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                                                                   Exhibit 10.22

                                       
                          CHANGE IN CONTROL AGREEMENT


               THIS AGREEMENT, dated as of the 18th day of November, 1998, is 
by and between INTERIM SERVICES INC., a Delaware corporation (hereinafter 
referred to as the "Company"), and RAYMOND MARCY (hereinafter the 
"Executive").
                                       
                                    RECITALS

               A.     The Board of Directors of the Company (the "Board") 
considers it essential to the best interests of the Company and its 
stockholders that its key management personnel be encouraged to remain with 
the Company and its subsidiaries and to continue to devote full attention to 
the Company's business in the event that any third person expresses its 
intention to complete a possible business combination with the Company, or in 
taking any other action which could result in a "Change in Control" (as 
defined herein) of the Company. In this connection, the Board recognizes that 
the possibility of a Change in Control and the uncertainty and questions 
which it may raise among management may result in the departure or 
distraction of key management personnel to the detriment of the Company and 
its stockholders.  The Board has determined that appropriate steps should be 
taken to reinforce and encourage the continued attention and dedication of 
key members of the Company's management to their assigned duties without 
distraction in the face of the potentially disturbing circumstances arising 
from the possibility of a Change in Control of the Company.

               B.     The Executive currently serves as the Company's 
Chairman of the Board, President and Chief Executive Officer and his services 
and knowledge are valuable to the Company in connection with the management 
of its business.

               C.     The Board believes the Executive has made and is 
expected to continue to make valuable contributions to the productivity and 
profitability of the Company and its subsidiaries.  Should the Company 
receive a proposal from a third person concerning a possible business 
combination or any other action which could result in a Change in Control, in 
addition to the Executive's regular duties, the Executive may be called upon 
to assist in the assessment of such proposal, advise management and the Board 
as to whether such proposal would be in the best interests of the Company and 
its stockholders, and to take such other actions as the Board might determine 
to be necessary or appropriate.

               D.     Should the Company receive any proposal from a third 
person concerning a possible business combination or any other action which 
could result in a change in control of the Company, the Board believes it 
imperative that the Company and the Board be able to rely upon the Executive 
to continue in his position, and that the Company and the Board be able to 
receive and rely upon his advice, if so requested, as to the best interests 
of the Company and its stockholders without concern that he might be 
distracted by the personal uncertainties and risks created by such a 
proposal, and to encourage Executive's full attention and dedication to the 
Company.

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                              TERMS AND CONDITIONS

               NOW, THEREFORE, to assure the Company and its subsidiaries 
that it will have the continued, undivided attention, dedication and services 
of the Executive and the availability of the Executive's advice and counsel 
notwithstanding the possibility, threat or occurrence of a Change in Control 
of the Company, and to induce the Executive to remain in the employ of the 
Company and its subsidiaries, and for other good and valuable consideration, 
the adequacy and sufficiency of which are hereby acknowledged, the Company 
and the Executive agree as follows.

               1.     CHANGE IN CONTROL

               (a)    The definition of a "Change in Control" of the Company 
       for purposes of this Agreement shall be as determined, prospectively, 
       from time to time, by the Board, pursuant to the affirmative vote of 
       at least two-thirds of those members of the Board (i) who have served 
       on the Board for at least two years prior to such determination, and 
       (ii) whose election, or nomination for election, during such two-year 
       period was approved by a vote of at least two-thirds of the directors 
       then in office who were directors at the beginning of such two-year 
       period.  Written notice of any such determination, or modification of 
       a previous determination, shall be provided promptly to the Executive.

               (b)    In the event that at any time during the term of this 
       Agreement the Board has not established a definition of "Change of 
       Control" pursuant to Section 1(a), for purposes of this Agreement, a 
       "Change in Control" of the Company shall be deemed to have occurred 
       upon (i) the acquisition at any time by a "person" or "group" (as that 
       term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange 
       Act of 1934, as amended (the "Exchange Act")) (excluding, for this 
       purpose, the Company or any of its subsidiaries, any employee benefit 
       plan of the Company or any of its subsidiaries, an underwriter 
       temporarily holding securities pursuant to such securities, or a 
       corporation owned, directly or indirectly, by the stockholders of the 
       Company in substantially the same proportions as their ownership of 
       stock of the Company) of beneficial ownership (as defined in Rule 
       13d-3 under the Exchange Act) directly or indirectly, of securities 
       representing 25% or more of the combined voting power in the election 
       of directors of the then-outstanding securities of the Company or any 
       successor of the Company; (ii) the termination of service as 
       directors, for any reason other than death, disability or retirement 
       from the Board, during any period of two consecutive years or less, of 
       individuals who at the beginning of such period constituted a majority 
       of the Board, unless the election of or nomination for election of 
       each new director during such period was approved by a vote of at 
       least two-thirds of the directors still in office who were directors 
       at the beginning of the period; (iii) approval by the stockholders of 
       the Company of liquidation of the Company; (iv) approval by the 
       stockholders of the Company and consummation of any sale or 
       disposition, or series of related sales or dispositions, of 50% or 
       more of the assets or earning power of the Company; or (v) approval by 
       the stockholders of the Company and consummation of any merger or 
       consolidation or statutory share exchange to which the Company is a 
       party as a result of which the persons who were stockholders of the 
       Company immediately prior to the effective date of the merger or 
       consolidation or statutory share exchange shall have beneficial 
       ownership of less than 50% of the combined voting power in the 
       election of 

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       directors of the surviving corporation following the effective date of 
       such merger or consolidation or statutory share exchange.

               (c)    Notwithstanding anything herein, no acquisition of 
       beneficial ownership of securities of the Company, merger, sale of 
       assets or other transaction shall be deemed to constitute a Change in 
       Control for purposes of this Agreement if such transaction constitutes 
       a "Management Approved Transaction."  For purposes of this Agreement, 
       a "Management Approved Transaction" shall be any transaction, which 
       would otherwise result in a Change in Control for purposes of this 
       Agreement in which the acquiring "person", "group" or other entity is 
       either beneficially owned by, or comprised of, in whole or in part, 
       three or more members of the Company's executive management, as such 
       was constituted twelve months prior to such transaction, or is 
       majority owned by, or comprised of, any employee benefit plan of the 
       Company. 

               (d)    Notwithstanding anything herein, no acquisition of 
       beneficial ownership of securities of the Company, merger, sale of 
       assets or other transaction shall be deemed to constitute a Change in 
       Control for purposes of this Agreement if such transaction is approved 
       by the affirmative vote of at least two-thirds of those members of the 
       Board (i) who have served on the Board for at least two years prior to 
       such approval, and (ii) whose election, or nomination for election, 
       during such two-year period was approved by a vote of at least 
       two-thirds of the directors then in office who were directors at the 
       beginning of such two-year period.  

               2.     ADJUSTMENT OF BENEFITS UPON CHANGE IN CONTROL

               (a)    The Company agrees that the Compensation Committee of 
       the Board, or such other committee succeeding to such committee's 
       responsibilities with respect to executive compensation (collectively, 
       the "Compensation Committee") may make such equitable adjustments to 
       any performance targets contained in any awards under the Company's 
       current incentive compensation plans, or any additional or successor 
       plan in which the Executive is a participant (collectively, the 
       "Incentive Plans"), as the Compensation Committee determines may be 
       appropriate to eliminate any negative effects from any transactions 
       relating to a Change in Control (such as costs or expenses associated 
       with the transaction or any related transaction, including, without 
       limitation, any reorganizations, divestitures, recapitalizations or 
       borrowings, or changes in targets or measures to reflect the 
       disruption of the business, etc.), in order to preserve reward 
       opportunities and performance objectives.

               (b)    In the case of a Change in Control, all restrictions 
       and conditions applicable to any awards of restricted stock or the 
       vesting of stock options or other awards granted to the Executive 
       under the Company's 1998 Incentive Stock Plan, 1997 Long-Term 
       Executive Compensation and Outside Director Stock Option Plan, any 
       similar or successor plan, or otherwise shall be deemed to have been 
       satisfied as of the date the Change in Control occurs, and this 
       Agreement shall be deemed to amend any agreements evidencing such 
       awards to reflect this provision.

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               3.     TERMINATION FOLLOWING CHANGE IN CONTROL

               (a)    The Executive's employment may be terminated for any 
       reason by the Company within two years following a Change in Control 
       of the Company.  If the Executive's employment is terminated for any 
       reason other than the reasons set forth below, then the Executive 
       shall be entitled to the benefits set forth in this Agreement in lieu 
       of any termination, separation, severance or similar benefits under 
       the Executive's Employment Agreement, if any, or under the Company's 
       termination, separation, severance or similar plans or policies, if 
       any. If the Executive's employment is terminated for any of the 
       reasons set forth below, then the Executive shall not be entitled to 
       any termination, separation, severance or similar benefits under this 
       Agreement, and the Executive shall be entitled to benefits under the 
       Executive's Employment Agreement, if any, or under the Company's 
       termination, separation, severance or similar plans or policies, if 
       any, only in accordance with the terms of such Employment Agreement, 
       or such plans or policies.  

                      (i)     termination by reason of the Executive's death, 
       PROVIDED the Executive has not previously given a "Notice of 
       Termination" pursuant to Section 4;

                      (ii)    termination by reason of the Executive's 
       "disability," PROVIDED the Executive has not previously given a 
       "Notice of Termination" pursuant to Section 4;

                      (iii)   termination by reason of "retirement" at or 
       after age 65, PROVIDED the Executive has not previously given "Notice 
       of Termination" pursuant to Section 4; or

                      (iv)    termination by the Company for "Cause."

                      For the purposes of this Agreement, "disability" shall 
       be defined as the Executive's inability by reason of illness or other 
       physical or mental disability to perform the principal duties required 
       by the position held by the Executive at the inception of such illness 
       or disability for any consecutive 180-day period.  A determination of 
       disability shall be subject to the certification of a qualified 
       medical doctor agreed to by the Company and the Executive or, in the 
       Executive's incapacity to designate a doctor, the Executive's legal 
       representative. If the Company and the Executive cannot agree on the 
       designation of a doctor, each party shall nominate a qualified medical 
       doctor and the two doctors shall select a third doctor and the third 
       doctor shall make the determination as to disability.

                      For purposes of this Agreement, "retirement" shall mean 
       the Company's termination of the Executive's employment at or after 
       the date on which the Executive attains age 65.

                      For purposes of this Agreement, "Cause" shall mean one 
       ore more of the following:

               (I)    the material violation of any of the terms and 
       conditions of this Agreement or any written agreements the Executive 
       may from time to time have with the Company (after 30 days following 
       written notice from the Board specifying such material violation and 
       Executive's failure to cure or remedy such material violation within 
       such 30-day period);

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               (II)   inattention to or failure to perform Executive's 
       assigned duties and responsibilities competently for any reason other 
       than due to Disability (after 30 days following written notice from 
       the Board specifying such inattention or failure, and Executive's 
       failure to cure or remedy such inattention or failure within such 
       30-day period);

               (III)  engaging in activities or conduct injurious to the 
       reputation of the Company or its affiliates including, without 
       limitation, engaging in immoral acts which become public information 
       or repeatedly conveying to one person, or conveying to an assembled 
       public group, negative information concerning the Company or its 
       affiliates;

               (IV)   commission of an act of dishonesty, including, but not 
       limited to, misappropriation of funds or any property of the Company; 
       or

               (V)    commission by the Executive of an act which constitutes 
       a misdemeanor (involving an act of moral turpitude) or a felony.

               (b)    The Executive may terminate his employment with the 
       Company following a Change in Control of the Company (i) for any 
       reason by giving Notice of Termination during either of the 
       "Termination Periods" or (ii) for "Good Reason" by giving Notice of 
       Termination at any time within two years after the Change in Control.  
       Any failure by the Executive to give such immediate notice of 
       termination for Good Reason shall not be deemed to constitute a waiver 
       or otherwise to affect adversely the rights of the Executive 
       hereunder, PROVIDED the Executive gives notice to receive such 
       benefits prior to the expiration of such two year period.  If the 
       Executive terminates his employment as provided in this Section 3(b), 
       then the Executive shall be entitled to the benefits set forth in this 
       Agreement in lieu of any termination, separation, severance or similar 
       benefits under the Executive's Employment Agreement, if any, or under 
       the Company's termination, separation, severance or similar plans or 
       policies, if any.  

               For purposes of this Agreement, there shall be two 
       "Termination Periods" during which the Executive may give Notice of 
       Termination and receive the benefits set forth in this Agreement: 

                      (i)     the first of which shall be the sixty (60) day 
       period commencing on the date of the Change of Control, and; 

                      (ii)    the second of which shall be the thirty (30) 
       day period commencing on the first anniversary of the date of the 
       Change of Control

               For purposes of this Agreement, "Good Reason" shall mean the 
       occurrence of any one or more of the following events:

                      (I)     The assignment to the Executive of any duties 
       inconsistent in any material adverse respect with his position, 
       authority or responsibilities with the Company and its subsidiaries 
       immediately prior to the Change in Control, or any other material 
       adverse change in such position, including titles, authority, or 
       responsibilities, as compared with the Executive's position 
       immediately prior to the Change in Control;

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                      (II)    A reduction by the Company in the amount of the 
       Executive's base salary or annual or long term incentive compensation 
       paid or payable as compared to that which was paid or made available 
       to Executive immediately prior to the Change in Control; or the 
       failure of the Company to increase Executive's compensation each year 
       by an amount which is substantially the same, on a percentage basis, 
       as the average annual percentage increase in the base salaries of 
       other executives of comparable status with the Company;

                      (III)   The failure by the Company to continue to 
       provide the Executive with substantially similar perquisites or 
       benefits the Executive in the aggregate enjoyed under the Company's 
       benefit programs, such as any of the Company's pension, savings, 
       vacation, life insurance, medical, health and accident, or disability 
       plans in which he was participating at the time of the Change in 
       Control (or, alternatively, if such plans are amended, modified or 
       discontinued, substantially similar equivalent benefits thereto, when 
       considered in the aggregate), or the taking of any action by the 
       Company which would directly or indirectly cause such benefits to be 
       no longer substantially equivalent, when considered in the aggregate, 
       to the benefits in effect at the time of the Change in Control;

                      (IV)    The Company's requiring the Executive to be 
       based at any office or location more than 50 miles from that location 
       at which he performed his services immediately prior to the Change in 
       Control, except for a relocation consented to in writing by the 
       Executive, or travel reasonably required in the performance of the 
       Executive's responsibilities to the extent substantially consistent 
       with the Executive's business travel obligations prior to the Change 
       in Control;

                      (V)     Any failure of the Company to obtain the 
       assumption of the obligation to perform this Agreement by any 
       successor as contemplated in Section 11 herein; or

                      (VI)    Any breach by the Company of any of the 
       material provisions of this Agreement or any failure by the Company to 
       carry out any of its obligations hereunder, in either case, for a 
       period of thirty business days after receipt of written notice from 
       the Executive and the failure by the Company to cure such breach or 
       failure during such thirty business day period.

               4.     NOTICE OF TERMINATION

               Any termination of the Executive's employment following a 
Change in Control, other than a termination as contemplated by Sections 
3(a)(i) or 3(a)(iii) shall be communicated by written "Notice of Termination" 
by the party affecting the termination to the other party hereto.  Any 
"Notice of Termination" shall set forth (a) the effective date of 
termination, which shall not be less than 15 or more than 30 days after the 
date the Notice of Termination is delivered (the "Termination Date"); (b) the 
specific provision in this Agreement relied upon; and (c) in reasonable 
detail the facts and circumstances claimed to provide a basis for such 
termination and the entitlement, or lack of entitlement, to the benefits set 
forth in this Agreement.  Notwithstanding the foregoing, if within fifteen 
(15) days after any Notice of Termination is given, the party receiving such 
Notice of Termination notifies the other party that a good faith dispute 
exists concerning the termination, the actual Termination Date shall be the 
date on which the dispute is finally 

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determined in accordance with the provisions of Section 18 hereof. In the 
case of any good faith dispute as to the Executive's entitlement to benefits 
under this Agreement resulting from any termination by the Company for which 
the Company does not deliver a Notice of Termination, the actual Termination 
Date shall be the date on which the dispute is finally determined in 
accordance with the provisions of Section 18 hereof.  Notwithstanding the 
pendency of any such dispute referred to in the two preceding sentences, the 
Company shall continue to pay the Executive his full compensation then in 
effect and continue the Executive as a participant in all compensation, 
benefits and perquisites in which he was then participating, until the 
dispute is finally resolved, PROVIDED the Executive is willing to continue to 
provide full time services to the Company and its subsidiaries in 
substantially the same position, if so requested by the Company.  Amounts 
paid under this Section 4 shall be in addition to all other amounts due under 
this Agreement and shall not be offset against or reduce any other amounts 
due under this Agreement.  If a final determination is made, pursuant to 
Section 18, that Good Reason did not exist in the case of a Notice of 
Termination by the Executive, the Executive shall have the sole right to 
nullify and void his Notice of Termination by delivering written notice of 
same to the Company within three (3) business days of the date of such final 
determination.  If the parties do not dispute the Executive's entitlement to 
benefits hereunder, the Termination Date shall be as set forth in the Notice 
of Termination.

               5.     TERMINATION BENEFITS

               (a)    SEVERANCE PAYMENT.  Subject to the conditions set forth 
       in this Agreement, on the Termination Date the Company shall pay the 
       Executive (reduced by any applicable payroll or other taxes required 
       to be withheld) a lump sum severance payment, in cash, equal to the 
       product of three (3) times the sum of the Executive's annual salary 
       for the current year plus his target bonus for the current year 
       (provided that if the Notice of Termination is given prior to the 
       determination of the Executive's salary or target bonus for the year 
       in which the Termination Date occurs, the amounts shall be the annual 
       salary for the prior year and the greater of the target bonus for the 
       prior year or the actual bonus earned by the Executive for the prior 
       year).  The current year shall be (A) for the purposes of determining 
       annual salary, the year then generally used by the Company for setting 
       salaries for senior-level executives (currently April 1 through the 
       following March 31), and (B) for purposes of determining target bonus, 
       the fiscal year then generally used by the Company for setting target 
       bonuses for senior-level executives, in which the Termination Date 
       occurs, and the prior year shall be the twelve-month period 
       immediately preceding the current year. 
       
               (b)    PAYMENT OF DEFERRED COMPENSATION.  Any compensation 
       that has been earned by the Executive but is unpaid as of the 
       Termination Date, including any compensation that has been earned but 
       deferred pursuant to the Company's Deferred Compensation Plan or 
       otherwise, shall be paid in full to the Executive on the Termination 
       Date.

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               6.     OTHER BENEFITS

               Subject to the conditions set forth in this Agreement hereof, 
the following benefits (subject to any applicable payroll or other taxes 
required to be withheld) shall be paid or provided to the Executive:

               (a)    HEALTH/WELFARE BENEFITS

                      (i)     During the thirty-six (36) months following the 
       Termination Date (the "Continuation Period"), the Company shall 
       continue to keep in full force and effect all programs of medical, 
       dental, vision, accident, disability, life insurance, including 
       optional term life insurance, and other similar health or welfare 
       programs with respect to the Executive and his dependents with the 
       same level of coverage, upon the same terms and otherwise to the same 
       extent as such programs shall have been in effect immediately prior to 
       the Termination Date (or, if more favorable to the Executive, 
       immediately prior to the Change in Control), and the Company and the 
       Executive shall share the costs of the continuation of such insurance 
       coverage in the same proportion as such costs were shared immediately 
       prior to the Termination Date (or, if more favorable to the Executive, 
       immediately prior to the Change in Control) or, if the terms of such 
       programs do not permit continued participation by the Executive (or if 
       the Company otherwise determines it advisable to amend, modify or 
       discontinue such programs for employees generally), the Company shall 
       otherwise provide benefits substantially similar to and no less 
       favorable to the Executive in terms of cost or benefits ("Equivalent 
       Benefits") than he was entitled to receive at the end of the period of 
       coverage, for the duration of the Continuation Period.
                      
                      (ii)    All benefits which the Company is required by 
       this Section 6(a) to provide, which will not be provided by the 
       Company's programs described herein, shall be provided through the 
       purchase of insurance unless the Executive is uninsurable.  If the 
       Executive is uninsurable, the Company will provide the benefits out of 
       its general assets.

                      (iii)   If the Executive obtains other employment 
       during the Continuation Period which provides health or welfare 
       benefits of the type described in Section 6(a)(i) hereof ("Other 
       Coverage"), then Executive shall notify the Company promptly of such 
       other employment and Other Coverage and the Company shall thereafter 
       not provide the Executive and his dependents the benefits described in 
       Section 6(a)(i) hereof to the extent that such benefits are provided 
       under the Other Coverage.  Under such circumstances, the Executive 
       shall make all claims first under the Other Coverage and then, only to 
       the extent not paid or reimbursed by the Other Coverage, under the 
       plans and programs described in Section 6(a)(i) hereof.  

               (b)    RETIREMENT BENEFITS

                      (i)     For purposes of this Agreement, "Retirement" 
       shall mean the Company's termination of the Executive's employment 
       within two years following a Change in control of the Company and at 
       or after the date on which the Executive attains age 65; provided, 
       however, that any termination for Cause or due to Death or Disability 
       shall not constitute Retirement.

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                      (ii)    Subject to Section 6(b)(ii), the Executive 
       shall be deemed to be completely vested under the Company's 401(k) 
       Plan, Deferred Compensation Plan or other similar or successor plans 
       which are in effect as of the date of the Change in Control 
       (collectively, the "Plans"), regardless of the Executive's actual 
       vesting service credit thereunder.

                      (iii)   Any part of the foregoing retirement benefits 
       which are otherwise required to be paid by a tax-qualified Plan but 
       which cannot be paid through such Plan by reason of the laws and 
       regulations applicable to such Plan, shall be paid by one or more 
       supplemental non-qualified Plans or by the Company.

                      (iv)    The payments calculated hereunder which are not 
       actually paid by a Plan shall be paid thirty (30) days following the 
       Date of Termination in a single lump sum cash payment (of equivalent 
       actuarial value to the payment calculated hereunder using the same 
       actuarial assumptions as are used in calculating benefits under the 
       Plan but using the discount rate that would be used by the Company on 
       the Date of Termination to determine the actuarial present value of 
       projected benefit obligations).

               (c)    EXECUTIVE OUTPLACEMENT COUNSELING.  During the 
       Continuation Period, unless the Executive shall reach normal 
       retirement age during the Continuation Period, the Executive may 
       request in writing and the Company shall at its expense engage within 
       a reasonable time following such written request an outplacement 
       counseling service to assist the Executive in obtaining employment.

               7.     PAYMENT OF CERTAIN COSTS

               Except as otherwise provided in Section 18, if a dispute 
arises regarding a termination of the Executive or the interpretation or 
enforcement of this Agreement, subsequent to a Change in Control, all of the 
reasonable legal fees and expenses incurred by the Executive and all 
Arbitration Costs (as hereafter defined) in contesting any such termination 
or obtaining or enforcing all or part of any right or benefit provided for in 
this Agreement or in otherwise pursuing all or part of his claim will be paid 
by the Company, unless prohibited by law.  The Company further agrees to pay 
pre-judgment interest on any money judgment obtained by the Executive 
calculated at the prime interest rate reported in THE WALL STREET JOURNAL in 
effect from time to time from the date that payment to him should have been 
made under this Agreement.

               8.     EXCISE TAX PAYMENTS

               (a)    Notwithstanding anything contained in this Agreement to 
       the contrary, in the event that any payment (within the meaning of 
       Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended or 
       replaced (the "Code")), or distribution to or for the benefit of the 
       Executive, whether paid or payable or distributed or distributable 
       pursuant to the terms of this Agreement or otherwise in connection 
       with, or arising out of, his employment with the Company (a "Payment" 
       or "Payments"), would be subject to the excise tax imposed by Section 
       4999 of the Code or any interest or penalties are incurred by the 
       Executive with respect to such excise tax (such excise tax, interest 
       and penalties collectively referred to as the "Excise Tax"), then the 
       Executive shall be entitled to receive an additional payment (a 

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       "Gross-Up Payment") in an amount such that after payment by the 
       Executive of all such taxes (including any interest or penalties 
       imposed with respect to such taxes), including any Excise Tax imposed 
       upon the Gross-Up Payment, the Executive retains an amount of the 
       Gross-Up Payment equal to the Excise Tax imposed upon the Payments; 
       PROVIDED, that the Executive shall not be entitled to receive any 
       additional payment relating to any interest or penalties attributable 
       to any action or omission by the Executive in bad faith.

               (b)    An initial determination shall be made by an accounting 
       firm mutually agreeable to the Company and the Executive and, if not 
       agreed to within three days after the Date of Termination, a national 
       independent accounting firm selected by the Executive (the "Accounting 
       Firm"), as to whether a Gross-Up Payment is required pursuant to this 
       Section 8 and the amount of such Gross-Up Payment.  To permit the 
       Accounting Firm to make the initial determination, the Company shall 
       furnish the Accounting Firm with all information reasonably required 
       for such firm to complete such determination as soon as practicable 
       after the Date of Termination, but in no event more than fifteen (15) 
       days thereafter.  All fees, costs and expenses (including, but not 
       limited to, the cost of retaining experts) of the Accounting Firm 
       shall be borne by the Company and the Company shall pay such fees, 
       costs and expenses as they become due.  The Accounting Firm shall 
       provide detailed supporting calculations, reasonably acceptable both 
       to the Company and the Executive within thirty (30) days of the Date 
       of Termination, if applicable, or such other time as requested by the 
       Company or by the Executive (provided the Executive reasonably 
       believes that any of the Payments may be subject to the Excise Tax).  
       The Gross-Up Payment, if any, as determined pursuant to this Section 
       8(b) shall be paid by the Company to the Executive within five (5) 
       business days of the receipt of the Accounting Firm's determination.  
       If the Accounting Firm determines that no Excise Tax is payable by the 
       Executive with respect to a Payment or Payments, it shall furnish the 
       Executive with an opinion reasonably satisfactory to the Executive 
       that no Excise Tax will be imposed with respect to any such Payment or 
       Payments.  Any such initial determination by the Accounting Firm of 
       the Gross-Up Payment shall be binding upon the Company and the 
       Executive subject to the application of Section 8(c).

               (c)    As a result of the uncertainty in the application of 
       Sections 4999 and 280G of the Code, it is possible that a Gross-Up 
       Payment (or a portion thereof) will be paid which should not have been 
       paid (an "Overpayment") or a Gross-Up Payment (or a portion thereof) 
       which should have been paid will not have been paid (an 
       "Underpayment"). An Underpayment shall be deemed to have occurred upon 
       a "Final Determination" (as hereinafter defined) that the tax 
       liability of the Executive (whether in respect of the then current 
       taxable year of the Executive or in respect of any prior taxable year 
       of the Executive) will be increased by reason of the imposition of the 
       Excise Tax on a Payment or Payments with respect to which the Company 
       has failed to make a sufficient Gross-Up Payment.  An Overpayment 
       shall be deemed to have occurred upon a "Final Determination" (as 
       hereinafter defined) that the Excise Tax shall not be imposed (or 
       shall be reduced) upon a Payment or Payments with respect to which the 
       Executive had previously received a Gross-Up Payment.  A Final 
       Determination shall be deemed to have occurred when (i) in the case of 
       an Overpayment, the Executive has received from the applicable 
       governmental taxing authority a refund of taxes or other reduction in 
       his tax liability imposed as a result of a Payment or, in the case of 
       an Underpayment, the Executive receives notice from a 

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       competent governmental authority that his tax liability imposed as a 
       result of a Payment will be increased, and (ii) in the case of an 
       Overpayment or an Underpayment, upon either (x) the date a 
       determination is made by, or an agreement is entered into with, the 
       applicable governmental taxing authority which finally and 
       conclusively binds the Executive and such taxing authority, or in the 
       event that a claim is brought before a court of competent 
       jurisdiction, the date upon which a final determination has been made 
       by such court and either all appeals have been taken and finally 
       resolved or the time for all appeals has expired or (y) the statute of 
       limitations with respect to the Executive's applicable tax return has 
       expired.  If an Underpayment occurs, the Executive shall promptly 
       notify the Company and the Company shall promptly pay to the Executive 
       an additional Gross-Up Payment equal to the amount of the Underpayment 
       plus any interest and penalties imposed on the Underpayment (other 
       than interest and penalties attributable to any action or omission by 
       the Executive in bad faith). If an Overpayment occurs, the amount of 
       the Overpayment shall be treated as a loan by the Company to the 
       Executive and the Executive shall, within ten (10) business days of 
       the occurrence of such Overpayment, pay the Company the amount of the 
       Overpayment, with interest computed in the same manner as for an 
       Underpayment.

               (d)    Notwithstanding anything contained in this Agreement to 
       the contrary, in the event it is determined that an Excise Tax will be 
       imposed on any Payment or Payments, the Company shall pay to the 
       applicable governmental taxing authorities as Excise Tax withholding, 
       the amount of the Excise Tax that the Company has actually withheld 
       from the Payment or Payments.

               9.     MITIGATION

               The Executive is not required to seek other employment or 
otherwise mitigate the amount of any payments to be made by the Company 
pursuant to this Agreement, and employment by the Executive will not reduce 
or otherwise affect any amounts or benefits due the Executive pursuant to 
this Agreement, except as otherwise provided in Section 6(a)(iii).

               10.    CONTINUING OBLIGATIONS REGARDING CONFIDENTIAL INFORMATION

               (a)    ACKNOWLEDGMENTS BY THE EXECUTIVE.  The Executive hereby 
       recognizes and acknowledges the following:

                      (i)     In connection with the Business, the Company 
       has expended a great deal of time, money and effort to develop and 
       maintain the secrecy and confidentiality of substantial proprietary 
       trade secret information and other confidential business information 
       which, if misused or disclosed, could be very harmful to the Company's 
       business.

                      (ii)    The Executive desires to become entitled to 
       receive the benefits contemplated by this Agreement but which the 
       Company would not make available to the Executive but for the 
       Executive's signing and agreeing to abide by the terms of this Section 
       10.

                                       11
<PAGE>

                      (iii)   The Executive's position with the Company 
       provides the Executive with access to certain of the Company's 
       confidential and proprietary trade secret information and other 
       confidential business information.

                      (iv)    The Company compensates its employees to, among 
       other things, develop and preserve business information for the 
       Company's ownership and use.

                      (v)     If the Executive were to leave the Company, the 
       Company in all fairness would need certain protection in order to 
       ensure that the Executive does not appropriate and misuse any 
       confidential information entrusted to the Executive during the course 
       of the Executive's employment with the Company.

               (b)    CONFIDENTIAL INFORMATION

                      (i)     The Executive agrees to keep secret and 
       confidential, and not to use or disclose to any third parties, except 
       as directly required for the Executive to perform the Executive's 
       employment responsibilities for the Company, or except as required by 
       law, any of the Company's confidential and proprietary trade secret 
       information or other confidential business information concerning the 
       Company's business acquired by the Executive during the course of, or 
       in connection with, the Executive's employment with the Company (and 
       which was not known by the Executive prior to the Executive's being 
       hired by the Company).  Confidential information means information 
       which would constitute material, nonpublic information under the 
       Securities Exchange Act of 1934, as amended, and the rules and 
       regulations promulgated thereunder, regardless of whether the 
       Executive's use or disclosure of such information is in connection 
       with or related to a securities transaction.

                      (ii)    The Executive acknowledges that any and all 
       notes, records, reports, written information or documents of any kind, 
       computer files and diskettes and other documents obtained by or 
       provided to the Executive, or otherwise made, produced or compiled 
       during the course of the Executive's employment with the Company, 
       regardless of the type of medium in which it is preserved, are the 
       sole and exclusive property of the Company and shall be surrendered to 
       the Company upon the Executive's termination of employment and on 
       demand at any time by the Company.

               (c)    ACKNOWLEDGMENT REGARDING RESTRICTIONS.  The Executive 
       recognizes and agrees that the provisions of this Section 10 are 
       reasonable and enforceable because, among other things, (i) the 
       Executive is receiving compensation under this Agreement and (ii)  
       this Section 10 therefore does not impose any undue hardship on the 
       Executive.  The Executive further recognizes and agrees that the 
       provisions of this Section 10 are reasonable and enforceable in view 
       of the Company's legitimate interests in protecting its confidential 
       information.

               (d)    BREACH.  In the event of a breach of Section 10(b), the 
       Company's sole remedy shall be the discontinuation of the payment, 
       allocation, accrual or provision of any amounts or benefits as 
       provided in Sections 5 or 6.  The Executive recognizes and agrees, 
       however, that it is the intent of the parties that neither this 
       Agreement nor any of its provisions shall be construed to adversely 
       affect any rights or remedies that Company would have had, including, 
       without limitation, the amount of any damages for which it 

                                       12
<PAGE>

       could have sought recovery, had this Agreement not been entered into.  
       Accordingly, the parties hereby agree that nothing stated in this 
       Section 10 shall limit or otherwise affect the Company's right to seek 
       legal or equitable remedies it may otherwise have, or the amount of 
       damages for which it may seek recovery, in connection with matters 
       covered by this Section 10 but which are not based on breach or 
       violation of this Section 10 (including, without limitation, claims 
       based on the breach of fiduciary or other duties of the Executive or 
       any obligations of the Executive arising under any other contracts, 
       agreements or understandings).  Without limiting the generality of the 
       foregoing, nothing in this Section 10 or any other provision of this 
       Agreement shall limit or otherwise affect the Company's right to seek 
       legal or equitable remedies it may otherwise have, or the amount of 
       damages for which it may seek recovery, resulting from or arising out 
       of statutory or common law or any Company policies relating to 
       fiduciary duties, confidential information or trade secrets. Further, 
       the Executive acknowledges and agrees that the fact that Section 10(c) 
       is limited to the Continuation Period, and that the sole remedy of the 
       Company hereunder is the discontinuation of benefits, shall not reduce 
       or otherwise alter any other contractual or other legal obligations of 
       the Executive during any period or circumstance, and shall not be 
       construed as establishing a maximum limit on damages for which the 
       Company may seek recovery.

               11.    BINDING AGREEMENT; SUCCESSORS

               (a)    This Agreement shall be binding upon and shall inure to 
       the benefit of the Company and its successors and assigns.  The 
       Company shall require any successor (whether direct or indirect, by 
       purchase, merger, consolidation or otherwise) to all or substantially 
       all of the business and/or assets of the Company, by agreement to 
       assume expressly and agree to perform this Agreement in the same 
       manner and to the same extent that the Company would be required to 
       perform it if no such succession had taken place.  For purposes of 
       this Agreement, "Company" shall mean the Company as hereinbefore 
       defined and any successor to its business and/or assets as aforesaid.

               (b)    This Agreement shall be binding upon and shall inure to 
       the benefit of the Executive and the Executive's personal or legal 
       representatives, executors, administrators, successors, heirs, 
       distributees, beneficiaries, devises and legatees.  If the Executive 
       should die while any amounts are payable to him hereunder, all such 
       amounts, unless otherwise provided herein, shall be paid in accordance 
       with the terms of this Agreement to the Executive's devisee, legatee, 
       beneficiary or other designee or, if there be no such designee, to the 
       Executive's estate.

               12.    NOTICES

               For the purposes of this Agreement, notices and all other 
       communications provided for herein shall be in writing and shall be 
       deemed to have been duly given (i) on the date of delivery if 
       delivered by hand, (ii) on the date of transmission, if delivered by 
       confirmed facsimile, (iii) on the first business day following the 
       date of deposit if delivered by guaranteed overnight delivery service, 
       or (iv) on the third business day following the date delivered or 
       mailed by United States registered or certified mail, return receipt 
       requested, postage prepaid, addressed as follows:

                                       13
<PAGE>

               If to the Executive:

               Raymond Marcy
               7911 N. Upper Ridge Drive 
               Parkland, Florida  33067; and
               
               If to the Company:
               
               Interim Services Inc.
               2050 Spectrum Boulevard
               Fort Lauderdale, Florida 33309
               Attention:  General Counsel

or to such other address as either party may have furnished to the other in 
writing in accordance herewith, except that notices of change of address 
shall be effective only upon receipt.

               13.    GOVERNING LAW

               The validity, interpretation, construction and performance of 
this Agreement shall be governed by the laws of the State of Florida, without 
regard to principles of conflicts of laws.

               14.    MISCELLANEOUS

               No provisions of this Agreement may be amended, modified, 
waived or discharged unless such amendment, waiver, modification or discharge 
is agreed to in writing signed by the Executive and the Company.  No 
agreements or representations, oral or otherwise, express or implied, with 
respect to the subject matter hereof have been made by either party which are 
not set forth expressly in this Agreement.  Section headings contained herein 
are for convenience of reference only and shall not affect the interpretation 
of this Agreement.

               15.    COUNTERPARTS

               This Agreement may be executed in one or more counterparts, 
each of which shall be deemed to be an original but all of which will 
constitute one and the same instrument.

               16.    NON-ASSIGNABILITY

               This Agreement is personal in nature and neither of the 
parties hereto shall, without the consent of the other, assign, or transfer 
this Agreement or any rights or obligations hereunder, except as provided in 
Section 11.  Without limiting the foregoing, the Executive's right to receive 
payments hereunder shall not be assignable or transferable, whether by 
pledge, creation of a security interest or otherwise, other than a transfer 
by his will or trust or by the laws of descent or distribution, and in the 
event of any attempted assignment or transfer contrary to this paragraph the 
Company shall have no liability to pay any amount so attempted to be assigned 
or transferred.

                                       14
<PAGE>

               17.    TERM OF AGREEMENT

               This Agreement shall commence on the date hereof and shall 
continue in effect through May 7, 2001; PROVIDED, however, if a Change in 
Control of the Company shall have occurred during the original or any 
extended term of this Agreement, this Agreement shall continue in effect for 
a period of twenty-four (24) months beyond the month in which such Change in 
Control occurred; and, PROVIDED FURTHER, that if the Company shall become 
obligated to make any payments or provide any benefits pursuant to Section 5 
or 6 hereof, this Agreement shall continue for the period necessary to make 
such payments or provide such benefits.  

               18.    RESOLUTION OF DISPUTES

               (a)    The parties hereby agree to submit any claim, demand, 
       dispute, charge or cause of action (in any such case, a "Claim") 
       arising out of, in connection with, or relating to this Stock Option 
       Agreement to binding arbitration in conformance with the 
       J*A*M*S/ENDISPUTE Streamlined Arbitration Rules and Procedures or the 
       J*A*M*S/ ENDISPUTE Comprehensive Arbitration Rules and Procedures, as 
       applicable, but expressly excluding Rule 28 of the J*A*M*S/ENDISPUTE 
       Streamlined Rules and Rule 32 of the J*A*M*S/ENDISPUTE Comprehensive 
       Rules, as the case may be.  All arbitration procedures shall be held 
       in Fort Lauderdale, Florida and shall be subject to the choice of law 
       provisions set forth in Section 13 of this Agreement.

               (b)     In the event of any dispute arising out of or relating
       to this Agreement for which any party is seeking injunctive relief, 
       specific performance or other equitable relief, such matter may be  
       resolved by litigation.  Accordingly, the parties shall submit such 
       matter to the exclusive jurisdiction of the United States District
       Court for the Southern District of Florida or, if jurisdiction is not 
       available therein, any other court located in Broward County, Florida, 
       and hereby waive any and all objections to such jurisdiction or venue 
       that they may have.  Each party agrees that process may be served upon 
       such party in any manner authorized under the laws of the United States
       or Florida, and waives any objections that such party may otherwise have 
       to such process.

               19.    NO SETOFF

               The Company shall have no right of setoff or counterclaim in 
respect of any claim, debt or obligation against any payment provided for in 
this Agreement.

               20.    NON-EXCLUSIVITY OF RIGHTS

               Nothing in this Agreement shall prevent or limit the 
Executive's continuing or future participation in any benefit, bonus, 
incentive or other plan or program provided by the Company or any of its 
subsidiaries or successors and for which the Executive may qualify, nor shall 
anything herein limit or reduce such rights as the Executive may have under 
any other agreements with the Company or any of its subsidiaries or 
successors, except to the extent payments are made pursuant to Section 5, 
they shall be in lieu of any termination, separation, severance or similar 
payments pursuant to the Executive's Employment Agreement, if any, and the 
Company's then existing termination, separation, severance or similar plans 
or policies, if any.  Amounts which are vested benefits or which the 
Executive is otherwise entitled to receive under any plan or program of 

                                       15
<PAGE>

the Company or any of its subsidiaries shall be payable in accordance with 
such plan or program, except as explicitly modified by this Agreement.

               21.    NO GUARANTEED EMPLOYMENT

               The Executive and the Company acknowledge that this Agreement 
shall not confer upon the Executive any right to continued employment and 
shall not interfere with the right of the Company to terminate the employment 
of the Executive at any time.

               22.    INVALIDITY OF PROVISIONS

               In the event that any provision of this Agreement is 
adjudicated to be invalid or unenforceable under applicable law in any 
jurisdiction, the validity or enforceability of the remaining provisions 
thereof shall be unaffected as to such jurisdiction and such adjudication 
shall not affect the validity or enforceability of such provision in any 
other jurisdiction.  To the extent that any provision of this Agreement, 
including, without limitation, Section 10 hereof, is adjudicated to be 
invalid or unenforceable because it is overbroad, that provision shall not be 
void but rather shall be limited to the extent required by applicable law and 
enforced as so limited.  The parties expressly acknowledge and agree that 
this Section 22 is reasonable in view of the parties' respective interests.

               23.    NON-WAIVER OF RIGHTS

               The failure by the Company or the Executive to enforce at any 
time any of the provisions of this Agreement or to require at any time 
performance by the other party of any of the provisions hereof shall in no 
way be construed to be a waiver of such provisions or to affect either the 
validity of this Agreement, or any part hereof, or the right of the Company 
or the Executive thereafter to enforce each and every provision in accordance 
with the terms of this Agreement.

               24.    EMPLOYMENT AGREEMENT.  

               Simultaneously with the execution and delivery to this 
Agreement, the Company and the Executive have executed and delivered an 
Employment Agreement.  If circumstances arise which cause both the Employment 
Agreement and this Agreement to apply to the Company and the Executive, then, 
to the extent of any inconsistency between the provisions of this Agreement 
and the Employment Agreement, the terms of this Agreement alone shall apply.  
However, if this Agreement does not apply, then the provisions of the 
Employment Agreement shall control and be unaffected by this Agreement.  

               25.    UNFUNDED PLAN.

               The Company's obligations under this Agreement shall be 
entirely unfunded until payments are made hereunder from the general assets 
of the Company, and no provision shall be made to segregate assets of the 
Company for payments to be made under this Agreement.  The Executive shall 
have no interest in any particular assets of the Company but rather shall 
have only the rights of a general unsecured creditor of the Company.

                                       16
<PAGE>
               

               IN WITNESS WHEREOF, the parties have caused this Agreement to 
be executed and delivered as of the day and year first above set forth.

PLEASE NOTE:  BY SIGNING THIS AGREEMENT, THE EXECUTIVE IS HEREBY CERTIFYING 
THAT THE EXECUTIVE (A) HAS RECEIVED A COPY OF THIS AGREEMENT FOR REVIEW AND 
STUDY BEFORE EXECUTING IT; (B) HAS READ THIS AGREEMENT CAREFULLY BEFORE 
SIGNING IT; (C) HAS HAD SUFFICIENT OPPORTUNITY BEFORE SIGNING THE AGREEMENT 
TO ASK ANY QUESTIONS THE EXECUTIVE HAS ABOUT THE AGREEMENT AND HAS RECEIVED 
SATISFACTORY ANSWERS TO ALL SUCH QUESTIONS; AND (D) UNDERSTANDS THE 
EXECUTIVE'S RIGHTS AND OBLIGATIONS UNDER THE AGREEMENT.
               
               THIS AGREEMENT IN SECTION 18 CONTAINS A BINDING ARBITRATION 
PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

                                       INTERIM SERVICES INC.



                                       By: /s/ John B. Smith             
                                           ------------------------------------
                                           Senior Vice President and Secretary

                                       EXECUTIVE



                                       By: /s/ Raymond Marcy              
                                           ------------------------------------
                                               Raymond Marcy

                                       17