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                                                                   EXHIBIT 10.22

                              SPHERION CORPORATION
                            2000 STOCK INCENTIVE PLAN

1.       PURPOSES.

         The purposes of this Spherion Corporation 2000 Stock Incentive Plan
are to provide incentives and rewards to those employees largely responsible
for the success and growth of Spherion Corporation and its Subsidiary
corporations, and to assist all such entities in attracting and retaining
executives and other key employees with experience and ability; to attract and
retain experienced and qualified directors who are not employees of the
Company or any Subsidiary; and to secure for the Company and its stockholders
the benefit of stock ownership in the Company by those employees and
directors.

2.       DEFINITIONS.

         (a)      "Award" means one or more of the following: shares of Common
Stock, Restricted Shares, Stock Options (including Reload Stock Options),
Stock Appreciation Rights, Performance Shares, Performance Units or Target
Awards (but shall not mean a Director Stock Option).

         (b)      "Board of Directors" means the Board of Directors of the
Company.

         (c)      "Common Stock" means the Common Stock, $0.01 par value, of
the Company.

         (d)      "Company" means Spherion Corporation, a Delaware corporation.

         (e)      "Director" means a member of the Board of Directors of the
Company or a member of the Board of Directors of any Subsidiary.

         (f)      "Director Stock Option" means a Stock Option granted
pursuant to Section 11.

         (g)      "Incentive Stock Option" means a Stock Option which meets
all of the requirements of an "incentive stock option" as defined in Section
422(b) of the Internal Revenue Code.

         (h)      "Internal Revenue Code" means the Internal Revenue Code of
1986, as amended.

         (i)      "Outside Director" means a Director who is not an employee
of the Company or a Subsidiary.

         (j)      "Outside Director Recipient" means an Outside Director who
has been granted a Director Stock Option.

         (k)      "Performance Period" means that period of time specified by
the Committee during which a Recipient must satisfy any designated performance
goals in order to receive an Award.

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         (l)      "Performance Share" means the right to receive, upon
satisfying designated performance goals for a Performance Period, shares of
Common Stock.

         (m)      "Performance Unit" means the right to receive, upon
satisfying designated performance goals within a Performance Period,
Performance Shares, cash, or a combination of cash and Performance Shares,
based upon the market value of shares of Common Stock covered by such
Performance Shares at the close of the Performance Period.

         (n)      "Plan" means this Spherion Corporation 2000 Stock Incentive
Plan, as the same may be amended from time to time.

         (o)      "Recipient" means someone who has been granted an Award
under the Plan and is either (i) an employee of the Company or a Subsidiary,
(ii) a Director, (iii) a person who has agreed in writing to become an
employee of the Company or a Subsidiary within thirty (30) days, or (iv) a
consultant or advisor who has rendered bona fide services to the Company or a
Subsidiary not in connection with the offer or sale of securities in a
capital-raising transaction.

         (p)      "Reload Stock Option" means an additional Stock Option
granted in connection with the grant of a Stock Option entitling the Recipient
to such additional Stock Option in the event the Recipient exercises such
prior Stock Option by surrendering other shares of Common Stock in accordance
with Section 12. Any such Reload Stock Option shall be for the number of
shares of Common Stock surrendered but may also include the number of shares
tendered or withheld for taxes in accordance with Section 18, shall become
exercisable upon such terms and conditions as the Committee shall determine,
but (i) the purchase price shall not be less than the market value of the
shares of Common Stock on the date of exercise of such prior Stock Option, and
(ii) the term shall not extend beyond the expiration of the prior Stock Option.

         (q)      "Restricted Share" means a share of Common Stock issued to a
Recipient hereunder subject to such terms and conditions, including, without
limitation, forfeiture or resale to the Company, and to such restrictions
against sale, transfer or other disposition, as the Committee may determine at
the time of issuance.

         (r)      "Stock Appreciation Right" means the right to receive, upon
exercise of a Stock Appreciation Right granted under the Plan, shares of
Common Stock, cash, or a combination of cash and shares of Common Stock, based
on the market value of the shares of Common Stock covered by such Stock
Appreciation Right on the date of exercise over the base line exercise value
established on the initial day of a Performance Period for such Stock
Appreciation Right.

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         (s)      "Stock Option" means the right to purchase shares of the
Company's Common Stock upon exercise of an option granted under the Plan,
including a Director Stock Option.

         (t)      "Subsidiary" means a subsidiary of the Company controlled
directly or indirectly by the Company within the meaning of Rule 405
promulgated under the Securities Act of 1933, as amended, and such
subsidiaries divisions, departments, and subsidiaries and the respective
divisions, departments and subsidiaries of such subsidiaries.

         (u)      "Target Award" means an Award, other than a Stock Option or
Stock Appreciation Right, the payment under which is intended to qualify as
"performance-based compensation" under Section 162(m) of the Internal Revenue
Code and the regulations thereunder.

         (v)      "Target Award Performance Period" means the performance
period over which a Target Award is earned.

3.       ADMINISTRATION OF THE PLAN.

         (a)      The Plan shall be administered by a Compensation Committee
(the "Committee") consisting of not less than two (2) Outside Directors of the
Company each of whom qualifies as an "Outside Director" under Treasury
Regulation Section 1.162-27(e)(3) and as a "Non-Employee Director" under Rule
16b-3 promulgated under the Securities Exchange Act of 1934, as amended. The
members of the Committee shall be appointed by, and serve at the pleasure of,
the Board of Directors. A majority of the Committee members shall constitute a
quorum and the acts of a majority of the members present at any meeting at
which a quorum is present or acts approved in writing by a majority of the
Committee, shall be valid acts of the Committee. All references herein to the
Committee shall be deemed to mean any successor to the Committee, however
designated, or the Board of Directors, if the Board of Directors has not
appointed a Committee.

         (b)      Subject to the powers herein specifically reserved to the
Board of Directors, the Committee shall have full power and authority to
determine which Recipients shall receive Awards, to construe, interpret and
administer the Plan and, subject to the other provisions of the Plan, to make
determinations which shall be final, conclusive and binding upon all persons
including, without limitation, the Company, the stockholders of the Company,
the Board of Directors, the Recipients and any persons having any interest in
any Awards which may be granted under the Plan. The Committee shall impose
such additional conditions upon the grant and exercise of Awards under the
Plan as may from time to time be deemed necessary or advisable, in the opinion
of counsel to the Company, to comply with applicable laws and regulations. The
Committee from time to time may adopt such rules and regulations for the
carrying out the Plan and written policies for implementation of the Plan.
Such policies may include, but need not be limited to, the type, size and
terms of


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Awards to be made to Recipients and the conditions for payment of such Awards.
Notwithstanding the foregoing, the Board of Directors shall have authority to
determine which Directors shall receive Awards and the terms and conditions of
such Awards. In addition, the Committee may delegate to the Chief Executive
Officer of the Company the authority to grant Awards to Recipients who are not
subject to Section 16(a) of the Securities Act of 1933, as amended.

         (c)      The payment under any Target Award shall be contingent upon
the attainment of one or more pre-established performance goals established by
the Committee in writing within ninety (90) days of the commencement of the
Target Award Performance Period (or in the case of a newly hired Recipient,
before 25% of such Recipient's service for such Target Award Performance
Period has elapsed). Such performance goals will be based upon one or more of
the following performance-based criteria: earnings per share of the Common
Stock, the Company's return on net assets, equity, or revenues, or the
Company's cash flow, book value, Common Stock performance or price-earnings
ratio. The Committee, in its discretion, may cancel or decrease an earned
Target Award, but, except as otherwise permitted by Treasury Regulation
Section 1.162-27(e)(2)(iii)(C), may not, under any circumstances, increase
such award. The maximum amount which any Recipient may be paid under a Target
Award is $2,000,000 per calendar year. The Committee may, in its discretion,
decrease this maximum, but, except as otherwise permitted under Treasury
Regulation Section 1.162-27(e)(2)(iii)(C), may not, under any circumstances,
increase this maximum. Before payments are made under a Target Award, the
Committee shall certify in writing that the performance goals justifying the
payment under Target Award have been met.

4.       ELIGIBILITY.

         Awards may be granted to any Recipient; provided, that Incentive
Stock Options may only be granted to employees of the Company or a Subsidiary
in which the Company owns, directly or indirectly, stock possessing 50% or
more of the total combined voting power of such Subsidiary (or such other
level of stock ownership as may from time to time be set forth in Section
424(c) of the Internal Revenue Code). No member of the Committee (other than
an ex officio member) shall be eligible for grants of Awards under the Plan by
the Committee, although such member may be eligible for grants of Director
Stock Options or for Awards granted by the Board of Directors.

5.       STOCK SUBJECT TO THE PLAN.

         (a)      The total number of shares of Common Stock issuable under
this Plan may not exceed an aggregate of 2,711,367 shares, subject to
adjustment pursuant to Section 16 pertaining to a change in capital structure,
and subject to increase as provided in Sections 5(d) and 5(e). Shares of
Common Stock to be delivered or purchased under the Plan may be either
authorized but unissued Common Stock or treasury shares. All of such shares
may be issued or issuable

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under this Plan in connection with the exercise of Incentive Stock Options,
provided that not more than 2,711,367 shares may used to grant Incentive Stock
Options subject to adjustment pursuant to Section 16 pertaining to a change in
capital structure, and subject to increase as provided in Section 5(e).

         (b)      Not more than 10% of the 2,711,367 shares reserved for
issuance under the Plan (subject to adjustment pursuant to Section 16
pertaining to a change in capital structure) may be issued in Awards other
than Stock Options.

         (c)      Shares of Common Stock reserved for issuance pursuant to
previously granted Awards or Director Stock Options which are not actually
issued pursuant to such Award or Director Stock Option pursuant to this Plan
(due to forfeiture, cancellation, lapse, surrender, payment of withholding
taxes or otherwise) shall be available for future Awards or Director Stock
Options.

         (d)      Shares of Common Stock reserved for issuance pursuant to
previously granted stock options under any other plan of the Company for the
benefit of employees or Directors which has been approved by the stockholders
of the Company, and which are not actually issued pursuant to such stock
option (due to forfeiture, cancellation, lapse, surrender, payment of
withholding taxes or otherwise) shall be available for future Awards or
Director Stock Options.

         (e)      In the event that (i) a Stock Option (or a stock option
granted under any other stock option plan of the Company for the benefit of
employees or Directors which has been approved by the stockholders of the
Company) is exercised by tendering shares of Common Stock already owned, or
(ii) shares of Common Stock already owned are tendered to satisfy tax
withholding requirements, the shares of Common Stock so tendered shall be
added to the total number of authorized shares hereunder, but such shares so
added in respect of a stock option granted under another plan of the Company
shall not be available for grants of Incentive Stock Options.

         (f)      The maximum number of shares of Common Stock with respect to
which Stock Options and Stock Appreciation Rights may be granted to any
Recipient during any three (3) calendar years is 1,000,000 shares except that
Stock Options and Stock Appreciation Rights issued to a Recipient in lieu of
cash compensation due to such Recipient shall not count towards the foregoing
limitation.

6.       AWARDS.

         (a)      Awards under the Plan may include shares of Common Stock,
Restricted Shares, Stock Options, Stock Appreciation Rights, Performance
Shares, Performance Units and Target Awards.

         (b)      The Committee may establish performance goals to be achieved
within such Performance Periods as may be selected by it using such measures
of the performance of the Company it may select as a condition to the receipt
of the Award.

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7.       VESTING REQUIREMENTS AND OTHER CONTINGENCIES.

         The Committee may determine that all or a portion of an Award or a
payment to a Recipient pursuant to an Award, in any form whatsoever, shall be
vested at such times and upon such terms as may be selected by it, except that
(i) an award of Restricted Shares shall not vest prior to the expiration of
three (3) years from the date of grant and (ii) all other Awards may not vest
in less than one year from the date of grant (unless such Award was granted to
a Recipient in lieu of cash compensation due to such Recipient). However, the
Committee may accelerate the vesting of any Award upon a "Change of Control of
the Company" as such term may be defined in the Award agreement. In addition,
the Committee may require a Recipient to refund to the Company the value of an
Award realized by a Recipient, if the Recipient accepts employment with a
competitor of the Company or a subsidiary of the Company within six (6) months
of such realization. In the case of a Stock Option, a Recipient shall be
deemed to realize its value upon the exercise of the Stock Option and its
value shall be an amount equal to the excess of the market value of the shares
of Common Stock received as of the date of the exercise over the exercise
price paid for such shares. In the case of all other Awards, a Recipient shall
be deemed to realize their value upon the payment (in cash or stock) of the
Award and its value shall be the amount of any cash received plus an amount
equal to the market value of the shares of Common Stock received in connection
with the Award. The market value of shares shall be the closing price for the
Common Stock on the New York Stock Exchange (or on the principal securities
exchange or other market on which the Common Stock is then being traded) on
the date of realization, or if such closing price is not reported on such
date, the last reported closing price.

8.       DEFERRED PAYMENT.

         The Committee, or in the case of Awards to Outside Directors, the
Board of Directors, may determine that the receipt of all or a portion of an
Award or a payment to a Recipient pursuant to an Award, in any form
whatsoever, (i) shall be deferred, or (ii) at the election of such Recipient,
may be deferred. Deferrals shall be for such periods and upon such terms as
the Committee, or in the case of Awards to Outside Directors, the Board of
Directors, may determine.

9.       CONTINUATION OF EMPLOYMENT.

         With respect to Awards granted to employees, the Committee shall
require that (a) Awards may only be granted to Recipients, and (b) a Recipient
must be an employee of the Company or a Subsidiary (or must have retired with
the approval of the Company or a Subsidiary) at the time an Award becomes
vested. Notwithstanding the foregoing, the Committee shall have the sole power
to determine the date of and the circumstances which shall constitute a
cessation of employment (including whether the spin-off of a Subsidiary
constitutes a cessation of employment of employees who continue in the employ
of Subsidiary subject to such spin-off) and to determine whether such
cessation is the result of retirement, death or any other reason. The
Committee may provide for the

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termination of any such outstanding Award if a Recipient ceases to be an
employee of the Company or a Subsidiary or a Director and may establish such
other provisions with respect to the termination or disposition of an Award on
the death or retirement of a Recipient as it, in its sole and absolute
discretion, deems advisable.

10. EMPLOYMENT STATUS.

         No Award shall be construed as imposing upon the Company or a
Subsidiary the obligation to continue the employment of a Recipient. No
employee or other person shall have any claim or right to be granted an Award
under the Plan.

11.      DIRECTOR STOCK OPTIONS.

         The Committee may grant to each Outside Director serving on the
Company's Board of Directors a stock option to purchase up to 5,000 shares of
Common Stock for each year of service as an Outside Director (a "Director
Stock Option"). Director Stock Options shall contain such terms as the
Committee shall determine; provided, however, that such Stock Options shall
vest on the first anniversary of the date of grant, shall have a term of ten
(10) years and must be exercised prior to the first anniversary of the Outside
Director's termination of service as a Director.

12.      STOCK OPTION PRICE.

         The purchase price per share of Common Stock under each Stock Option
shall not be less than the closing price for the Common Stock on the New York
Stock Exchange (or on the principal securities exchange or other market on
which the Common Stock is then being traded) on the date the Stock Option or
Incentive Stock Option is granted or if such closing price is not reported on
the date of grant, the last reported closing price. Payment for exercise of
any Stock Option granted hereunder shall be made (a) in cash, or (b) by
delivery of Common Stock having a market value equal to the aggregate option
price, (c) by a combination of payment of cash and delivery of Common Stock in
amounts such that the amount of cash plus the market value of the Common Stock
equals the aggregate option price, or (d) by a cashless exercise upon such
terms and conditions as the Committee, in its sole and absolute discretion,
shall determine. The Committee may, in its discretion, include within any
Stock Option agreement, a Reload Stock Option provision.

13.      STOCK APPRECIATION RIGHT VALUE.

         The base line exercise value per share of Common Stock covered by an
Award in the form of a Stock Appreciation Right shall be not less than the
market value of one share of Common Stock on the initial day of a Performance
Period for such Stock Appreciation Right.


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14.      REGISTRATION OF STOCK.

         Each Award and each Director Stock Option shall be subject to the
requirement that if at any time the Committee (or, in the case of a Director
Stock Option, counsel for the Company) shall determine that qualification or
registration under any state or federal law of the shares of Common Stock,
Restricted Shares, Stock Options, Incentive Stock Options, or other securities
thereby covered or the consent or approval of any governmental regulatory body
is necessary or desirable as a condition of or in connection with the granting
of such Award or Stock Option or the purchase of shares thereunder, the Award
or Stock Option may not be paid or exercised in whole or in part unless and
until such qualification, registration, consent or approval shall have been
effected or obtained free of any conditions the Committee, in its sole
discretion, deems unacceptable.

15.      ASSIGNABILITY.

         No Award or Director Stock Option shall be transferable or assignable
by the Recipient other than by will or the laws of descent and distribution
and during the lifetime of the Recipient shall be exercisable or payable only
by him or her. Notwithstanding the forgoing, the Committee may permit a
Recipient of a Stock Option (other than an Incentive Stock Option) or an
Outside Director Recipient, to transfer such Stock Option to any one or more
of the following: such Recipient's or Outside Director Recipient's family
member, a trust established primarily for the benefit of a family member, or
to an entity which is a corporation, partnership, or limited liability company
(or any other similar entity) the owners of which are primarily the
aforementioned persons or trusts. Any such Stock Option so transferred shall
be subject to the provisions of Section 9 or 11 as the case may be, concerning
the exercisability during such transferor's employment or service as a
Director.

16.      DILUTION OR OTHER ADJUSTMENTS.

         In the event of any changes in the capital structure of the Company,
including but not limited to a change resulting from a stock dividend or
split-up, or combination or reclassification of shares, the Board of Directors
shall make such equitable adjustments with respect to Awards and Director
Stock Options or any other provisions of this Plan as it deems necessary and
appropriate, including, if necessary, any adjustment in the maximum number of
shares of Common Stock subject to the Plan or the number of shares of Common
Stock subject to an outstanding Award or Director Stock Option. In the absence
of any of the foregoing transactions, in no event shall Stock Options be
re-priced to a lower price without approval of the stockholders of the Company
and in no event shall Stock Options be cancelled and reissued at a lower price
if the reissuance occurs within six (6) months of cancellation.

17.      MERGER, CONSOLIDATION, REORGANIZATION, LIQUIDATION, ETC.

         The Board of Directors may make such arrangements it deems advisable
with respect to outstanding Awards or Director Stock Options in connection with

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any corporate merger, consolidation, major acquisition of property for stock,
reorganization, or liquidation, which arrangements shall be binding upon
Recipients of outstanding Awards and all Outside Director Recipients,
including, but not limited to, the substitution of any new Awards or Director
Stock Options then outstanding, the assumption of any such Awards or Director
Stock Options and the termination of or payment for such Awards or Director
Stock Options.

18.      WITHHOLDING TAXES.

         The Company shall have the right to deduct from all Awards paid
hereunder in cash the minimum federal, state, local or foreign taxes required
by law to be withheld with respect to such Awards and, with respect to Awards
paid in other than cash, to require the payment (through withholding from the
Recipient's salary or otherwise) of any such taxes. Subject to such conditions
as the Committee may establish, Awards payable in shares of Common Stock may
provide that the Recipients thereof may elect, in accordance with any
applicable regulations, to tender shares of Common Stock to the Company, or
have the Company withhold shares of Common Stock, to satisfy all or part of
any such withholding obligations, with the value of such tendered or withheld
shares of Common Stock based upon their fair market value on the date the tax
withholding is required to be made.

19. COSTS AND EXPENSES.

         The costs and expenses of administering the Plan shall be borne by
the Company and not charged to any Award nor to any Recipient or Outside
Director Recipient.

20.      FUNDING THE PLAN.

         The Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Award under the Plan.

21.      AWARD CONTRACTS AND STOCK OPTION AGREEMENTS.

         The Committee shall have the power to specify the form of Award
contracts to be granted from time to time pursuant to and in accordance with
the provisions of the Plan and such contracts shall be final, conclusive and
binding upon the Company, the stockholders of the Company and the Recipients.
The Board of Directors shall have the power to specify the form of Director
Stock Option agreements to be granted from time to time pursuant to and in
accordance with the provisions of the Plan and such agreements shall be final,
conclusive and binding upon the Company, the stockholders of the Company and
the Outside Director Recipients. No Recipient or Outside Director Recipient
shall have any rights as a holder of Common Stock with respect to Awards or
Director Stock Options hereunder unless and until certificates for shares of
Common Stock or Restricted Shares are issued to the Recipient or to the
Outside Director Recipient.

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22.      GUIDELINES.

         The Board of Directors of the Company shall have the power to provide
guidelines for administration of the Plan by the Committee and to make any
changes in such guidelines from time to time as the Board deems necessary.

23.      AMENDMENT AND DISCONTINUANCE.

         The Board of Directors of the Company shall have the right at any
time during the continuance of the Plan to amend, modify, supplement, suspend
or terminate the Plan, provided that in the absence of the approval of the
holders of a majority of the shares of Common Stock of the Company present in
person or by proxy at a duly constituted meeting of the stockholders of the
Company, no such amendment, modification or supplement shall (i) increase the
aggregate number of shares which may be issued under the Plan, unless such
increase is by reason of any change in capital structure referred to in
Section 16 hereof, (ii) change the termination date of the Plan provided in
Section 24, or (iii) delete or amend the market value restrictions contained
in Sections 12 and 13 hereof, and provided further, that no amendment,
modification or termination of the Plan shall in any manner affect any Award
or Director Stock Option of any kind theretofore granted under the Plan
without the consent of the Recipient of the Award or the Outside Director
Recipient, as the case may be, unless such amendment, modification or
termination is by reason of any change in capital structure referred to in
Section 16 hereof or unless the same is by reason of the matters referred to
in Section 17 hereof.

24.      TERMINATION.

         The Committee may grant Awards and Director Stock Options at any time
prior to May 23, 2010, on which date this Plan will terminate except as to
Awards and Stock Options then outstanding hereunder, which Awards and Director
Stock Options shall remain in effect until they have expired according to
their terms or until May 23, 2020, whichever first occurs. No Stock Option
shall be exercisable later than ten (10) years following the date it is
granted and no other Award shall have a term of more than ten (10) years.

25.      APPROVAL.

         The 2000 Stock Incentive Plan was adopted by the Board of Directors
on March 28, 2000. The Plan shall take effect upon due approval of the
stockholders of the Company.