<PAGE>   1
                                                                   EXHIBIT 10.1

                                         (As amended through November 19, 1998)



                              STAFF LEASING, INC.
                           1997 STOCK INCENTIVE PLAN
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                               TABLE OF CONTENTS


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<S>        <C>                                                                                                 <C>
SECTION 1  DEFINITIONS............................................................................................1
      1.1         Definitions.....................................................................................1

SECTION 2  THE STOCK INCENTIVE PLAN...............................................................................4
      2.1         Purpose of the Plan.............................................................................4
      2.2         Stock Subject to the Plan.......................................................................4
      2.3         Administration of the Plan......................................................................5
      2.4         Eligibility and Limits..........................................................................5

SECTION 3  TERMS OF STOCK INCENTIVES..............................................................................6
      3.1         Terms and Conditions of All Stock Incentives....................................................6
      3.2         Terms and Conditions of Options.................................................................7
                  (a)      Option Price...........................................................................7
                  (b)      Option Term............................................................................8
                  (c)      Payment................................................................................8
                  (d)      Conditions to the Exercise of an Option................................................8
                  (e)      Termination of Incentive Stock Option..................................................8
                  (f)      Special Provisions for Certain Substitute Options......................................9
      3.3         Terms and Conditions of Stock Appreciation Rights...............................................9
                  (a)      Settlement.............................................................................9
                  (b)      Conditions to Exercise.................................................................9
      3.4         Terms and Conditions of Stock Awards............................................................9
      3.5         Terms and Conditions of Dividend Equivalent Rights.............................................10
                  (a)      Payment...............................................................................10
                  (b)      Conditions to Payment.................................................................10
      3.6         Terms and Conditions of Performance Unit Awards................................................10
                  (a)      Payment...............................................................................10
                  (b)      Conditions to Payment.................................................................10
      3.7         Terms and Conditions of Phantom Shares.........................................................10
                  (a)      Payment...............................................................................11
                  (b)      Conditions to Payment.................................................................11
      3.8         Treatment of Awards Upon Termination of Service................................................11

SECTION 4  RESTRICTIONS ON STOCK.................................................................................11
      4.1         Escrow of Shares...............................................................................11
      4.2         Forfeiture of Shares...........................................................................12
      4.3         Restrictions on Transfer.......................................................................12
</TABLE>



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<TABLE>
<S>        <C>                                                                                                   <C>
SECTION 5  GENERAL PROVISIONS....................................................................................12
      5.1         Withholding....................................................................................12
      5.2         Changes in Capitalization; Merger; Liquidation.................................................12
      5.3         Cash Awards....................................................................................13
      5.4         Compliance with Code...........................................................................13
      5.5         Right to Terminate Service.....................................................................13
      5.6         Restrictions on Delivery and Sale of Shares; Legends...........................................13
      5.7         Non-alienation of Benefits.....................................................................14
      5.8         Termination and Amendment of the Plan..........................................................14
      5.9         Stockholder Approval...........................................................................14
      5.10        Choice of Law..................................................................................14
      5.11        Effective Date of Plan.........................................................................14
</TABLE>



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                              STAFF LEASING, INC.
                           1997 STOCK INCENTIVE PLAN



                             SECTION 1 DEFINITIONS

         1.1      Definitions. Whenever used herein, the masculine pronoun
shall be deemed to include the feminine, and the singular to include the
plural, unless the context clearly indicates otherwise, and the following
capitalized words and phrases are used herein with the meaning thereafter
ascribed:

                  (a)      "Board of Directors" means the board of directors of
the Company.

                  (b)      "Cause" has the same meaning as provided in the
employment agreement between the Participant and the Company or, if applicable,
any affiliate of the Company on the date of Termination of Service, or if no
such definition or employment agreement exists, "Cause" means conduct amounting
to (1) fraud or dishonesty against the Company or its affiliates, (2)
Participant's willful misconduct, repeated refusal to follow the reasonable
directions of the board of directors of the Company or its affiliates, or
knowing violation of law in the course of performance of the duties of
Participant's service with the Company or its affiliates, (3) repeated absences
from work without a reasonable excuse, (4) repeated intoxication with alcohol
or drugs while on the Company or affiliates' premises during regular business
hours, (5) a conviction or plea of guilty or nolo contendere to a felony or a
crime involving dishonesty, or (6) a breach or violation of the terms of any
agreement to which Participant and the Company or its affiliates are party.

                  (c)      "Change in Control" means any one of the following
events which may occur following completion of the initial public offering, if
any, of the Company, but only if the event shall have occurred without the
approval of the Board of Directors:

                           (1)      there occurs the acquisition by any person
or persons acting in concert of the Company's then outstanding voting
securities if, after the transaction, the acquiring person (or persons) owns,
controls or holds with power to vote twenty-five percent (25%) or more of any
class of voting securities of the Company; provided, however, that the
provisions of the foregoing clauses (1) shall not apply to the acquisition of
securities by any person who, as of the date of consummation of the initial
public offering of shares of Common Stock, $.01 par value per share (the
"Common Stock"), together with his or its affiliates, is the Beneficial Owner
of more than 5,000,000 shares of Common Stock.

                           (2)      within any twelve-month period the persons
who were directors of the Company immediately before the beginning of such
twelve-month period (the "Incumbent Directors") shall cease to constitute at
least a majority of the Board of Directors; provided that any



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director who was not a director immediately following any initial public
offering shall be deemed to be an Incumbent Director if that director was
elected to the Board of Directors by, or on the recommendation of or with the
approval of, at least two-thirds of the directors who then qualified as
Incumbent Directors; and provided further that no director whose initial
assumption of office is in connection with an actual or threatened election
contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Securities Exchange Act of 1934) relating to the election of
directors of the Company shall be deemed to be an Incumbent Director;

                           (3)      there occurs the approval by shareholders
of the Company of a reorganization, merger or consolidation, with respect to
which persons who were the shareholders of the Company immediately prior to
such reorganization, merger or consolidation do not, immediately thereafter,
own more than fifty percent (50%) of the combined voting power entitled to vote
in the election of directors of the reorganized, merged or consolidated
company's then outstanding voting securities; or

                           (4)      there occurs the sale, transfer or
assignment of all or substantially all of the assets of the Company and its
subsidiaries to any third party.

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

                  (e)      "Committee" means the committee appointed by the
Board of Directors to administer the Plan pursuant to Plan Section 2.3.

                  (f)      "Company" means Staff Leasing, Inc., a Florida
corporation.

                  (g)      "Disability" has the same meaning as provided in the
long-term disability plan or policy maintained or, if applicable, most recently
maintained, by the Company or, if applicable, any affiliate of the Company for
the Participant. If no long-term disability plan or policy was ever maintained
on behalf of the Participant or, if the determination of Disability relates to
an Incentive Stock Option, Disability shall mean that condition described in
Code Section 22(e)(3), as amended from time to time. In the event of a dispute,
the determination of Disability shall be made by the Board of Directors and
shall be supported by advice of a physician competent in the area to which such
Disability relates.

                  (h)      "Disposition" means any conveyance, sale, transfer,
assignment, pledge or hypothecation, whether outright or as security, inter
vivos or testamentary, with or without consideration, voluntary or involuntary.

                  (i)      "Dividend Equivalent Rights" means certain rights to
receive cash payments as described in Plan Section 3.5.

                  (j)      "Fair Market Value" refers to the determination of
value of a share of Stock. If the Stock is actively traded on any national
securities exchange or any Nasdaq quotation or market system, Fair Market Value
shall mean the closing price at which sales of Stock shall have been sold on
the most recent trading date immediately prior to the date of determination, as



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reported by any such exchange or system selected by the Committee on which the
shares of Stock are then traded. If the shares of Stock are not actively traded
on any such exchange or system, Fair Market Value shall mean the arithmetic
mean of the bid and asked prices for the shares of Stock on the most recent
trading date within a reasonable period prior to the determination date as
reported by such exchange or system. If there are no bid and asked prices
within a reasonable period or if the shares of Stock are not traded on any
exchange or system as of the determination date, Fair Market Value shall mean
the fair market value of a share of Stock as determined by the Committee taking
into account such facts and circumstances deemed to be material by the
Committee to the value of the Stock in the hands of the Participant; provided
that, for purposes of granting awards other than Incentive Stock Options, Fair
Market Value of a share of Stock may be determined by the Committee by
reference to the average market value determined over a period certain or as of
specified dates, to a tender offer price for the shares of Stock (if settlement
of an award is triggered by such an event) or to any other reasonable measure
of fair market value and provided further that, for purposes of granting
Incentive Stock Options, Fair Market Value of a share of Stock shall be
determined in accordance with the valuation principles described in the
regulations promulgated under Code Section 422.

                  (k)      "Incentive Stock Option" means an incentive stock
option, as defined in Code Section 422, described in Plan Section 3.2.

                  (l)      "Non-Qualified Stock Option" means a stock option,
other than an option qualifying as an Incentive Stock Option, described in Plan
Section 3.2.

                  (m)      "Option" means a Non-Qualified Stock Option or an
Incentive Stock Option.

                  (n)      "Over 10% Owner" means an individual who at the time
an Incentive Stock Option is granted owns Stock possessing more than 10% of the
total combined voting power of the Company or one of its Parents or
Subsidiaries, determined by applying the attribution rules of Code Section
424(d).

                  (o)      "Parent" means any corporation (other than the
Company) in an unbroken chain of corporations ending with the Company if, with
respect to Incentive Stock Options, at the time of granting of the Option, each
of the corporations other than the Company owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in the chain.

                  (p)      "Participant" means an individual who receives a
Stock Incentive hereunder.

                  (q)      "Performance Unit Award" refers to a performance
unit award described in Plan Section 3.6.

                  (r)      "Phantom Shares" refers to the rights described in
Plan Section 3.7.



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                  (s)      "Plan" means the Staff Leasing, Inc. 1997 Stock
Incentive Plan.

                  (t)      "Stock" means the Company's common stock, $.01 par
value.

                  (u)      "Stock Appreciation Right" means a stock
appreciation right described in Plan Section 3.3.

                  (v)      "Stock Award" means a stock award described in Plan
Section 3.4.

                  (w)      "Stock Incentive Agreement" means an agreement
between the Company and a Participant or other documentation evidencing an
award of a Stock Incentive.

                  (x)      "Stock Incentive Program" means a written program
established by the Committee pursuant to which Stock Incentives, other than
Options or Stock Appreciation Rights, are awarded under the Plan under uniform
terms, conditions and restrictions set forth in such written program and
distributed among eligible officers, employees and directors.

                  (y)      "Stock Incentives" means, collectively, Dividend
Equivalent Rights, Incentive Stock Options, Non-Qualified Stock Options,
Performance Unit Awards, Phantom Shares, Stock Appreciation Rights and Stock
Awards.

                  (z)      "Subsidiary" means any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company if,
with respect to Incentive Stock Options, at the time of the granting of the
Option, each of the corporations other than the last corporation in the
unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in the chain.

                  (aa)     "Termination of Service" means the termination of
the service relationship, whether employment or otherwise, between a
Participant and the Company and its affiliates, regardless of the fact that
severance or similar payments are made to the Participant for any reason,
including, but not by way of limitation, a termination by resignation,
discharge, death, Disability or retirement. The Committee shall, in its
absolute discretion, determine the effect of all matters and questions relating
to Termination of Service, including, but not by way of limitation, the
question of whether a leave of absence constitutes a Termination of Service, or
whether a Termination of Service is for Cause.

                       SECTION 2 THE STOCK INCENTIVE PLAN

         2.1      Purpose of the Plan. The Plan is intended to (a) provide
incentive to officers, employees, directors and consultants of the Company and
its affiliates to stimulate their efforts toward the continued success of the
Company and to operate and manage the business in a manner that will provide
for the long-term growth and profitability of the Company; (b) encourage stock
ownership by officers, employees, directors and consultants by providing them
with a means to acquire a proprietary interest in the Company by acquiring
shares of Stock or to receive



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compensation which is based upon appreciation in the value of Stock; and (c)
provide a means of obtaining and rewarding key personnel.

         2.2      Stock Subject to the Plan. Subject to adjustment in
accordance with Section 5.2, 3,000,000 shares of Stock (the "Maximum Plan
Shares") are hereby reserved exclusively for issuance pursuant to Stock
Incentives. At no time shall the Company have outstanding Stock Incentives and
shares of Stock issued in respect of Stock Incentives in excess of the Maximum
Plan Shares. The shares of Stock attributable to the nonvested, unpaid,
unexercised, unconverted or otherwise unsettled portion of any Stock Incentive
that is forfeited or cancelled or expires or terminates for any reason without
becoming vested, paid, exercised, converted or otherwise settled in full shall
again be available for purposes of the Plan.

         2.3      Administration of the Plan. The Plan shall be administered by
the Committee. The Committee shall have full authority in its discretion to
determine the officers, employees, directors and consultants of the Company or
its affiliates to whom Stock Incentives shall be granted and the terms and
provisions of Stock Incentives, subject to the Plan. Subject to the provisions
of the Plan, the Committee shall have full and conclusive authority to
interpret the Plan; to prescribe, amend and rescind rules and regulations
relating to the Plan; to determine the terms and provisions of the respective
Stock Incentive Agreements or Stock Incentive Programs and to make all other
determinations necessary or advisable for the proper administration of the
Plan. The Committee's determinations under the Plan need not be uniform and may
be made by it selectively among persons who receive, or are eligible to
receive, awards under the Plan (whether or not such persons are similarly
situated). The Committee's decisions shall be final and binding on all
Participants.

         As to any matter involving a Participant who is not a "reporting
person" for purposes of Section 16 of the Securities Exchange Act of 1934, the
Committee may delegate to any member of the Board of Directors or officer of
the Company the administrative authority to (a) interpret the provisions of the
Participant's Stock Incentive Agreement and (b) determine the treatment of
Stock Incentives upon a Termination of Service, as contemplated by Plan Section
3.8.

         The Committee shall consist of at least two members of the Board of
Directors each of whom, during those periods that the Company is subject to the
provisions of Section 16 of the Securities Exchange Act of 1934, shall qualify
as a "non-employee director," as defined in Rule 16b-3 as promulgated under the
Securities Exchange Act of 1934, and each of whom, during those periods that
the Company has issued equity securities required to be registered under
Section 12 of the Securities Exchange Act of 1934, shall separately qualify as
an "outside director," within the meaning of Code Section 162(m) and the
regulations promulgated thereunder. The Board of Directors may from time to
time remove members from or add members to the Committee. Vacancies on the
Committee shall be filled by the Board of Directors.

         2.4      Eligibility and Limits. Stock Incentives may be granted only
to officers, employees, directors and consultants of the Company or an
affiliate; provided, however, that an Incentive Stock Option may only be
granted to an employee of the Company or any Parent or Subsidiary. In the case
of Incentive Stock Options, the aggregate Fair Market Value (determined as at
the date an Incentive Stock Option is granted) of stock with respect to which
stock options



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intended to meet the requirements of Code Section 422 become exercisable for
the first time by an individual during any calendar year under all plans of the
Company and its Parents and Subsidiaries shall not exceed $100,000; provided
further, that if the limitation is exceeded, the Incentive Stock Option(s)
which cause the limitation to be exceeded shall be treated as Non-Qualified
Stock Option(s); except as the terms of the Stock Incentive Agreement may
expressly provide otherwise. To the extent required under Code Section 162(m)
and regulations thereunder for compensation to be treated as qualified
performance-based compensation, the maximum number of shares of Stock with
respect to which Options or Stock Appreciation Rights may be granted during any
single fiscal year of the Company to any Participant who is a "covered
employee," within the meaning of Code Section 162(m) and the regulations
promulgated thereunder (a "Covered Employee"), shall not exceed 100,000.

                      SECTION 3 TERMS OF STOCK INCENTIVES

         3.1      Terms and Conditions of All Stock Incentives.

                  (a)      The number of shares of Stock as to which a Stock
Incentive shall be granted shall be determined by the Committee in its sole
discretion, subject to the provisions of Section 2.2 as to the total number of
shares available for grants under the Plan. If a Stock Incentive Agreement so
provides, a Participant may be granted a new Option to purchase a number of
shares of Stock equal to the number of previously owned shares of Stock
tendered in payment of the Exercise Price (as defined below) for each share of
Stock purchased pursuant to the terms of the Stock Incentive Agreement.

                  (b)      Each Stock Incentive shall be evidenced either by a
Stock Incentive Agreement in such form and containing such terms, conditions
and restrictions as the Committee may determine is appropriate or be made
subject to the terms of a Stock Incentive Program, containing such terms,
conditions and restrictions as the Committee may determine is appropriate. Each
Stock Incentive Agreement or Stock Incentive Program shall be subject to the
terms of the Plan and any provision in a Stock Incentive Agreement or Stock
Incentive Program that is inconsistent with the Plan shall be null and void.

                  (c)      The date a Stock Incentive is granted shall be the
date on which the Committee has approved the terms and conditions of the Stock
Incentive Agreement or Stock Incentive Program and has determined the recipient
of the Stock Incentive and the number of shares covered by the Stock Incentive
and has taken all such other action necessary to complete the grant of the
Stock Incentive.

                  (d)      The Committee may provide in any Stock Incentive
Agreement or pursuant to any Stock Incentive Program (or subsequent to the
award of a Stock Incentive but prior to its expiration or cancellation, as the
case may be) that, in the event of a Change in Control, the Stock Incentive
shall or may be cashed out on the basis of any price not greater than the
highest price paid for a share of Stock in any transaction reported by any
market or system selected by the Committee on which the shares of Stock are
then actively traded during a specified period immediately preceding or
including the date of the Change in Control or offered for a share of



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Stock in any tender offer occurring during a specified period immediately
preceding or including the date the tender offer commences; provided that, in
no case shall any such specified period exceed one (1) year (the "Change in
Control Price"). For purposes of this Subsection, the cash-out of a Stock
Incentive shall be determined as follows:

                           (i)      Options shall be cashed out on the basis of
the excess, if any, of the Change in Control Price (but not more than the Fair
Market Value of the Stock on the date of the cash-out in the case of Incentive
Stock Options) over the Exercise Price with or without regard to whether the
Option may otherwise be exercisable only in part;

                           (ii)     Stock Awards and Phantom Shares shall be
cashed out in an amount equal to the Change in Control Price with or without
regard to any conditions or restrictions otherwise applicable to any such Stock
Incentive; and

                           (iii)    Stock Appreciation Rights, Dividend
Equivalent Rights and Performance Unit Awards shall be cashed out with or
without regard to any conditions or restrictions otherwise applicable to any
such Stock Incentive and the amount of the cash out shall be determined by
reference to the number of shares of Stock that would be required to pay the
Participant in kind for the value of the Stock Incentive as of the date of the
Change in Control multiplied by the Change in Control Price.

                  (e)      Any Stock Incentive may be granted in connection
with all or any portion of a previously or contemporaneously granted Stock
Incentive. Exercise or vesting of a Stock Incentive granted in connection with
another Stock Incentive may result in a pro rata surrender or cancellation of
any related Stock Incentive, as specified in the applicable Stock Incentive
Agreement or Stock Incentive Program.

                  (f)      Stock Incentives shall not be transferable or
assignable except by will or by the laws of descent and distribution and shall
be exercisable, during the Participant's lifetime, only by the Participant; in
the event of the Disability of the Participant, by the legal representative of
the Participant; or in the event of the death of the participant, by the
personal representative of the Participant's estate or if no personal
representative has been appointed, by the successor in interest determined
under the Participant's will.

         3.2      Terms and Conditions of Options. Each Option granted under
the Plan shall be evidenced by a Stock Incentive Agreement. At the time any
Option is granted, the Committee shall determine whether the Option is to be an
Incentive Stock Option or a Non-Qualified Stock Option, and the Option shall be
clearly identified as to its status as an Incentive Stock Option or a
Non-Qualified Stock Option. At the time any Incentive Stock Option is
exercised, the Company shall be entitled to place a legend on the certificates
representing the shares of Stock purchased pursuant to the Option to clearly
identify them as shares of Stock purchased upon exercise of an Incentive Stock
Option. An Incentive Stock Option may only be granted within ten (10) years
from the earlier of the date the Plan is adopted by the Board of Directors or
approved by the Company's shareholders.



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                  (a)      Option Price. Subject to adjustment in accordance
with Section 5.2 and the other provisions of this Section 3.2, the exercise
price (the "Exercise Price") per share of Stock purchasable under any Option
shall be as set forth in the applicable Stock Incentive Agreement. With respect
to each grant of an Incentive Stock Option to a Participant who is not an Over
10% Owner or to each grant of any Option to a Participant who is then a Covered
Employee, the Exercise Price per share shall not be less than the Fair Market
Value on the date the Option is granted. With respect to each grant of an
Incentive Stock Option to a Participant who is an Over 10% Owner, the Exercise
Price shall not be less than 110% of the Fair Market Value on the date the
Option is granted.

                  (b)      Option Term. The term of an Option shall be as
specified in the applicable Stock Incentive Agreement; provided, however that
any Incentive Stock Option granted to a Participant who is not an Over 10%
Owner shall not be exercisable after the expiration of ten (10) years after the
date the Option is granted and any Incentive Stock Option granted to an Over
10% Owner shall not be exercisable after the expiration of five (5) years after
the date the Option is granted.

                  (c)      Payment. Payment for all shares of Stock purchased
pursuant to exercise of an Option shall be made in any form or manner
authorized by the Committee in the Stock Incentive Agreement or by amendment
thereto, including, but not limited to, cash or, if the Stock Incentive
Agreement provides, (1) by delivery to the Company of a number of shares of
Stock which have been owned by the holder for at least six (6) months prior to
the date of exercise having an aggregate Fair Market Value of not less than the
product of the Exercise Price multiplied by the number of shares the
Participant intends to purchase upon exercise of the Option on the date of
delivery; (2) in a cashless exercise through a broker; or (3) by having a
number of shares of Stock withheld, the Fair Market Value of which as of the
date of exercise is sufficient to satisfy the Exercise Price. In its
discretion, the Committee also may authorize (at the time an Option is granted
or thereafter) Company financing to assist the Participant as to payment of the
Exercise Price on such terms as may be offered by the Committee in its
discretion. Payment shall be made at the time that the Option or any part
thereof is exercised, and no shares shall be issued or delivered upon exercise
of an option until full payment has been made by the Participant. The holder of
an Option, as such, shall have none of the rights of a stockholder.

                  (d)      Conditions to the Exercise of an Option. Each Option
granted under the Plan shall be exercisable by whom, at such time or times, or
upon the occurrence of such event or events, and in such amounts, as the
Committee shall specify in the Stock Incentive Agreement; provided, however,
that subsequent to the grant of an Option, the Committee, at any time before
complete termination of such Option, may accelerate the time or times at which
such Option may be exercised in whole or in part, including, without
limitation, upon a Change in Control and may permit the Participant or any
other designated person to exercise the Option, or any portion thereof, for all
or part of the remaining Option term notwithstanding any provision of the Stock
Incentive Agreement to the contrary.

                  (e)      Termination of Option. With respect to an Incentive
Stock Option, and,



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unless otherwise provided in a Stock Incentive Agreement, with respect to any
other Option, in the event of the Termination of Service of a Participant, the
Option or portion thereof held by the Participant which is unexercised shall
expire, terminate, and become unexercisable no later than the expiration of
three (3) months after the date of Termination of Service; provided, however,
that in the case of a holder whose Termination of Service is due to death or
Disability, one (1) year shall be substituted for such three (3) month period.
For purposes of this Subsection (e), Termination of Service of the Participant
shall not be deemed to have occurred if the Participant is employed by another
corporation (or a parent or subsidiary corporation of such other corporation)
which has assumed the Incentive Stock Option of the Participant in a
transaction to which Code Section 424(a) is applicable.

                  (f)      Special Provisions for Certain Substitute Options.
Notwithstanding anything to the contrary in this Section 3.2, any Option issued
in substitution for an option previously issued by another entity, which
substitution occurs in connection with a transaction to which Code Section
424(a) is applicable, may provide for an exercise price computed in accordance
with such Code Section and the regulations thereunder and may contain such
other terms and conditions as the Committee may prescribe to cause such
substitute Option to contain as nearly as possible the same terms and
conditions (including the applicable vesting and termination provisions) as
those contained in the previously issued option being replaced thereby.

         3.3      Terms and Conditions of Stock Appreciation Rights. Each Stock
Appreciation Right granted under the Plan shall be evidenced by a Stock
Incentive Agreement. A Stock Appreciation Right may be granted in connection
with all or any portion of a previously or contemporaneously granted Stock
Incentive or not in connection with a Stock Incentive. A Stock Appreciation
Right shall entitle the Participant to receive the excess of (a) the Fair
Market Value of a specified or determinable number of shares of the Stock at
the time of payment or exercise over (b) a specified price (1) which, in the
case of a Stock Appreciation Right granted in connection with an Option, shall
be not less than the Exercise Price for that number of shares and (2) which, in
the case of a Stock Appreciation Right that is granted to a Participant who is
then a Covered Employee, shall not be less than the Fair Market Value of the
Stock at the time of the award. A Stock Appreciation Right granted in
connection with a Stock Incentive may only be exercised to the extent that the
related Stock Incentive has not been exercised, paid or otherwise settled. The
exercise of a Stock Appreciation Right granted in connection with a Stock
Incentive shall result in a pro rata surrender or cancellation of any related
Stock Incentive to the extent the Stock Appreciation Right has been exercised.

                  (a)      Settlement. Upon settlement of a Stock Appreciation
Right, the Company shall pay to the Participant the appreciation in cash or
shares of Stock (valued at the aggregate Fair Market Value on the date of
payment or exercise) as provided in the Stock Incentive Agreement or, in the
absence of such provision, as the Committee may determine.

                  (b)      Conditions to Exercise. Each Stock Appreciation
Right granted under the Plan shall be exercisable or payable at such time or
times, or upon the occurrence of such event or events, and in such amounts, as
the Committee shall specify in the Stock Incentive Agreement; provided,
however, that subsequent to the grant of a Stock Appreciation Right, the
Committee, at



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any time before complete termination of such Stock Appreciation Right, may
accelerate the time or times at which such Stock Appreciation Right may be
exercised or paid in whole or in part.

         3.4      Terms and Conditions of Stock Awards. The number of shares of
Stock subject to a Stock Award and restrictions or conditions on such shares,
if any, shall be as the Committee determines, and the certificate for such
shares shall bear evidence of any restrictions or conditions. Subsequent to the
date of the grant of the Stock Award, the Committee shall have the power to
permit, in its discretion, an acceleration of the expiration of an applicable
restriction period with respect to any part or all of the shares awarded to a
Participant. The Committee may require a cash payment from the Participant in
an amount no greater than the aggregate Fair Market Value of the shares of
Stock awarded determined at the date of grant in exchange for the grant of a
Stock Award or may grant a Stock Award without the requirement of a cash
payment.

         3.5      Terms and Conditions of Dividend Equivalent Rights. A
Dividend Equivalent Right shall entitle the Participant to receive payments
from the Company in an amount determined by reference to any cash dividends
paid on a specified number of shares of Stock to Company shareholders of record
during the period such rights are effective. The Committee may impose such
restrictions and conditions on any Dividend Equivalent Right as the Committee
in its discretion shall determine, including the date any such right shall
terminate and may reserve the right to terminate, amend or suspend any such
right at any time.

                  (a)      Payment. Payment in respect of a Dividend Equivalent
Right may be made by the Company in cash or shares of Stock (valued at Fair
Market Value on the date of payment) as provided in the Stock Incentive
Agreement or, in the absence of such provision, as the Committee may determine.

                  (b)      Conditions to Payment. Each Dividend Equivalent
Right granted under the Plan shall be payable at such time or times, or upon
the occurrence of such event or events, and in such amounts, as the Committee
shall specify in the Stock Incentive Agreement or Stock Incentive Program;
provided, however, that subsequent to the grant of a Dividend Equivalent Right,
the Committee, at any time before complete termination of such Dividend
Equivalent Right, may accelerate the time or times at which such Dividend
Equivalent Right may be paid in whole or in part.

         3.6      Terms and Conditions of Performance Unit Awards. A
Performance Unit Award shall entitle the Participant to receive, at a future
date, payment of an amount equal to all or a portion of the value of a number
of units (stated in terms of a designated dollar amount per unit) granted by
the Committee, all as the Committee shall specify in the Stock Incentive
Agreement or Stock Incentive Program. At the time of the grant, the Committee
must determine the base value of each unit, the number of units subject to a
Performance Unit Award, the performance factors applicable to the determination
of the ultimate payment value of the Performance Unit Award and the period over
which Company performance shall be measured. The Committee may provide for an
alternate base value for each unit under certain specified conditions.

                  (a)      Payment. Payment in respect of Performance Unit
Awards may be made by



                                     -13-
<PAGE>   14

the Company in cash or shares of Stock (valued at Fair Market Value on the date
of payment) as provided in the Stock Incentive Agreement or Stock Incentive
Program or, in the absence of such provision, as the Committee may determine.

                  (b)      Conditions to Payment. Each Performance Unit Award
granted under the Plan shall be payable at such time or times, or upon the
occurrence of such event or events, and in such amounts, as the Committee shall
specify in the Stock Incentive Agreement or Stock Incentive Program; provided,
however, that subsequent to the grant of a Performance Unit Award, the
Committee, at any time before complete termination of such Performance Unit
Award, may accelerate the time or times at which such Performance Unit Award
may be paid in whole or in part.

         3.7      Terms and Conditions of Phantom Shares. Phantom Shares shall
entitle the Participant to receive, at a future date, payment of an amount
equal to all or a portion of the Fair Market Value of a number of shares of
Stock at the end of a certain period, all as the Committee shall specify in the
Stock Incentive Agreement or Stock Incentive Program. At the time of the grant,
the Committee shall determine the factors which will govern the portion of the
rights so payable, including, at the discretion of the Committee, any
performance criteria that must be satisfied as a condition to payment.

                  (a)      Payment. Payment in respect of Phantom Shares may be
made by the Company in cash or shares of Stock (valued at Fair Market Value on
the date of payment) as provided in the Stock Incentive Agreement or Stock
Incentive Program or, in the absence of such provision, as the Committee may
determine.

                  (b)      Conditions to Payment. Each Phantom Share granted
under the Plan shall be payable at such time or times, or upon the occurrence
of such event or events, and in such amounts, as the Committee shall specify in
the Stock Incentive Agreement or Stock Incentive Program; provided, however,
that subsequent to the grant of a Phantom Share, the Committee, at any time
before complete termination of such Phantom Share, may accelerate the time or
times at which such Phantom Share may be paid in whole or in part.

         3.8      Treatment of Awards Upon Termination of Service. Except as
otherwise provided by Plan Section 3.2(e), any award under this Plan to a
Participant who suffers a Termination of Service may be cancelled, accelerated,
paid or continued, as provided in the Stock Incentive Agreement or Stock
Incentive Program or, in the absence of such provision, as the Committee may
determine. The portion of any award exercisable in the event of continuation or
the amount of any payment due under a continued award may be adjusted by the
Committee to reflect the Participant's period of service from the date of grant
through the date of the Participant's Termination of Service or such other
factors as the Committee determines are relevant to its decision to continue
the award.

                        SECTION 4 RESTRICTIONS ON STOCK

         4.1      Escrow of Shares. Any certificates representing the shares of
Stock issued under



                                     -14-
<PAGE>   15

the Plan shall be issued in the Participant's name, but, if the Stock Incentive
Agreement or Stock Incentive Program so provides, the shares of Stock shall be
held by a custodian designated by the Committee (the "Custodian"). Each
applicable Stock Incentive Agreement or Stock Incentive Program providing for
transfer of shares of Stock to the Custodian shall appoint the Custodian as the
attorney-in-fact for the Participant for the term specified in the applicable
Stock Incentive Agreement or Stock Incentive Program, with full power and
authority in the Participant's name, place and stead to transfer, assign and
convey to the Company any shares of Stock held by the Custodian for such
Participant, if the Participant forfeits the shares under the terms of the
applicable Stock Incentive Agreement or Stock Incentive Program. During the
period that the Custodian holds the shares subject to this Section, the
Participant shall be entitled to all rights, except as provided in the
applicable Stock Incentive Agreement or Stock Incentive Program, applicable to
shares of Stock not so held. Any dividends declared on shares of Stock held by
the Custodian shall, as the Committee may provide in the applicable Stock
Incentive Agreement or Stock Incentive Program, be paid directly to the
Participant or, in the alternative, be retained by the Custodian until the
expiration of the term specified in the applicable Stock Incentive Agreement or
Stock Incentive Program and shall then be delivered, together with any
proceeds, with the shares of Stock to the Participant or to the Company, as
applicable.

         4.2      Forfeiture of Shares. Notwithstanding any vesting schedule
set forth in any Stock Incentive Agreement or Stock Incentive Program, in the
event that the Participant violates a noncompetition agreement as set forth in
the Stock Incentive Agreement or Stock Incentive Program, all Stock Incentives
and shares of Stock issued to the holder pursuant to the Plan shall be
forfeited; provided, however, that the Company shall return to the holder the
lesser of any consideration paid by the Participant in exchange for Stock
issued to the Participant pursuant to the Plan or the then Fair Market Value of
the Stock forfeited hereunder.

         4.3      Restrictions on Transfer. The Participant shall not have the
right to make or permit to exist any Disposition of the shares of Stock issued
pursuant to the Plan except as provided in the Plan or the applicable Stock
Incentive Agreement or Stock Incentive Program. Any Disposition of the shares
of Stock issued under the Plan by the Participant not made in accordance with
the Plan or the applicable Stock Incentive Agreement or Stock Incentive Program
shall be void. The Company shall not recognize, or have the duty to recognize,
any Disposition not made in accordance with the Plan and the applicable Stock
Incentive Agreement or Stock Incentive Program, and the shares so transferred
shall continue to be bound by the Plan and the applicable Stock Incentive
Agreement or Stock Incentive Program.

                          SECTION 5 GENERAL PROVISIONS

         5.1      Withholding. The Company shall deduct from all cash
distributions under the Plan any taxes required to be withheld by federal,
state or local government. Whenever the Company proposes or is required to
issue or transfer shares of Stock under the Plan or upon the vesting of any
Stock Award, the Company shall have the right to require the recipient to remit
to the Company an amount sufficient to satisfy any federal, state and local
withholding tax requirements prior to the delivery of any certificate or
certificates for such shares or the vesting of such Stock Award. A Participant
may pay the withholding tax in cash, or, if the applicable Stock Incentive



                                     -15-
<PAGE>   16

Agreement or Stock Incentive Program provides, a Participant may elect to have
the number of shares of Stock he is to receive reduced by, or with respect to a
Stock Award, tender back to the Company, the smallest number of whole shares of
Stock which, when multiplied by the Fair Market Value of the shares of Stock
determined as of the Tax Date (defined below), is sufficient to satisfy
federal, state and local, if any, withholding taxes arising from exercise or
payment of a Stock Incentive (a "Withholding Election"). A Participant may make
a Withholding Election only if both of the following conditions are met:

                  (a)      The Withholding Election must be made on or prior to
the date on which the amount of tax required to be withheld is determined (the
"Tax Date") by executing and delivering to the Company a properly completed
notice of Withholding Election as prescribed by the Committee; and

                  (b)      Any Withholding Election made will be irrevocable;
however, the Committee may in its sole discretion disapprove and give no effect
to the Withholding Election.

         5.2      Changes in Capitalization; Merger; Liquidation.

                  (a)      The number of shares of Stock reserved for the
grant of Options, Dividend Equivalent Rights, Performance Unit Awards, Phantom
Shares, Stock Appreciation Rights and Stock Awards; the number of shares of
Stock reserved for issuance upon the exercise or payment, as applicable, of
each outstanding Option, Dividend Equivalent Right, Performance Unit Award,
Phantom Share and Stock Appreciation Right and upon vesting or grant, as
applicable, of each Stock Award; the Exercise Price of each outstanding Option
and the specified number of shares of Stock to which each outstanding Dividend
Equivalent Right, Phantom Share and Stock Appreciation Right pertains shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Stock resulting from a subdivision or combination of shares or the
payment of an ordinary stock dividend in shares of Stock to holders of
outstanding shares of Stock or any other increase or decrease in the number of
shares of Stock outstanding effected without receipt of consideration by the
Company.

                  (b)      In the event of any merger, consolidation,
extraordinary dividend (including a spin-off), reorganization or other change
in the corporate structure of the Company or its Stock or tender offer for
shares of Stock, the Committee, in its sole discretion, may make such
adjustments with respect to awards and take such other action as it deems
necessary or appropriate to reflect or in anticipation of such merger,
consolidation, extraordinary dividend, reorganization, other change in
corporate structure or tender offer, including, without limitation, the
substitution of new awards, the termination or adjustment of outstanding
awards, the acceleration of awards or the removal of restrictions on
outstanding awards. Any adjustment pursuant to this Section 5.2 may provide, in
the Committee's discretion, for the elimination without payment therefor of any
fractional shares that might otherwise become subject to any Stock Incentive.

                  (c)      The existence of the Plan and the Stock Incentives
granted pursuant to the Plan shall not affect in any way the right or power of
the Company to make or authorize any adjustment, reclassification,
reorganization or other change in its capital or business structure, any



                                     -16-
<PAGE>   17

merger or consolidation of the Company, any issue of debt or equity securities
having preferences or priorities as to the Stock or the rights thereof, the
dissolution or liquidation of the Company, any sale or transfer of all or any
part of its business or assets, or any other corporate act or proceeding.

         5.3      Cash Awards. The Committee may, at any time and in its 
discretion, grant to any holder of a Stock Incentive the right to receive, at
such times and in such amounts as determined by the Committee in its
discretion, a cash amount which is intended to reimburse such person for all or
a portion of the federal, state and local income taxes imposed upon such person
as a consequence of the receipt of the Stock Incentive or the exercise of
rights thereunder.

         5.4      Compliance with Code. All Incentive Stock Options to be
granted hereunder are intended to comply with Code Section 422, and all
provisions of the Plan and all Incentive Stock Options granted hereunder shall
be construed in such manner as to effectuate that intent.

         5.5      Right to Terminate Service. Nothing in the Plan or in any
Stock Incentive Agreement or Stock Incentive Program shall confer upon any
Participant the right to continue as an employee, officer, director or
consultant of the Company or any of its affiliates or affect the right of the
Company or any of its affiliates to terminate the Participant's service at any
time.

         5.6      Restrictions on Delivery and Sale of Shares; Legends. Each
Stock Incentive is subject to the condition that if at any time the Committee,
in its discretion, shall determine that the listing, registration or
qualification of the shares covered by such Stock Incentive upon any securities
exchange or under any state or federal law is necessary or desirable as a
condition of or in connection with the granting of such Stock Incentive or the
purchase or delivery of shares thereunder, the delivery of any or all shares
pursuant to such Stock Incentive may be withheld unless and until such listing,
registration or qualification shall have been effected. If a registration
statement is not in effect under the Securities Act of 1933 or any applicable
state securities laws with respect to the shares of Stock purchasable or
otherwise deliverable under Stock Incentives then outstanding, the Committee
may require, as a condition of exercise of any Option or as a condition to any
other delivery of Stock pursuant to a Stock Incentive, that the Participant or
other recipient of a Stock Incentive represent, in writing, that the shares
received pursuant to the Stock Incentive are being acquired for investment and
not with a view to distribution and agree that the shares will not be disposed
of except pursuant to an effective registration statement, unless the Company
shall have received an opinion of counsel that such disposition is exempt from
such requirement under the Securities Act of 1933 and any applicable state
securities laws. The Company may include on certificates representing shares
delivered pursuant to a Stock Incentive such legends referring to the foregoing
representations or restrictions or any other applicable restrictions on resale
as the Company, in its discretion, shall deem appropriate.

         5.7      Non-alienation of Benefits. Other than as specifically
provided with regard to the death of a Participant, no benefit under the Plan
shall be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge; and any attempt to do so shall be
void. No such benefit shall, prior to receipt by the Participant, be in any
manner liable for or subject to the debts, contracts, liabilities, engagements
or torts of the Participant.



                                     -17-
<PAGE>   18

         5.8      Termination and Amendment of the Plan. The Board of Directors
at any time may amend or terminate the Plan without stockholder approval;
provided, however, that the Board of Directors may condition any amendment on
the approval of shareholders of the Company if such approval is necessary or
advisable with respect to tax, securities or other applicable laws. No such
termination or amendment without the consent of the holder of a Stock Incentive
shall adversely affect the rights of the Participant under such Stock
Incentive.

         5.9      Stockholder Approval. The Plan shall be submitted to the
shareholders of the Company for their approval within twelve (12) months before
or after its adoption by the Board of Directors. If such approval is not
obtained, any Stock Incentive granted under the Plan shall be void.

         5.10     Choice of Law. The laws of the State of Florida shall govern
the Plan, to the extent not preempted by federal law.

         5.11     Effective Date of Plan. The Plan shall become effective upon
the date the Plan is approved by the Board of Directors.



                                     -18-
<PAGE>   19


         IN WITNESS WHEREOF, the Company has caused this Plan to be executed
this ___________ day of __________________________, 1997.


                                    STAFF LEASING, INC.



                                    By: 
                                       ----------------------------------------
                                           Title:


Attest:



------------------------------
Secretary

     [CORPORATE SEAL]



                                     -19-