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                          RESTRICTED STOCK AGREEMENT

This Agreement is made effective as of January 1, 2001 (the 'Effective Date')
between Timothy D. Payne (the 'Employee') and Modis Professional Services,
Inc., a Florida corporation (the "Company").

                        W I T N E S S E T H   T H A T:

WHEREAS, the Company has awarded to Employee 200,000 shares (the 'Shares') of
the common stock ('Stock') of the Company effective as of January 1, 2001 (the
'Effective Date') pursuant to the Modis Professional Services, Inc.'s Amended
and Restated 1995 Stock Option Plan (the 'Plan') as a reward for prior service
and as an incentive to remain with the Company and to work to increase the value
of the Stock; and

WHEREAS, the Shares are subject to the terms and conditions hereinafter
provided;

NOW, THEREFORE, the Company and the Employee agree as follows:

1. AWARD. The Employee hereby is granted 200,000 Shares as of the Effective Date
subject to all the terms and conditions of this Agreement. These Shares are
granted pursuant to the provisions of the Plan and the terms and conditions 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, Employee.

2. STOCK CERTIFICATE. The Employee hereby acknowledges that a stock certificate
for Restricted Shares (the 'Certificate') is hereby awarded to the Employee
hereunder, bearing the following legend:

     'The transferability of this certificate and the shares of stock
     represented hereby are subject to the terms and conditions (including
     forfeiture) of a Restricted Stock Agreement entered into between the
     registered owner and Modis Professional Services, Inc., effective as of
     January 1, 2001. Copies of such Agreement are on file in the offices of the
     Secretary, Modis Professional Services, Inc., One Independent Drive,
     Jacksonville, Florida 32202.'

The Employee shall return the Certificate to the Company upon the forfeiture of
any Shares pursuant to Section 6 below. Thereafter, the Company shall reissue a
new Certificate for the number of Shares, if any, which were not forfeited. The
new Certificate, if any, and the Shares represented thereby shall remain subject
to this Agreement.

3. VESTING OF SHARES. The Employee agrees the Shares shall vest as follows:

     (a) If, at any time after one year from the execution of this Agreement,
     the common stock of the Company trades on the New York Stock Exchange at a
     price equal to or in excess of $8 per share over a ten (10) consecutive
     business day period, then the Shares hereunder shall vest on the day
     thereafter.

     (b) If the Employee shall cease to be employed by the Company for any
     reason other than (i) termination without good cause or for good reason (as
     those terms are defined in the Employment Agreement between Employee and
     Company); or (ii) a Change in Control of the Company at any time prior to
     the dates set forth below, the Employee shall forfeit and return to the
     Company any Shares which remain unvested as of such date for no payment.

     (c) Employee shall become vested in any Shares remaining unvested under
     paragraph (a) upon the occurrence of: (i) a Change in Control of the
     Company, as such term is defined in Section 4 of this Agreement; or (ii)
     termination of Employee's employment without Good Cause or for Good Reason.

     (d) No Shares received by the Employee shall be sold, exchanged,
     transferred, pledged, hypothecated or otherwise disposed of unless vested
     pursuant to Section 3(a) or (b), above.

4. CHANGE IN CONTROL. For purposes of this Agreement, 'Change in Control' shall
 mean:

     (a) the acquisition by any person or persons (as such term is used in
     Section 13(d) of the Securities Exchange Act of 1934) not a shareholder of
     Employer on June 1, 1998, of legal or beneficial ownership of 35% or more
     of either (A) the then outstanding shares of common stock of the Company,
     or (B) the combined voting power of the then outstanding voting securities
<PAGE>

     of the Company entitled to vote generally in the election of directors;

     (b) individuals who, as of the date hereof, constitute the Board cease for
     any reason to constitute at least a majority of the Board; provided,
     however, that any individual becoming a director subsequent to the date
     hereof whose election, or nomination for election by the Company's
     shareholders, was approved by a vote of at least a majority of the
     directors then comprising the Board shall be considered as though such
     individual were a member of the Board as of the date hereof;

     (c) approval by the shareholders of the Company of a reorganization,
     merger, or consolidation, in each case unless the shareholders of the
     Company immediately before such reorganization, merger, or consolidation
     own, directly or indirectly, immediately following such reorganization,
     merger, or consolidation at least a majority of the combined voting power
     of the outstanding voting securities of the corporation resulting from such
     reorganization, merger, or consolidation in substantially the same
     proportion as their ownership of the voting securities immediately before
     such reorganization, merger or consolidation; or

     (d) approval by the shareholders of the Company of (A) a complete
     liquidation or dissolution of the Company, or (B) the sale or other
     disposition of more than 50% of the assets of the Company within a twelve
     month period.

5. VOTING RIGHTS; DIVIDENDS; CAPITAL CHANGES.

     (a) Except as otherwise limited or provided in this Agreement, with respect
     to any Shares subject to the restrictions of this Agreement, the Employee
     shall be a shareholder of the Company and shall have all of the rights of a
     shareholder with respect to the Shares, including full power to vote all of
     the Shares from time to time. Dividends on such shares shall be paid to the
     Employee.

     (b) Any new, additional or different shares of capital stock or other
     securities issued with respect to any of the Shares described herein or in
     substitution or replacement thereof shall be subject to all of the terms
     and conditions of this Agreement and shall be delivered to the Employee (or
     the Employee's beneficiary) or revert to the Company under the same
     circumstances as the original Shares with respect to, or in substitution
     for which they were issued.

6. DELIVERY OF STOCK CERTIFICATE TO COMPANY. If Employee refuses to deliver to
Company a properly endorsed stock certificate for any Shares forfeited, the
Employee hereby authorizes and directs the Company to cancel on its books and
records (including but not limited to its stock transfer book) the Employee's
ownership of the Shares and to take whatever action the Company deems necessary
or appropriate to have such Shares registered in the name of the Company without
any further action, or direction, by the Employee.

7. COMPLIANCE WITH LAW AND REGULATIONS. The obligations of the Company hereunder
are subject to all applicable Federal and state laws and to the rules,
regulations and other requirements of the Securities and Exchange Commission,
any stock exchange upon which the Shares are then listed and any other
government or regulatory agency.

8. ATTORNEY' FEES. The prevailing party in any litigation hereunder shall be
entitled to attorneys fees and costs of litigation.

9. NO RIGHTS TO EMPLOYMENT. Nothing in this Agreement shall confer upon the
Employee any right to continue in the employ of the Company or interfere in any
way with the right of the Company to terminate his employment at any time.

10. GOVERNING LAW. The terms of this Agreement shall be governed by and
interpreted in accordance with the laws of the State of Florida, without regard
to any issues of conflicts of laws.


IN WITNESS WHEREOF, the Employee and Company have executed the Agreement
effective as of the day and year first above written.

                                       MODIS PROFESSIONAL SERVICES, INC.


                                       By: /s/ Derek E. Dewan
                                           ------------------
                                       Its: Chairman

                                       EMPLOYEE

                                       /s/ Timothy D. Payne
                                           ----------------
                                           Timothy D. Payne