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                                                                          EX-4.1

                                   KFORCE INC.
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                               (AS OF AUGUST 2001)

1.       Purpose. The purpose of the Plan is to provide employees of Kforce Inc.
         and its Subsidiaries with an opportunity to purchase Common Stock of
         the Company through accumulated payroll deductions. It is the intention
         of the Company that the Plan qualify as an "employee stock purchase
         plan" under Section 423 of the Internal Revenue Code of 1986, as
         amended (the "Code"). The provisions of the Plan shall be construed so
         as to extend and limit participation in a manner consistent with the
         requirements of Section 423 of the Code.

2.       Definitions.

         (a)      "Board" shall mean the Board of Directors of the Company.

         (b)      "Common Stock" shall mean the common stock of the Company, par
                  value $.01 per share.

         (c)      "Company" shall mean Kforce Inc.

         (d)      "Compensation" shall mean all compensation paid or payable in
                  the Offering Period in question in cash or in kind by the
                  Company by reason of services performed by an Employee during
                  any period which is included in the Employee's federal gross
                  income for federal income tax purposes for the Offering
                  Period, excluding amounts realized from the exercise of a
                  non-qualified stock option or the sale, exchange or other
                  disposition of an incentive stock option, plus any salary
                  reduction contributions to any plan which are not includable
                  in the Employee's gross income under Section 401(k) or Section
                  125 of the Code.

         (e)      "Employee" shall mean any individual who is an employee of the
                  Company or a Subsidiary for federal income tax withholding
                  purposes. For purposes of the Plan, the employment
                  relationship shall be treated as continuing intact while the
                  individual is on sick leave or other leave of absence approved
                  by the Company. Where the period of sick leave exceeds 180
                  days and the individual's right to re-employment is not
                  guaranteed either by statute or by contract, the employment
                  relationship shall be deemed to have terminated on the 181st
                  day of such leave.

         (f)      "Enrollment Date" shall mean the first day of each Offering
                  Period.

         (g)      "Exercise Date" shall mean the last day of each Offering
                  Period.

         (h)      "Fair Market Value" shall mean the value of the Common Stock.
                  If the Common Stock is listed on any established stock
                  exchange or a national market system, including without
                  limitation the National Market System of the National
                  Association of Securities Dealers, Inc. Automated Quotation
                  System ("Nasdaq"), the Fair Market Value of a share of Common
                  Stock shall be the closing sales price for a share of Common
                  Stock (or the closing bid, if no sales were reported), as
                  quoted on such system or exchange (or the exchange with the
                  greater volume of trading in Common Stock) on the day of such
                  determination as reported in the Wall Street Journal or such
                  other source as the Board deems reliable. In the absence of an
                  established market for the Common Stock, the Fair Market Value
                  of a share of Common Stock shall be determined in good faith
                  by the Board.



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         (i)      "Offering Period" shall mean a period of approximately six (6)
                  months, commencing on the first Trading Day on or after
                  January 1 and terminating on the last Trading Day occurring in
                  the period ending the following June 30, or commencing on the
                  first Trading Day on or after July 1 and terminating on the
                  last Trading Day occurring in the period ending with the
                  following December 31. The duration of Offering Periods may be
                  changed pursuant to Section 4 of the Plan.

         (j)      "Plan" shall mean Kforce Inc. 1999 Employee Stock Purchase
                  Plan, as set forth herein and as amended from time to time.

         (k)      "Purchase Price" shall mean an amount equal to eighty-five
                  percent (85%) of the Fair Market Value of a share of Common
                  Stock on the Enrollment Date or on the Exercise Date,
                  whichever is lower.

         (l)      "Reserves" shall mean the number of shares of Common Stock
                  covered by each option under the Plan that have not yet been
                  exercised and the number of shares of Common Stock that have
                  been authorized for issuance under the Plan but not yet placed
                  under option.

         (m)      "Subsidiary" shall mean a corporation, domestic or foreign, of
                  which not less than fifty (50) percent of the voting shares
                  are held by the Company or a Subsidiary, whether or not such
                  corporation now exists or is hereafter organized or acquired
                  by the Company or a Subsidiary.

         (n)      "Trading Day" shall mean a day on which national stock
                  exchanges and Nasdaq are open for trading.

3.       Eligibility.
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         (a)      Initial Eligibility. Any Employee who shall be employed by the
                  Company or a Subsidiary on the date his or her participation
                  in the Plan is to become effective shall be eligible to
                  participate in offerings under the Plan that commence on or
                  after such Employee becomes a participant in the Plan.

         (b)      Restrictions on Participation. Notwithstanding any provisions
                  of the Plan to the contrary, no Employee shall be granted an
                  option under the Plan:

                  (i)      if, immediately after the grant, such Employee (or
                           any other person whose stock would be attributed to
                           such Employee pursuant to Section 424(d) of the Code)
                           would own capital stock of the Company, and/or hold
                           outstanding options to purchase such stock,
                           possessing five percent (5%) or more of the total
                           combined voting power or value of all classes of the
                           capital stock of the Company or of any Subsidiary; or

                  (ii)     that permits his or her rights to purchase stock
                           under all employee stock purchase plans of the
                           Company and its subsidiaries to accrue at a rate that
                           exceeds twenty-five thousand dollars ($25,000) in
                           fair market value of stock (determined at the time
                           such option is granted) for each calendar year in
                           which such option is outstanding.

         (c)      Commencement of Participation. An eligible Employee may become
                  a participant by completing an authorization for payroll
                  deduction on the form provided by the Company and submitting
                  that form to the third party administrator on or before the
                  date set therefor by the Board, which date shall be prior to
                  the Enrollment Date for the Offering Period. Payroll
                  deductions for a participant shall commence on the applicable
                  Enrollment Date





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                  when his authorization for a payroll deduction becomes
                  effective and shall end on the Exercise Date of the Offering
                  Period to which such authorization is applicable unless sooner
                  terminated by the participant as provided in Section 8(a) of
                  the Plan.

4.       Offering Periods. The Plan shall be implemented by consecutive six (6)
         month Offering Periods. The Board shall have the power to change the
         duration of Offering Periods (including the commencement dates thereof)
         with respect to future Offering Periods if such change is announced at
         least five (5) days prior to the scheduled beginning of the first
         Offering Period to be affected thereafter.

5.       Payroll Deductions.

         (a)      Amount of Deduction. At the time a participant files his or
                  her subscription agreement, he or she shall elect to have
                  payroll deductions made on each pay day during the time he is
                  a participant in an Offering Period in an amount equal to any
                  whole percentage of the Compensation that he or she receives
                  on each pay day during the Offering Period. A participant may
                  elect up to 10%.

         (b)      Participant's Account. All payroll deductions made for a
                  participant shall be credited to his or her account under the
                  Plan. A participant may not make any additional payments into
                  his or her account.

         (c)      Changes in Payroll Deduction. Changes to payroll deductions
                  can be made by the participant in accordance to the below
                  restrictions. Changes are to be made by completing a new
                  subscription agreement and submitting it to the third party
                  administrator. Changes shall be made by the Company the next
                  payroll period following the receipt of such change notice
                  from the administrator or as soon as administratively
                  feasible. A participant's contribution election shall remain
                  in effect for successive Offering Periods unless changed by
                  the participant as indicated below or unless terminated as
                  provided in Section 8 hereof.

                  1)       Increase Contributions. A participant may only
                           increase the amount they are contributing during the
                           enrollment period specified which is at the start of
                           any six-month Offering Period. The change in rate
                           will become effective with the first payroll of the
                           new Offering Period.

                  2)       Decrease Contributions. A participant may decrease
                           the amount they are contributing once during any
                           six-month Offering Period. Should the participant
                           decrease their contribution to 0%, their previous
                           contributions will be used to make a purchase at the
                           end of that Offering Period. The change shall become
                           effective with the first full payroll period
                           following the date the Company receives the new
                           contribution or as soon as administratively feasible.

6.       Grant of Option. On the Enrollment Date of each Offering Period, a
         participant shall be deemed to have received an option to purchase on
         each Exercise Date during such Offering Period at the applicable
         Purchase Price a maximum number of shares of Common Stock determined by
         dividing such participant's payroll deductions accumulated prior to
         such Exercise Date and retained in the participant's account as of the
         Exercise Date by the applicable Purchase Price.

7.       Purchase of Option.

         (a)      Automatic Purchase. Unless a participant withdraws all of the
                  payroll deductions credited to his or her account prior
                  thereto as provided in Section 8 of the Plan, his or her
                  option for the purchase of Common Stock with payroll
                  deductions made during an Offering Period shall be deemed to
                  have been purchased automatically on the Exercise



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                  Date applicable to such Offering Period for the purchase of a
                  number of shares of Common Stock that the accumulated payroll
                  deductions in his or her account at that time will purchase at
                  the applicable option price (but not in excess of the number
                  of shares for which options have been granted to the
                  participant under Section 6 of the Plan). Whole and fractional
                  shares shall be purchased. During a participant's lifetime, a
                  participant's option to purchase shares hereunder is
                  exercisable only by him or her.

         (b)      Sale of Stock. Participants may sell their stock, transfer
                  shares to a broker, or take stock certificates of shares after
                  completing a 6-month holding period. The 6-month holding
                  period begins from the date the stock is purchased at the end
                  of the Offering Period. To initiate this process, the
                  participant must contact the third party administrator for
                  instructions.

8.       Withdrawal.

         (a)      General. A participant may withdraw from the plan and receive
                  all of the payroll deductions credited to his or her account
                  and not yet used to exercise his or her option under the Plan
                  at any time during an Offering Period up to 15 days prior to
                  the close of the Offering Period by submitting the proper
                  paperwork to the third party administrator. All of the
                  participant's payroll deductions contributed during that
                  Offering Period shall be paid to such participant, such
                  participant's option for the Offering Period shall be
                  automatically terminated, and no further payroll deductions
                  for the purchase of shares shall be made for such Offering
                  Period.

         (b)      Effect on Subsequent Participation. A participant's withdrawal
                  from the Plan and the receipt of the payroll deductions
                  credited to his or her account shall not have any effect upon
                  his or her eligibility to participate in any similar plan that
                  may hereafter be adopted by the Company or in succeeding
                  Offering Periods that commence after the termination of the
                  Offering Period from which the participant withdraws. If,
                  however, a participant withdraws from the Plan during an
                  Offering Period, payroll deductions shall not resume at the
                  beginning of the succeeding Offering Period unless the
                  participant delivers to the third party administrator a new
                  subscription agreement prior to the commencement of such
                  succeeding Offering Period.

         (c)      Termination of Employment. Upon a participant's ceasing to be
                  an Employee, for any reason, he or she shall be deemed to have
                  elected to withdraw from the Plan and the payroll deductions
                  credited to such participant's account during the Offering
                  Period but not yet used to exercise the option shall be
                  returned to such participant or, in the case of his or her
                  death, to the person or persons entitled thereto under Section
                  12 of the Plan, and such participant's option shall be
                  automatically terminated. Notwithstanding the preceding
                  sentence, a participant who receives payment in lieu of notice
                  of employment shall be treated as continuing to be an Employee
                  for the participant's customary number of hours per week of
                  employment during the period in which the participant is
                  subject to such payment in lieu of notice.

         9.       Interest. No interest shall accrue on the payroll deductions
                  of a participant in the Plan.

10.      Stock.

         (a)      Maximum Shares of Kforce Common Stock. The maximum number of
                  shares of the Company's Common Stock that shall be made
                  available for sale under the Plan shall be six million
                  (6,000,000) shares, subject to adjustment upon changes in
                  capitalization of the Company as provided in Section 16 of the
                  Plan. If, on a given Exercise Date, the number of shares with
                  respect to which options are to be exercised exceeds the
                  number of shares available under the Plan, the Company shall
                  make a pro rata allocation of the shares remaining available
                  for purchase in as uniform a manner as shall be practicable
                  and as it



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                  shall determine to be equitable, and the balance of payroll
                  deductions credited to the account of each participant shall
                  be returned to him or her as promptly as possible.

         (b)      Participant's Interest in Option Stock. The participant shall
                  have no interest or voting right in shares covered by his or
                  her option until such option has been exercised.

         (c)      Registration of Stock. Shares of Kforce Common Stock to be
                  delivered to a participant under the Plan shall be registered
                  in the name of the participant or in the name of the
                  participant and his or her spouse as joint tenants with right
                  of survivorship.

11.      Administration. The Plan shall be administered by the Board or a
         committee of members of the Board appointed by the Board. The Board or
         its committee shall have full and exclusive discretionary authority to
         construe, interpret and apply the terms of the Plan, to determine
         eligibility and to adjudicate all disputed claims filed under the Plan.
         Every finding, decision and determination made by the Board or its
         committee shall, to the full extent permitted by law, be final and
         binding upon all parties.

12.      Designation of Beneficiary. A participant may file a written
         designation of a beneficiary who is to receive any shares and cash, if
         any, from the participant's account under the Plan in the event of such
         participant's death subsequent to an Exercise Date on which the option
         is exercised but prior to delivery to such participant of such shares
         and cash. In addition, a participant may file a written designation of
         a beneficiary who is to receive any cash from the participant's account
         under the Plan in the event of such participant's death prior to
         exercise of the option. If a participant is married and the designated
         beneficiary is not the spouse, spousal consent shall be required for
         such designation to be effective. Such designation of beneficiary may
         be changed by the participant at any time by written notice. In the
         event of the death of the participant and in the absence of a
         beneficiary validly designated under the Plan who is living at the time
         of such participant's death, the Company shall deliver such shares
         and/or cash to the executor or administrator of the estate of the
         participant, or if no such executor or administrator has been appointed
         (to the knowledge of the Company), the Company, in its discretion, may
         deliver such shares and/or cash to the spouse or to any one or more
         dependents or relatives of such participant, or, if no spouse,
         dependent or relative is known to the Company, then to such other
         person as the Company may designate.

13.      Transferability. Neither payroll deductions credited to a participant's
         account nor any rights with regard to the exercise of an option or to
         receive shares under the Plan may be assigned, transferred, pledged or
         otherwise disposed of in any way (other than by will, the laws of
         descent and distribution) by the participant. Any such attempt at
         assignment, transfer, pledge or other disposition shall be without
         effect, except that the Company may treat such act as an election to
         withdraw funds from an Offering Period in accordance with Section 8 of
         the Plan.

14.      Use of Funds. All payroll deductions received or held by the Company
         under the Plan may be used by the Company for any corporate purpose,
         and the Company shall not be obligated to segregate such payroll
         deductions.

15.      Reports. Individual accounts shall be maintained for each participant
         in the Plan. Statements of account shall be given to participating
         Employees at least annually, which statements shall set forth the
         amounts of payroll deductions, the Purchase Price, the number of shares
         purchased and the remaining cash balance, if any.

16.      Adjustments Upon Changes in Capitalization, Dissolution, Liquidation,
         Merger or Asset Sale.

         (a)      Changes in Capitalization. Subject to any required action by
                  the shareholders of the Company, (i) the Reserves, (ii) the
                  maximum number of shares each participant may purchase during
                  each Offering Period, (iii) the Purchase Price per share, and
                  (iv) the



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                  number of shares of Common Stock covered by each option under
                  the Plan that has not yet been exercised shall be
                  proportionately adjusted for any increase or decrease in the
                  number of issued shares of Common Stock resulting from a stock
                  split, reverse stock split, stock dividend, combination or
                  reclassification of the Common Stock, or any other increase or
                  decrease in the number of shares of Common Stock effected
                  without receipt of consideration by the Company; provided,
                  however, that conversion of any convertible securities of the
                  Company shall not be deemed to have been "effected without
                  receipt of consideration." Such adjustment shall be made by
                  the Board, whose determination in that respect shall be final,
                  binding and conclusive. Except as expressly provided herein,
                  no issuance by the Company of shares of stock of any class, or
                  securities convertible into shares of stock of any class,
                  shall affect, and no adjustment by reason thereof shall be
                  made with respect to, the number or price of shares of Common
                  Stock subject to an option.

         (b)      Dissolution or Liquidation. In the event of the proposed
                  dissolution or liquidation of the Company, the Offering Period
                  then in progress shall be shortened by setting a new Exercise
                  Date (the "New Exercise Date"), and shall terminate
                  immediately prior to the consummation of such proposed
                  dissolution or liquidation, unless provided otherwise by the
                  Board. The New Exercise Date shall be before the date of the
                  Company's proposed dissolution or liquidation. The Board shall
                  notify each participant in writing, at least ten (10) business
                  days prior to the New Exercise Date, that the Exercise Date
                  for the participant's option has been changed to the New
                  Exercise Date and that the participant's option shall be
                  exercised automatically on the New Exercise Date, unless prior
                  to such date the participant has withdrawn the payroll
                  deductions credited to his or her account as provided in
                  Section 8 of the Plan.

         (c)      Merger or Asset Sale. In the event of a proposed sale of all
                  or substantially all of the assets of the Company, or the
                  merger of the Company with or into another corporation, the
                  Company shall use its best efforts to have each outstanding
                  option assumed or an equivalent option substituted by the
                  successor corporation or a parent or Subsidiary of the
                  successor corporation. In the event that the successor
                  corporation refuses to assume or substitute for the option,
                  the Company shall set a New Exercise Date and any Offering
                  Periods then in progress shall end on the New Exercise Date.
                  The New Exercise Date shall be the date immediately prior to
                  the date of the Company's proposed sale or merger. The Board
                  shall notify each participant in writing, at least ten (10)
                  business days prior to the New Exercise Date, that the
                  Exercise Date for the participant's option has been changed to
                  the New Exercise Date and that the participant's option shall
                  be exercised automatically on the New Exercise Date, unless
                  prior to such date the participant has withdrawn the payroll
                  deductions credited to his or her account as provided in
                  Section 8 of the Plan.

17.      Amendment or Termination. The Board of Directors of the Company may at
         any time and for any reason terminate or amend the Plan. Except as
         provided in Section 16 of the Plan, no such termination can affect
         options previously granted; provided, that an Offering Period may be
         shortened by the Board of Directors to an earlier Exercise Date and the
         Plan may be terminated immediately thereafter if the Board determines
         that the termination of the Plan is in the best interests of the
         Company and its shareholders. Except as provided in Section 16 of the
         Plan, no amendment may make any change in any option theretofore
         granted that adversely affects the rights of any participant. To the
         extent necessary to comply with Section 423 of the Code (or any
         successor rule or provision or any other applicable law, regulation or
         stock exchange rule), the Company shall obtain shareholder approval for
         any amendment to the Plan in such a manner and to such a degree as
         required. Without shareholder consent and without regard to whether any
         participant rights may be considered to have been "adversely affected,"
         the Board (or its committee) shall be entitled to change Offering
         Periods, limit the frequency and/or number of changes in the amount
         withheld during an Offering Period, establish the exchange ratio
         applicable to amounts designated by a participant in order to adjust
         for delays or mistakes in the Company's



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         processing of properly completed withholding elections, establish
         reasonable waiting and adjustment periods and/or accounting and
         crediting procedures to ensure that amounts applied toward purchase of
         Common Stock for each participant properly correspond with amounts
         withheld from the participant's Compensation, and establish such other
         limitations or procedures as the Board (or its committee) determines in
         its sole discretion advisable that are consistent with the Plan.

18.      Notices. All notices or other communications by a participant to the
         Company under or in connection with the Plan shall be deemed to have
         been duly given when received in the form specified by the Company at
         the location, or by the person, designated by the Company for the
         receipt thereof.

19.      Conditions Upon Issuance of Shares of Kforce Common Stock. Shares of
         Kforce Common Stock shall not be issued with respect to an option
         unless the exercise of such option and the issuance and delivery of
         such shares pursuant thereto shall comply with all applicable
         provisions of law, domestic or foreign, including, without limitation,
         the Securities Act of 1933, as amended, the Securities Exchange Act of
         1934, as amended (the "Exchange Act"), the rules and regulations
         promulgated thereunder, and the requirements of any stock exchange upon
         which the shares may be listed, and shall be further subject to the
         approval of counsel for the Company with respect to such compliance. As
         a condition to the exercise of an option, the Company may require the
         person exercising such option to represent and warrant at the time of
         any such exercise that the shares are being purchased only for
         investment and without any present intention to sell or distribute such
         shares if, in the opinion of counsel for the Company, such a
         representation is required by any of the aforementioned applicable
         provisions of law. The terms and conditions of options granted under
         the Plan to, and the purchase of shares by, persons subject to Section
         16 of the Exchange Act shall comply with the applicable provisions of
         Rule 16b-3 under the Exchange Act. This Plan shall be deemed to
         contain, and such options shall contain, and the shares issued upon
         exercise thereof shall be subject to, such additional conditions and
         restrictions as may be required by Rule 16b-3 under the Exchange Act to
         qualify for the maximum exemption from Section 16 of the Exchange Act
         with respect to Plan transactions.

         In addition to the restriction described in the first paragraph of this
         Section 19, the shares of the Company's Common Stock received by any
         person upon the exercise of an option may not be sold, assigned,
         transferred, pledged or otherwise disposed of for a period of six
         months from the date of such exercise. The shares of Company's Common
         Stock received upon the exercise of an option may bear a legend to such
         effect or the Company may require the person receiving such shares to
         execute an agreement to such effect.

20.      Tax Withholding. At the time the option is exercised, in whole or in
         part, or at the time some or all of the Company's Common Stock issued
         under the Plan is disposed of, the participant must make adequate
         provision for the Company's federal, state or other tax withholding
         obligations, if any, that arise upon the exercise of the option or the
         disposition of the Common Stock. At any time, the Company may, but
         shall not be obligated to, withhold from the participant's compensation
         the amount necessary for the Company to meet applicable withholding
         obligations, including any withholding required to make available to
         the Company any tax deductions attributable to sale or early
         disposition of Common Stock by the Employee.

21.      Term of Plan. The Plan shall become effective upon the earlier to occur
         of its adoption by the Board of Directors or its approval by the
         shareholders of the Company. It shall continue in effect for a term of
         ten (10) years unless terminated under Section 17 of the Plan.





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