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                                                                   EXHIBIT 4.3

                               AHL SERVICES, INC.

                               1997 NON-QUALIFIED

                          EMPLOYEE STOCK PURCHASE PLAN

                                       USA

EFFECTIVE 10/1/97
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                               TABLE OF CONTENTS

<TABLE>
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                  SECTION                                                                                     PAGE
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1.  Purpose....................................................................................................1

2.  Definitions

                      2.1.   Account...........................................................................1
                      2.2.   AHL...............................................................................1
                      2.3.   Beneficiary.......................................................................1
                      2.4.   Board.............................................................................1
                      2.5.   Closing Price.....................................................................1
                      2.6.   Committee.........................................................................2
                      2.7.   Election Form.....................................................................2
                      2.8.   Election Period...................................................................2
                      2.9.   Eligible Employee.................................................................2
                      2.10.  Participant.......................................................................2
                      2.11.  Participating Employer............................................................2
                      2.12.  Plan..............................................................................2
                      2.13.  Plan Administrator................................................................3
                      2.14.  Purchase Period...................................................................3
                      2.15.  Purchase Price....................................................................3
                      2.16.  Rule 16b-3........................................................................3
                      2.17.  Stock.............................................................................3

3.  Administration.............................................................................................3

4.  Participation..............................................................................................4

5. Contributions

                      5.1.   Initial Contributions.............................................................4
                      5.2.   Changes in Contributions or Withdrawals...........................................4
                      5.3.   Account Credits, General Assets and Taxes.........................................5
                      5.4.   Automatic Refunds.................................................................5

 6.  Purchase of Stock.........................................................................................6

 7.  Delivery..................................................................................................6

 8.  Designation of Beneficiary................................................................................6

 9.  Transferability...........................................................................................7
</TABLE>


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<TABLE>
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10.  Securities Registration...................................................................................7

11.  Compliance with Rule 16b-3................................................................................7

12.  Amendment or Termination..................................................................................8

13.  Notices...................................................................................................8

14.  Employment................................................................................................8

15.  Employment Transfers......................................................................................9

16.  Headings, References and Construction.....................................................................9
</TABLE>


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1. Purpose

         The primary purpose of this Plan is to encourage Stock ownership by
each Eligible Employee in the belief that such ownership will increase his or
her interest in the success of AHL Services, Inc.

2. Definitions

                  2.1. The term Account shall mean the separate bookkeeping
account which shall be established and maintained by the Plan Administrator for
each Participant for each Purchase Period to record the contributions made on
his or her behalf to purchase Stock under this Plan and the Stock purchased with
such contributions.

                  2.2. The term AHL shall mean AHL Services, Inc., a corporation
incorporated under the laws of the State of Georgia, and its wholly owned
subsidiaries and any successor to AHL.

                  2.3. The term Beneficiary shall mean the person designated as
such in accordance with Section 8.

                  2.4. The term Board shall mean the Board of Directors of AHL.

                  2.5. The term Closing Price shall mean the value of a share of
Stock at any particular date, which shall be (i) if shares of Stock are listed
on a securities exchange or the Nasdaq National Market, the closing price on the
date in question (or if there were no trades on such date, the next preceding
date on which a trade or trades occurred); or (ii) if shares of Stock are traded
in any other over-the-counter market, the mean between the lowest reported bid
price and the highest reported asked price of the Stock on the date in question,
as such prices are reported in a publication of general circulation selected by
the Board and regularly reporting the market price of the Stock in such market;
or (iii) if shares of Stock are not then actively traded on an exchange or in
the over-the-counter market, the amount determined in good faith by the Board.
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                  2.6.  The term Committee shall mean the Compensation Committee
of the Board.

                  2.7.  The term Election Form shall mean the form which an
Eligible Employee shall be required to properly complete in writing and timely
file in order to make any of the elections available to an Eligible Employee
under this Plan.

                  2.8.  The term Election Period shall mean a period which (a)
shall be set by the Committee, (b) shall come before a related Purchase Period
and (c) shall continue for no more than two calendar months.

                  2.9.  The term Eligible Employee shall mean each officer or
employee of each Participating Employer

                  (a)   who is shown on the payroll records of each
Participating Employer as a full-time employee who has received pay for wages
earned within the prior ninety (90) day period, and

                  (b)   who has completed at least three full calendar months of
employment with his or her Participating Employer. Employees of companies
acquired by any Participating Employer shall be able to utilize his or her
tenure with the acquired company in order to satisfy the above criteria.

                  2.10. The term Participant shall mean (a) for each Purchase
Period an Eligible Employee who has elected to purchase Stock in accordance with
Section 4 during such Purchase Period and (b) for any period any person for whom
Stock is held pending delivery under Section 9.

                  2.11. The term Participating Employer shall mean any
organization owned in whole or in part, directly or indirectly, by AHL and which
is designated as such by the Committee.

                  2.12. The term Plan shall mean this AHL Services, Inc. 1997
Non-Qualified Employee Stock Purchase Plan USA, effective as of October 1, 1997,
and as thereafter amended from time to time.


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                  2.13. The term Plan Administrator shall mean AHL or AHL's
delegate.

                  2.14. The term Purchase Period shall mean a period set by the
Committee before the beginning of the related Election Period which shall begin
on a date which immediately follows the last day of such Election Period and
which shall run for no more than one year.

                  2.15. The term Purchase Price shall mean either (i) the price
to purchase the applicable shares of Stock on the open market or (ii) if the
Stock is newly issued by the Company the Closing Price on the date of issuance.
The Committee may reduce the purchase price at its discretion by up to 25%.

                  2.16. The term Rule 16b-3 shall mean Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, as amended, or any successor to such
rule.

                  2.17. The term Stock shall mean the $.0l par value common
stock of AHL.

3. Administration

                  The Committee shall have the exclusive power to set the
Election Period, the Purchase Period, the Purchase Price discount (if any), the
Participating Employers and the minimum number of shares (in stock or cash)
which can be withdrawn. The Plan Administrator shall be responsible for the
administration of this Plan and shall have the power in connection with such
administration to interpret this Plan and to take such other action in
connection with such administration as the Plan Administrator deems necessary or
equitable under the circumstances. The Plan Administrator also shall have the
power to delegate the duty to perform such administrative functions as the Plan
Administrator deems appropriate under the circumstances. Any person to whom the
duty to perform an administrative function is delegated shall act on behalf of
and shall be responsible to the Plan Administrator for such function. Any action
or inaction by or on behalf of the Plan Administrator under this Plan shall be
final and binding on each Eligible Employee, each Participant and on each other
person who makes a claim under this Plan based on the rights, if any, of any
such Eligible Employee or Participant under this Plan.


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4. Participation

                  Each person who is an Eligible Employee on the last day of an
Election Period shall be a Participant in this Plan for the related Purchase
Period if he or she properly completes and files an Election Form with the Plan
Administrator on or before such date pursuant to which he or she elects to
participate in this Plan. An Election Form may require an Eligible Employee to
provide such information and to agree to take such action (in addition to the
action required under Section 5) as the Plan Administrator deems necessary or
appropriate in light of the purpose of this Plan or for the orderly
administration of this Plan.

5. Contributions

                  5.1. Initial Contributions. Each Participant's Election Form
under Section 4 shall specify the contributions which he or she proposes to make
for the related Purchase Period. Contributions shall be exclusively by payroll
deductions. Such contributions shall be expressed as a specific whole dollar
amount which the Participant authorizes his or her Participating Employer to
deduct from his or her paycheck each pay day during the Purchase Period,
provided;

                  (a)  the minimum payroll deduction for a Participant for each
                       pay period for purchases under this Plan shall be $10.00,
                       and

                  (b)  the maximum contribution which a Participant can make for
                       purchases under this Plan for any calendar year shall be
                       $100,000.

                  5.2. Changes in Contributions and Withdrawals. A Participant
shall have the right to amend his or her Election Form after the end of an
Election Period to reduce or to stop his or her payroll deductions, and such
election shall be effective as soon as practicable after the Plan Administrator
actually delivers such amended Election Form to the appropriate Participating
Employers' payroll department. A Participant also shall have the right at any
time on or before the last day of a Purchase Period to withdraw all or any part
of the Stock, in whole shares or in cash, and the cash balance (without
interest) credited to his or her Account by delivering an amended Election Form
to the Plan Administrator on or before the last day of such Purchase Period.


                                        4
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                  A withdrawal shall be deducted from the Participant's Account
as of the date the Plan Administrator receives such amended Election Form, and
the actual withdrawal shall be effected by the Plan Administrator as soon as
practicable after such date. All withdrawals will be net of any costs associated
with the withdrawal. The minimum amount of a withdrawal in cash shall be
determined by the Committee and shall equal the Participant's entire Account if
the value of such Account is less than the minimum. If a Participant elects to
receive cash in lieu of the Stock in his or her account, the Plan Administrator
shall sell whole shares in the Account on the open market and shall distribute
the proceeds thereof, net of transaction costs to the Participant. If a
Participant elects to withdraw his or her account in Stock, the Account must be
withdrawn in full and the value of any fractional shares at the Closing Price on
such date shall be distributed in cash, net of transaction costs. Once fully
withdrawn, an Eligible Employee may not participate in the Plan for a period of
no less than two succeeding Election Periods and the corresponding Purchase
Periods unless otherwise determined by the Committee.

                  5.3. Accounts Credits, General Assets and Taxes. All payroll
deductions made for a Participant shall be credited to his or her Account as of
the pay day on which the deduction is made and shall be held by AHL or its agent
as part of the general assets of AHL and shall not be held in trust or otherwise
segregated from AHL's general assets. No interest shall be paid or accrued on
any such contributions. Each Participant's right to the Stock and cash credited
to his or her Account shall be that of a general and unsecured creditor of AHL.
Each Participating Employer shall have the right to make such provisions as it
deems necessary or appropriate to satisfy any tax laws with respect to purchases
of Stock made under this Plan.

                  5.4. Automatic Refunds. The Stock (in whole shares) and cash
credited to the Account of an Eligible Employee automatically shall be refunded
in full (without interest) if his or her status as an employee of a
Participating Employer terminates for any reason whatsoever during a Purchase
Period. Such refunds shall be made as soon as practicable after the Plan
Administrator has actual notice of any such termination. A person's status as a
Participant under this Plan shall terminate at the same time as his or her
status as an Eligible Employee terminates.


                                       5
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6. Purchase of Stock

                  Shares of Stock automatically shall be purchased for each
Participant who is an Eligible Employee, in whole and fractional shares, at the
Purchase Price on the 21st day of each calendar month in a Purchase Period or,
(a) if the 21st is not a business day or, (b) if such shares are not available
for purchase on the open market, on the next business day. Such Stock shall be
purchased on behalf of the Plan in whole and fractional shares and shall be held
in street name on behalf of the Plan with individual participant ownership
recorded by the Plan Administrator as part of his or her account records. The
cost basis for the shares of Stock credited to each Participant's Account for
each month shall be the average cost to purchase all shares in the open market
for such month. 7. Delivery

                  No stock certificate representing a fractional share of Stock
credited to a Participants' account shall be delivered to a Participant. Cash
which the Plan Administrator deems representative of the value of a
Participant's fractional share shall be distributed (when a Participant requests
on an Election Form a distribution of all of the shares of Stock credited to
such Participant's Account) in lieu of such fractional share unless a
Participant waives his or her right to such cash payment, and the Plan
Administrator shall have the right to charge a Participant for registering Stock
in the name of the Participant and any other person. No Participant (or any
person who makes a claim for, on behalf of, or in place of a Participant) shall
have any interest in any shares of Stock credited to a Participants' account
under this Plan until the certificate for such shares of Stock has been
delivered to such person or such shares have been credited to a brokerage
account maintained for the benefit of such person. 8. Designation of Beneficiary

                  A Participant may designate on his or her Election Form a
Beneficiary (a) who shall receive the balance credited to his or her Account if
the Participant dies before the end of a Purchase Period and (b) who shall
receive the Stock, if any, purchased for the Participant under this Plan if the
Participant dies after the end of a Purchase Period but before either the
certificate

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representing such shares of Stock has been delivered to the Participant or
before such Stock has been credited to a brokerage account maintained for the
Participant. Such designation may be revised in writing at any time by the
Participant by filing an amended Election Form, and his or her revised
designation shall be effective at such time as the Plan Administrator receives
such an amended Election Form. If a deceased Participant fails to designate a
Beneficiary or, if no person so designated survives a Participant or, if after
checking his or her last known mailing address, the whereabouts of the person so
designated are unknown, then the Participant's estate shall be treated as his
designated Beneficiary under this Section 8.

9. Transferability

                  Neither the balance credited to a Participant's Account nor
any rights to receive shares of Stock under this Plan may be assigned,
encumbered, alienated, transferred, pledged, or otherwise disposed of in any way
by a Participant during his or her lifetime or by his or her Beneficiary or by
any other person during his or her lifetime, and any attempt to do so shall be
without effect.

10. Securities Registration

                  If AHL shall deem it necessary to register under the
Securities Act of 1933, as amended, or any other applicable statutes any shares
of Stock purchased under this Plan or to qualify any such shares of Stock for an
exemption from any such statutes, AHL shall take such action at its own expense
before delivery of the certificate representing such shares of Stock. If shares
of Stock are listed on any national stock exchange at the time an option to
purchase shares of Stock is exercised under this Plan, AHL, whenever required,
shall register shares of Stock for which such option is exercised under the
Securities Exchange Act of 1933, as amended, and shall make prompt application
for the listing on such national stock exchange of such shares, all at the
expense of AHL.

11. Compliance with Rule 16b-3

                  All elections and transactions under this Plan by persons
subject to Rule 16b-3 are intended to comply with at least one of the exemptive
conditions under Rule 16b-3. The Plan


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Administrator shall establish such administrative guidelines to facilitate
compliance with at least one such exemptive condition under Rule 16b-3 as the
Plan Administrator may deem necessary or appropriate. If any provision of this
Plan or such administrative guidelines or any act or omission with respect to
this Plan (including any act or omission by an Eligible Employee) fails to
satisfy such exemptive condition under Rule 16b-3 or otherwise is inconsistent
with such condition, such provision, guidelines or act or omission shall be
deemed null and void.

12. Amendment or Termination

                  This Plan may be amended by the Board from time to time to the
extent that the Board deems necessary or appropriate, and any such amendment
shall be subject to the approval of AHL's shareholders to the extent such
approval is required under the laws of the State of Georgia or the rules of the
stock exchange in which the Stock is listed; provided, however, no amendment
shall be retroactive unless the Board in its discretion determines that such
amendment is in the best interest of AHL or such amendment is required by
applicable law to be retroactive. The Board also may terminate this Plan and any
Purchase Period at any time (together with any related contribution elections)
or may terminate any Purchase Period (together with any related contribution
elections) at any time; provided, however, no such termination shall be
retroactive unless the Board determines that applicable law requires a
retroactive termination of this Plan.

13. Notices

                  All Election Forms and other communications from a Participant
to the Plan Administration under, or in connection with, this Plan shall be
deemed to have been filed with the Plan Administrator when actually received in
the form specified by the Plan Administrator at the location, or by the person,
designated by the Plan Administrator for the receipt of any such Election Form
and communications.

14. Employment

                  The right to elect to participate in this Plan shall not
constitute an offer of employment and no election to participate in this Plan
shall constitute an employment agreement


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for an Eligible Employee. Any such right or election shall have no bearing
whatsoever on the employment relationship between an Eligible Employee and any
other person. No Eligible Employee shall be induced to participate in this Plan,
or shall participate in this Plan, with the expectation that such participation
will lead to employment or continued employment.

15.  Employment Transfers.

                  No Eligible Employee's employment shall be treated as
terminated under this Plan as a result of a transfer between, or among, AHL, any
wholly owned subsidiaries of AHL or any other Participating Employer.

16.  Headings, References and Construction

                  The headings to sections in this Plan have been included for
convenience of reference only. Except as otherwise expressly indicated, all
references in this Plan to sections shall be to sections of this Plan. This Plan
shall be interpreted and construed in accordance with the laws of the State of
Georgia.


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