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                             CONSULTING AGREEMENT


This is a Consulting Agreement is made and entered into on March 31, 2001 by and
between MODIS PROFESSIONAL SERVICES, INC. (hereinafter 'MPS') and GEORGE J.
MITCHELL (hereinafter 'Mitchell').

                                   Recitals

1. Mitchell has numerous business contacts from his many years of public service
and business associations and wishes to assist MPS in arranging potential
business development opportunities by providing consultation regarding such
matters.

2. MPS wishes to have the benefit of Mitchell's business development
consultation.

In consideration of the mutual promises set forth in this agreement, MPS and
Mitchell agree as follows:

                              Description of Work

3. Mitchell shall provide consultation services to MPS and its subsidiaries and
affiliates by introducing it to business development opportunities by using his
professional judgment and skill developed through numerous years of public
service and business associations.

                             Time Devoted to Work

4. In performing services under this Agreement, MPS will rely on Mitchell to set
hours reasonably necessary to adequately perform his consulting obligations
hereunder.

                                Payment of Fees

5. For providing consulting services to MPS, MPS shall pay Mitchell a minimum
fee of Fifty Thousand Dollars and No Cents ($50,000.00), on a monthly basis for
the twelve-month period commencing with April 1, 2001. A success fee of up to
another Fifty Thousand Dollars and No Cents ($50,000.00) may be paid to Mitchell
in MPS' discretion depending on the success of his consulting efforts.


                               Term of Agreement

6. The term of this  Agreement  shall be from  April 1, 2001  through  March 31,
2002, and may be renewed for successive  terms of one year upon agreement of the
parties.


                          Relationship of the Parties

7. The Parties for this Agreement intend and stipulate that the relationship
between them as created by this Agreement to be that of principal/independent
contractor. Mitchell shall not be deemed and shall not hold himself out to be an
employee or servant of MPS, nor shall Mitchell and MPS be deemed to be engaged
in a partnership, joint venture or other business relationship other than that
of principal/independent contractor.

8.  Mitchell shall meet all local, state and federal requirements, including
payment of all fees, insurance and taxes required to operate and or engage in
its business.

9. MPS shall not withhold from Mitchell's fees any amount for federal and state
income taxes, FICA or any other legal deductions. MPS shall not make premium
payments or contributions for any workers' compensation or unemployment
compensation benefits for Mitchell or any employees of Mitchell. Such
withholding of payments shall be Mitchell's exclusive responsibility.

10.  Mitchell shall purchase or lease equipment or property at his expense which
Mitchell determines is necessary to perform the work described herein, and it is
understood that MPS is relying upon Mitchell's experience, knowledge and skill
in selecting Mitchell to perform these services.

                                Control of Work
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11. Mitchell shall have sole control of the manner and means of performing
services under this Agreement.

                                   Insurance

12. Mitchell shall have the responsibility to provide general liability
insurance coverage to protect himself from any claims of damages which may arise
for services rendered pursuant to this agreement.

                                Savings Clause

13. If any provision of this agreement is declared invalid or unenforceable by a
court, agency or board with appropriate jurisdiction, the remaining provisions
shall remain in full force and effect and shall be construed to effectuate the
purpose and intent of this Agreement.

14. This Agreement shall be governed by the laws of the State of Florida.

                        Modification of this Agreement

15. This Agreement may not be modified except by written Agreement signed by
both Parties.

                                 Incorporation

16. This Agreement expressly supersedes all practices understandings and
agreements between the parties, whether written or oral, not specifically set
forth in this Agreement. This Agreement constitutes the entire agreement between
MPS and Mitchell and there are no other agreements or understandings concerning
this Agreement which are not fully set forth in this Agreement.

IN WITNESS WHEREOF, MPS by its authorized representative and Mitchell execute
this Agreement by signing below.


                            GEORGE J. MITCHELL
/s/ Marc M. Mayo            s/s George J. Mitchell
 Witness


                            MODIS PROFESSIONAL SERVICES,INC.



/s/ Marc M. Mayo            By: /s/ Derek E. Dewan
 Witness                     Its:  Chairman