELATIONSHIP TO OTHER COMPENSATION PLANS


The adoption of the Plan shall not affect any other stock option,  incentive, or
other  compensation  plans in effect for the Company or any of its Subsidiaries;
nor  shall  the  adoption  of  the  Plan  preclude  the  Company  or  any of its
Subsidiaries from establishing any other form of incentive or other compensation
plan for employees or Directors of Company or any of its Subsidiaries.


        ARTICLE XI
         MISCELLANEOUS



11.1 Replacement or Amended Grants.  At the sole discretion of the Committee and
subject to the terms of the Plan, the Committee may amend or modify  outstanding
Options or Awards;  provided however, that no modification of an Option or Award
shall  adversely  affect a Grantee's  rights under a Stock  Option  Agreement or
Restriction   Agreement  without  the  consent  of  the  Grantee  or  his  legal
representative.  Notwithstanding any other provision herein to the contrary, the
Committee  may,   pursuant  to  Section  5.2  hereof,   exchange  or  substitute
outstanding  Options  or Awards  or adjust  the  exercise  price of  outstanding
Options or Awards without a Grantee's consent.

11.2 Forfeiture for Competition.  If a Grantee provides services to a competitor
of the  Company or any of its  Subsidiaries,  whether as an  employee,  officer,
director, independent contractor, consultant, agent, or otherwise, such services
being of a nature  that can  reasonably  be  expected  to involve the skills and
experience  used or  developed  by the  Grantee  while an  Employee,  then  that
Grantee's rights under any Options outstanding  hereunder shall be forfeited and
terminated,  and any shares of Restricted  Stock held by such Grantee subject to
remaining   restrictions  shall  be  forfeited,   subject  in  each  case  to  a
determination to the contrary by the Committee.

11.3 Plan Binding on  Successors.  The Plan shall be binding upon the successors
and assigns of the Company.

11.4 Singular, Plural; Gender. Whenever used herein, nouns in the singular shall
include the plural, and the masculine pronoun shall include the feminine gender.

11.5 Headings,  etc., No Part of Plan.  Headings of Articles and Sections hereof
are inserted for convenience  and reference;  they do not constitute part of the
Plan.

11.6  Interpretation.  With respect to Section 16 Insiders,  transactions  under
this Plan are intended to comply with all applicable conditions of Rule 16b-3 or
its  successors  under the Exchange Act. To the extent any provision of the Plan
or action by the Plan administrators fails to so comply, it shall be deemed void
to the extent permitted by law and deemed advisable by the Plan administrators.

        
                        *       *       *       *       *       *

JK2 142146.1


Exhibit A to Modis              
                                                     Professional Services, Inc.
Incorporated Amended 
and Restated 1995 Stock
Option Plan - Form of
Stock Option Agreement


        MODIS PROFESSIONAL SERVICES, INC.
        STOCK OPTION AGREEMENT


THIS STOCK OPTION AGREEMENT (this  "Agreement"),  entered into as of this day of
_______,  ______, by and between Modis  Professional  Services,  Inc., a Florida
corporation (the "Company "), and _____________ (the "Optionee").

WHEREAS,  on August 24, 1995,  the Board of  Directors of the Company  adopted a
stock option plan known as the "Modis  Professional  Services,  Inc. Amended and
Restated 1995 Stock Option Plan" (the "Plan"),  and recommended that the Plan be
approved by the Company's shareholders; and

WHEREAS,  the  Committee has granted the Optionee a stock option to purchase the
number of shares  of the  Company's  common  stock as set  forth  below,  and in
consideration  of the  granting  of that stock  option the  Optionee  intends to
remain in the employ of the Company; and

WHEREAS,  the Company and the Optionee desire to enter into a written  agreement
with
respect to such option in accordance with the Plan. 

NOW, THEREFORE, as an employment incentive and to encourage stock ownership, and
also in  consideration  of the mutual covenants  contained  herein,  the parties
hereto agree as follows.

1.  Incorporation  of Plan. This option is granted pursuant to the provisions of
the Plan and the terms and  definitions of the Plan are  incorporated  herein by
reference and made a part hereof.  A copy of the Plan has been delivered to, and
receipt is hereby acknowledged by, the Optionee.

2.  Grant  of  Option.  Subject  to the  terms,  restrictions,  limitations  and
conditions  stated  herein,  the  Company  hereby  evidences  its  grant  to the
Optionee,  not in lieu of salary or other compensation,  of the right and option
(the  "Option")  to  purchase  all or any part of the  number  of  shares of the
Company's  Common Stock,  par value $.01 per share (the  "Stock"),  set forth on
Schedule A attached  hereto and  incorporated  herein by  reference.  The Option
shall be exercisable in the amounts and at the time specified on Schedule A. The
Option  shall  expire  and shall not be  exercisable  on the date  specified  on
Schedule A or on such earlier date as  determined  pursuant to Sections 8, 9, or
10 hereof.  Schedule A states  whether the Option is intended to be an Incentive
Stock Option.

3. Purchase  Price The price per share to be paid by the Optionee for the shares
subject to this Option (the "Exercise  Price") shall be as specified on Schedule
A, which price shall be an amount not less than the Fair Market Value of a share
of Stock as of the Date of Grant (as  defined in Section 11 below) if the Option
is an Incentive Stock Option.

4. Exercise Terms. The Optionee must exercise the Option for at least the lesser
of 100  shares or the  number of  shares  of  Purchasable  Stock as to which the
Option  remains  unexercised.  In the event this  Option is not  exercised  with
respect to all or any part of the shares  subject  to this  Option  prior to its
expiration, the shares with respect to which this Option was not exercised shall
no longer be subject to this Option.

5. Option Non-Transferable. No Option shall be transferable by an Optionee other
than  by will or the  laws  of  descent  and  distribution  or,  in the  case of
non-Incentive  Stock Options,  pursuant to a Qualified Domestic Relations Order,
and no Option shall be  transferable  by an Optionee who is a Section 16 Insider
prior to shareholder  approval of the Plan.  During the lifetime of an Optionee,
Options  shall  be  exercisable  only by such  Optionee  (or by such  Optionee's
guardian or legal representative, should one be appointed).


6. Notice of Exercise of Option.  This Option may be exercised by the  Optionee,
or by the Optionee's administrators, executors or personal representatives, by a
written  notice (in  substantially  the form of the Notice of Exercise  attached
hereto  as  Schedule  B)  signed  by the  Optionee,  or by such  administrators,
executors or personal representatives, and delivered or mailed to the Company as
specified in Section 14 hereof to the  attention of the  President or such other
officer as the Company  may  designate.  Any such  notice  shall (a) specify the
number of shares of Stock which the Optionee or the  Optionee's  administrators,
executors  or  personal  representatives,  as the case may be,  then  elects  to
purchase  hereunder,  (b) contain such information as may be reasonably required
pursuant to Section 12 hereof,  and (c) be  accompanied  by (i) a  certified  or
cashier's  check payable to the Company in payment of the total  Exercise  Price
applicable to such shares as provided herein,  (ii) shares of Stock owned by the
Optionee and duly endorsed or accompanied by stock transfer powers having a Fair
Market  Value  equal to the  total  Exercise  Price  applicable  to such  shares
purchased hereunder,  or (iii) a certified or cashier's check accompanied by the
number of shares of Stock  whose Fair  Market  Value when added to the amount of
the check equals the total  Exercise Price  applicable to such shares  purchased
hereunder. Upon receipt of any such notice and accompanying payment, and subject
to the  terms  hereof,  the  Company  agrees  to  issue to the  Optionee  or the
Optionee's  administrators,  executors or personal representatives,  as the case
may be,  stock  certificates  for the number of shares  specified in such notice
registered in the name of the person exercising this Option.

7.  Adjustment  in Option.  The number of Shares  subject  to this  Option,  the
Exercise  Price and other matters are subject to  adjustment  during the term of
this Option in accordance with Section 5.2 of the Plan.

8.      Termination of Employment. 

(a) Except as  otherwise  specified  in  Schedule A hereto,  in the event of the
termination  of  the  Optionee's  employment  with  the  Company  or  any of its
Subsidiaries,  other  than a  termination  that is either  (i) for  cause,  (ii)
voluntary  on the  part of the  Optionee  and  without  written  consent  of the
Company, or (iii) for reasons of death or disability or retirement, the Optionee
may exercise  this Option at any time within 30 days after such  termination  to
the extent of the number of shares which were Purchasable  hereunder at the date
of such termination.

(b)  Except as  specified  in  Schedule  A  attached  hereto,  in the event of a
termination  of the Optionee's  employment  that is either (i) for cause or (ii)
voluntary  on the part of the  Optionee  and without the written  consent of the
Company,  this Option, to the extent not previously  exercised,  shall terminate
immediately and shall not thereafter be or become exercisable.

(c) Unless  and to the extent  otherwise  provided  in Exhibit A hereto,  in the
event  of the  retirement  of the  Optionee  at the  normal  retirement  date as
prescribed  from time to time by the  Company or any  Subsidiary,  the  Optionee
shall  continue to have the right to exercise  any Options for shares which were
Purchasable at the date of the Optionee's retirement [provided that, on the date
which is three months after the date of retirement, the Options will become void
and  unexercisable  unless on the date of retirement the Optionee  enters into a
noncompete  agreement with Modis  Professional  Services,  Inc. and continues to
comply  with such  noncompete  agreement].  This Option does not confer upon the
Optionee any right with respect to  continuance  of employment by the Company or
by any of its  Subsidiaries.  This Option shall not be affected by any change of
employment so long as the Optionee continues to be an employee of the Company or
one of its Subsidiaries.


9. Disabled  Optionee.  In the event of termination of employment because of the
Optionee's  becoming a Disabled  Optionee,  the Optionee (or his or her personal
representative)  may exercise  this Option at any time within three months after
such  termination  to the extent of the number of shares which were  Purchasable
hereunder at the date of such termination.
10. Death of Optionee.  Except as otherwise set forth in Schedule A with respect
to the rights of the Optionee upon  termination of employment under Section 8(a)
above, in the event of the Optionee's death while employed by the Company or any
of its  Subsidiaries  or  within  three  months  after  a  termination  of  such
employment (if such  termination was neither (i) for cause nor (ii) voluntary on
the part of the Optionee and without the written  consent of the  Company),  the
appropriate  persons  described  in Section 6 hereof or persons to whom all or a
portion of this Option is  transferred  in accordance  with Section 5 hereof may
exercise  this Option at any time  within a period  ending on the earlier of (a)
the last day of the three month period following the Optionee's death or (b) the
expiration  date of this Option.  If the Optionee was an employee of the Company
at the time of death,  this  Option  may be so  exercised  to the  extent of the
number of shares that were  Purchasable  hereunder at the date of death.  If the
Optionee's  employment  terminated prior to his or her death, this Option may be
exercised  only to the  extent of the number of shares  covered  by this  Option
which were Purchasable hereunder at the date of such termination.

11.  Date of Grant.  This Option was  granted by the Board of  Directors  of the
Company on the date set forth in Schedule A (the "Date of Grant").

12.  Compliance  with Regulatory  Matters.  The Optionee  acknowledges  that the
issuance of capital  stock of the Company is subject to  limitations  imposed by
federal and state law and the Optionee  hereby agrees that the Company shall not
be  obligated  to issue any shares of Stock upon  exercise  of this  Option that
would cause the Company to violate law or any rule, regulation, order or consent
decree of any regulatory  authority (including without limitation the Securities
and Exchange  Commission)  having  jurisdiction over the affairs of the Company.
The  Optionee  agrees  that  he or  she  will  provide  the  Company  with  such
information  as is  reasonably  requested  by  the  Company  or its  counsel  to
determine  whether the issuance of Stock complies with the provisions  described
by this Section 12.

13.  Restriction on Disposition of Shares.  The shares purchased pursuant to the
exercise of an Incentive  Stock Option shall not be  transferred by the Optionee
except pursuant to the Optionee's will, or the laws of descent and distribution,
until  such  date  which  is the  later of two  years  after  the  grant of such
Incentive  Stock  Option or one year  after the  transfer  of the  shares to the
Optionee pursuant to the exercise of such Incentive Stock Option.



14       Miscellaneous. 

(a)  This Agreement shall be binding upon the parties hereto and their 
representatives, successors and assigns. 

(b)  This Agreement is executed and delivered in, and shall be governed by the 
laws of, the State of Florida. 

(c) Any requests or notices to be given hereunder shall be deemed given, and any
elections  or  exercises  to be made or  accomplished  shall be  deemed  made or
accomplished, upon actual delivery thereof to the designated recipient, or three
days after deposit thereof in the United States mail, registered, return receipt
requested and postage prepaid, addressed, if to the Optionee, at the address set
forth below and, if to the Company,  to the executive  offices of the Company at
One Independent Drive, Jacksonville, Florida 32202.

(d)  This Agreement may not be modified except in writing executed by each of 
the parties hereto. 

IN WITNESS WHEREOF,  the Board of Directors of the Company has caused this Stock
Option  Agreement to be executed on behalf of the Company and the Company's seal
to be affixed hereto and attested by the Secretary or an Assistant  Secretary of
the Company,  and the Optionee has executed  this Stock Option  Agreement  under
seal, all as of the day and year first above written.

MODIS PROFESSIONAL SERVICES, INC.       OPTIONEE


By:__________________________   
Name:           Name:
Title:          Address:


ATTEST: 
_____________________________
Secretary/Assistant Secretary