Right Management Consultants, Inc.

                        Plan Document and SERP Agreement

                       Right Management Consultants, Inc.
                Supplemental Executive Retirement Plan ("SERP")


                                Table of Contents

Section 1 - Statement of Purpose                                          2

Section 2 - Definitions                                                   2

Section 3 - Eligibility and Participation                                 4

Section 4 - Retirement Benefit                                            5

Section 5 - Survivor Benefit                                              6

Section 6 - Change in control; Termination of Employment                  6

Section 7 - Disability Benefit and Authorized Leave of Absence            7

Section 8 - Restrictive Covenant                                          7

Section 9 - Administration                                                8

Section 10 - Company-Owned Life Insurance  ("COLI")                       9

Section 11 - Miscellaneous                                                9

Section 12 - Construction                                                11

Exhibit A -  Specimen SERP Agreement                                     13

Exhibit B -  Board of Directors Plan Summary                             15

Exhibit C -  Board of Directors Adoption Resolution                      17

Exhibit D -  Participant Beneficiary Designation                         18

Exhibit E -  U.S. Department of Labor Notification                       19

Exhibit F -  Proxy Disclosure                                            20









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Section 1 - Statement of Purpose


This Plan (as herein  defined) is designed  and  implemented  for the purpose of
providing to a limited group of key management or highly  compensated  employees
of the Company (as herein defined) who are largely responsible for the Company's
success  the  opportunity  to  receive  deferred  compensation  in the  form  of
supplemental executive retirement benefits, thereby increasing the incentive for
such key  employees  to remain  in the  employ  of the  Company  and to make the
Company more  profitable.  Special  payments shall be made to  Participants  (as
herein   defined)  upon   retirement  or  death  and  are  intended  to  provide
Participants with additional financial security.


Section 2 - Definitions


2.1 "Accrued Benefit" means a Participant's  retirement benefit, as described in
Section 4 hereof.

2.2 "Actuarial  Equivalent"  means,  with respect to a given benefit,  any other
benefit  provided  under the terms of the Plan  which  has the same  present  or
equivalent value on the date the given benefit payment  commences,  based on the
use of  actuarial  equivalent  factors  adopted by the Company and being used to
value the Plan liabilities at the time of the calculation.

2.3  "Beneficiary"  means any person or persons  designated by a Participant  in
writing on a form  satisfactory  to the  Company.  In the  absence of any living
designated  beneficiary,  a  deceased  Participant's  Beneficiary  shall  be the
deceased Participant's then living spouse, if any, for his or her life; if none,
or from and after such spouse's death,  then the living children of the deceased
Participant, if any, in equal shares, for their joint and survivor lives; and if
none,  or after their  respective  joint and survivor  lives,  the estate of the
deceased Participant.

2.4 "Board"  means the Board of Directors of the  Company,  or any  committee of
such Board that is authorized to oversee, administer and amend the Plan.

2.5 "Change of Control"  means the purchase or other  acquisition by any person,
entity or group of persons,  within the meaning of section 13(d) or 14(d) of the
Securities  Exchange Act of 1934  (hereinafter  called "Act"), or any comparable
successor provisions,  of beneficial ownership (within the meaning of Rule 13e-3
promulgated  under  the Act) of  30-percent  or more of either  the  outstanding
shares  of common  stock or the  combined  voting  power of the  Company's  then
outstanding voting securities entitled to vote generally, or the approval by the
shareholders of the Company of a reorganization,  merger,  or consolidation,  in
each case,  with respect to which persons who were  shareholders  of the Company
immediately  prior  to such  reorganization,  merger  or  consolidation  do not,
immediately  thereafter,  own more than  50-percent of the combined voting power
entitled to vote  generally in the  election of  directors  of the  reorganized,
merged  or  consolidated  the  Company's  then  outstanding  securities,   or  a
liquidation or dissolution of the Company or of the sale of all or substantially
all of the Company's assets.

2.6  "Company"  means  Right  Management   Consultants,   Inc.,   including  any
subsidiaries, successors and assigns thereto. The Company is a corporation.

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<PAGE>

2.7 "Disability" means a physical or mental condition of a Participant resulting
from  bodily  injury,  disease  or mental  disorder,  which  renders  him or her
incapable  of  continuing  his or her usual and  customary  employment  with the
Company.  The  Disability  of a  Participant  shall be  determined by a licensed
physician selected by the Company.

2.8 "Early Retirement Date" means a date on which a Participant retires from the
Company on or after  attaining age fifty-five  (55) and at least one (1) year of
Participation  in the Plan,  then  having  completed  at least ten (10) years of
employment service with the Company.

2.9      "Effective Date" means December 31, 1999.

2.10 "High Average Recognized  Compensation"  means the Recognized  Compensation
(as  defined  herein)  of a  Participant  for each of the three (3)  consecutive
calendar years of his or her  employment  service with the Company which produce
the  highest  annual  average.  If a  Participant  has been in the employ of the
Company  for more than one (1)  calendar  year but less than three (3)  calendar
years, then the High Average Recognized  Compensation for that Participant shall
be  based  upon  that  Participant's  actual  calendar  years of  service.  If a
Participant  has served with the  Company  for less than one (1) year,  then the
High Average Recognized  Compensation for that Participant shall be equal to the
Participant's Recognized Compensation.

2.11 "Normal Retirement Date" means the date on which a Participant retires from
the Company on or after  attaining age sixty-five (65) and at least one (1) year
of Participation in the Plan.

2.12  "Participant"  means an employee of the Company  selected by the Board for
participation  in the Plan in accordance with Section 3 hereof,  and who has not
for any reason  become  ineligible  to  participate  further  in this  Plan.  An
individual  shall be deemed to  continue  as a  Participant  until all  benefits
payable to the Participant under this Plan have been distributed.

2.13 "Plan" means the Right Management Consultants,  Inc. Supplemental Executive
Retirement Plan ("SERP") as contained in this document, including all amendments
thereto.

2.14 "Plan Year" means the twelve month period  commencing  on January 1 of each
year and ending the following December 31.

2.15 "Recognized  Compensation"  means the annual  compensation level to be used
for  purposes  of the Plan in  determining  the  amount of  benefits  to which a
Participant is entitled.  Each  Participant's  Recognized  Compensation shall be
that amount listed in that Participant's SERP Agreement (as herein defined).

2.16 "SERP  Agreement" means a written  agreement  between a Participant and the
Company in substantially the form attached hereto as Exhibit A.

2.17 "Termination for Cause" means the termination of a Participant's employment
with the Company for any one or more of the following reasons:  (a) embezzlement
or theft from the  Company,  or other  acts of  dishonesty  in dealing  with the
Company;  (b) use by the  Participant  of alcohol,  drugs,  narcotics,  or other
controlled  substances  to such an  extent  that the  Participant's  ability  to
perform his or her duties as an employee of the Company is materially  impaired;
(c)  conviction  of a crime  amounting  to a felony under the laws of the United
States of America or any of the several  states;  (d) when the seriousness of an
initial  infraction is of such gravity that  termination  is warranted;  or, (e)
when  prior  attempts  through  corrective  counseling  have  failed to

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<PAGE>

improve  performance,  attendance,  conduct  or  any  combination  thereof.  The
determination  of whether or not there has been a Termination for Cause shall be
made by the Board provided  that, if the  terminated  Participant is a member of
the Board, he or she shall not participate in the determination.

2.18 "Year of Service" means a period of twelve  consecutive months during which
a Participant is employed by the Company.  Unless  otherwise  provided in his or
her SERP Agreement,  in determining a Participant's  Years of Service, he or she
shall  receive  credit  for  service  from  and  after  his or her  most  recent
employment commencement date.


Section 3 - Eligibility and Participation


3.1 Eligibility.  The Board, in its sole discretion,  shall select the employees
of the Company who are eligible to become  Participants.  The Board, in its sole
discretion,  shall  designate for each selected  Participant,  whether he or she
shall be a Category 1 or a Category 2 Participant.

3.2  Participation.  The Board,  or its designee  shall  notify those  employees
selected for  participation  of the Category  they have been selected for and of
the  benefits   available  under  the  Plan.  An  eligible  employee  becomes  a
Participant  in the Plan upon the  execution  and delivery by him or her and the
Company  of  a  SERP  Agreement.   Thereafter,  a  Participant  shall  remain  a
Participant as long as he or she is continuously employed by the Company.

3.3  Suicide.  Notwithstanding  any other term or  provision of this Plan or any
SERP Agreement, this Plan and the applicable SERP Agreement shall be void and of
no force or effect with respect to any Participant who dies by reason of suicide
within two (2) years after the date of his or her SERP Agreement, and no benefit
of any kind shall be payable  under  this Plan to such  Participant,  his or her
Beneficiary or any other person claiming under him or her.















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Section 4 - Retirement Benefit


4.1 Normal Retirement Benefit.  If a Participant is continually  employed by the
Company until his or her Normal  Retirement Date, he or she shall be entitled to
receive as a normal retirement  benefit annual payments equal to that percentage
of his or her High Average Recognized  Compensation specified in his or her SERP
Agreement.  This normal  retirement  benefit  shall be payable in equal  monthly
installments   commencing   on  the  first  day  of  the  month   following  the
Participant's  Normal  Retirement  Date and  continuing for the remainder of the
Participant's  life. Upon attaining a Participant's  Normal  Retirement  Date, a
Participant  shall be 100% vested in his or her normal retirement  benefit.  The
percentage  of  his  or  her  High  Average  Recognized  Compensation  shall  be
determined as follows:

4.1.a.   A Category 1 Participant's  normal retirement benefit shall be equal to
         40% of his or her High Average Recognized Compensation.

4.1.b.   A Category 2 Participant's  normal retirement benefit shall be equal to
         20% of  his  or  her  High  Average  Recognized  Compensation,  reduced
         proportionately  for total  service  less  than 20 years,  and for Plan
         participation less than 5 years.

4.2 Early Retirement  Benefit. If a Participant is employed by the Company until
his or her Early  Retirement  Date,  he or she shall be  entitled  to receive an
early retirement benefit equal to the Actuarial  Equivalent amount of his or her
Accrued  Benefit which is vested,  in accordance with Section 6.2, at such Early
Retirement Date. This early retirement benefit shall be payable in equal monthly
installments   commencing   on  the  first  day  of  the  month   following  the
Participant's   actual   retirement,   continuing   for  the  remainder  of  the
Participant's life.

4.3 Death After Commencement of Retirement  Benefit. If a Participant should die
prior to the  completion  of  one-hundred-twenty  (120) monthly  payments,  such
monthly payments shall be continued to the  Participant's  Beneficiary until the
completion of one-hundred-twenty (120) combined monthly payments.

4.4  Alternate  Form of  Payment.  The  Company  may,  in its sole and  absolute
discretion,  approve a retiring  Participant's  request of an alternate  form of
payment of the benefit,  in which case such  payments  shall be in the amount of
the Actuarial Equivalent of the normal form of benefit hereunder.

4.5  Forfeiture of Benefits.  Notwithstanding  the foregoing  provisions of this
Section 4, a Participant shall forfeit all benefits under the Plan if his or her
employment  with the Company  terminates by reason of a Termination for Cause or
if he or she violates the restrictive covenant set forth in Section 8 hereof.









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<PAGE>



Section 5 - Survivor Benefit


5.1 Survivor Benefit.  If a Participant dies while employed by the Company,  the
Company shall pay to the  Beneficiary of the  Participant  the survivor  benefit
specified in the  Participant's  SERP Agreement.  This survivor benefit shall be
equal to that percentage of his or her Recognized  Compensation specified in his
or her SERP Agreement. .


Section 6 -Change in Control; Termination of Employment


6.1 Termination Benefit. If a Participant terminates employment with the Company
prior to attaining  his or her Early  Retirement  Date,  other than by reason of
death or  Disability,  said  Participant  shall be entitled to his or her vested
percentage  of his or her Accrued  Benefit as  determined in Section 6.2 herein,
payable commencing upon the Participant's attaining Normal Retirement Date.

6.2 Vested Percentage. (1) A Participant's vested percentage shall be determined
in accordance with the following schedule:

(A)  Category 1 Participants - The vested  percentages shall be 5% for each year
     of service with the Company plus 10% for each year of Plan participation.
     For example, if prior to reaching his Early Retirement Date a Category 1
     employee terminates employment with 5 years of total service with the
     Company and 3 years of Plan participation, the employee would be 55% vested
     (5 times 5% plus 3 times 10%)

(B)  Category 2 Participants.

 Completed Years of Plan Participation          Participant Vested Percentage
                   1                                       20.00
                   2                                       40.00
                   3                                       60.00
                   4                                       80.00
               5 or more                                  100.00%

(2) If a Participant  terminates  employment with the Company prior to attaining
his or her Early Retirement Date by reason of a Termination for Cause, he or she
shall not be entitled to any benefits under the Plan.

6.3 Change of Control (1) Notwithstanding  anything to the contrary herein, upon
a Change of Control of the Company, then, for purposes of this Plan, for each of
the  individuals  who was a Participant  in the Plan and employed by the Company
immediately  prior to such change,  it shall be deemed that the  Participant has
remained in the employ of the Company and continued as a participant in the Plan
until  the  earlier  to  occur  of:  (a)  the  Participant's  death;  or (b) the
Participant's  attaining his or her Normal  Retirement  Date. In such case,  the
Participant,  at his or her sole  discretion,  shall  be  entitled  to  commence
receipt  of the  Actuarial  Equivalent  amount of his or her  normal  retirement
benefit at any time after termination of employment.


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<PAGE>

Furthermore,  if at the  time a  Change  of  Control  occurs,  the  Company  had
established a trust in accordance with Section 9.5 hereof,  the Company shall be
required to transfer  cash and/or  other assets to said trust in an amount equal
to the discounted  present value of all of the future benefits payable hereunder
to the  Participants  or  Beneficiaries.  The discount  rate shall be the 5-Year
United  States  Treasury  Note rate as  published  on the first day of the month
immediately  preceding the date on which the  determination is made,  compounded
annually.  If these rates are no longer  published,  the discount  rate shall be
some other similar  average  selected by the Board in its sole  discretion.  The
provisions of this  paragraph 6.3 shall not apply to any  transaction  where the
Executive  Officers,  as  designated  by the Company,  immediately  prior to the
Change of Control own 20% or more of the entity after the transaction.



Section 7 - Disability Benefit and Authorized Leave of Absence



7.1 Disability  Benefit.  Notwithstanding  anything to the contrary herein, if a
Participant's  employment with the Company is terminated  prior to attaining his
or her Early Retirement Date as a result of the Participant's Disability,  then,
for purposes of this Plan, it shall be deemed that the  Participant has remained
in the  employ  of  the  Company  until  the  earliest  to  occur  of:  (a)  the
Participant's death; (b) the Participant's attaining his or her Early Retirement
Date; or (c) the cessation of the  Participant's  Disability  and the failure of
the  Participant  to return  to  active  employment  with the  Company  within a
reasonable time after recovery from the Disability.

7.2 Authorized  Leave of Absence.  A  Participant's  employment with the Company
shall not be deemed to have  terminated  for  purposes  of this Plan  during any
authorized leaves of absence.


Section 8 - Restrictive Covenant


8.1  Restrictive  Covenant.  It shall be a condition  to the payment of benefits
under this Plan that,  during the first  one-year  period after  termination  of
employment or retirement,  the Participant does not own, manage,  operate, join,
control, be employed by, or participate in the ownership, management, operation,
or control of, or be connected in any manner with,  any business that is then in
competition  with the  Company.  If there is a failure  of this  condition,  the
Company may immediately  cease all further payments to the Participant under the
Plan, and the  Participant  and his or her  Beneficiary  shall be deemed to have
forfeited all further payments otherwise payable.



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<PAGE>



Section 9 - Administration


9.1 General.  The Plan shall be administered  by the Board or its designee.  The
Board shall have the  authority,  subject to the terms of the Plan,  to construe
the  provisions  of the Plan and to adopt  rules  and  regulations  and make all
determinations  necessary or advisable for the  administration  of the Plan. The
Board shall make all  determinations as to rights to benefits under the Plan. No
member of the Board shall be liable for any action of determination made in good
faith with respect to the Plan or any SERP Agreement.  Any decision by the Board
denying a claim by a Participant  or a Beneficiary  for benefits  under the Plan
shall be stated in  writing  and  delivered  or  mailed  to the  Participant  or
Beneficiary at his or her last known address.  Such decision shall set forth the
specific reasons for the denial of benefits. In addition, the Board shall afford
a reasonable  opportunity to the  Participant or Beneficiary for a full and fair
review of the decision denying such claim.

9.2  Participant  Statement.  The Company shall provide each  Participant  on an
annual basis with a statement showing that  Participant's  current and projected
Survivor Income Benefit (as defined  herein) and Retirement  Benefit (as defined
herein) under the Plan.

9.3  Interpretation.  The  interpretation  and  construction  of the Plan by the
Board, and any action taken hereunder,  shall be binding and conclusive upon all
parties in  interest.  No member of the Board  shall be liable to any person for
any action taken or omitted to be taken in connection  with the  interpretation,
construction or  administration  of the Plan, so long as such action or omission
be made in good faith.

9.4 Authority to appoint a Committee.  The Board,  within its discretion,  shall
have the  authority  to  appoint a  committee  of not less than three (3) of its
members which shall have authority over the Plan in lieu of the entire Board.

9.5  Authority to establish a Trust.  The Board shall have the right at any time
to establish a trust to which the Company may transfer from time to time certain
assets to be used by said  trustee(s)  to satisfy  some or all of the  Company's
obligations and liabilities  under the Plan. All assets held by such trust shall
be  subject  to the  claims  of the  Company's  creditors  in the  event  of the
Company's  Insolvency  (as  defined  herein).  The Company  shall be  considered
"Insolvent"  for purposes of said trust if: (a) the Company is unable to pay its
debts as they become due; and (b) the Company is subject to a pending proceeding
as a debtor under the United States Bankruptcy Code.

9.6 Prepayment.  The Board may, in its sole and absolute discretion,  prepay all
or any part of the monthly installments  remaining to be paid to the Participant
or the Beneficiary  under this Plan. The amount of such  prepayment  shall equal
the Actuarial Equivalent of the remaining monthly installments being prepaid, as
determined  by  the  Board  in  its  discretion,  and  receipt  thereof  by  the
Participant  or  Beneficiary  shall  be in full  satisfaction  of all  remaining
obligations of the Company under the Plan and applicable SERP Agreement.


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<PAGE>


9.7 Amendment and  Termination of the Plan. The Company  reserves the right,  at
any time and from time to time,  by action of the Board,  to amend or  terminate
the Plan.  Notwithstanding the foregoing, no such amendment or termination shall
reduce (a) the  benefits  (including  survivor  benefits) of a  Participant  (or
Beneficiary)  to whom payments  under this Plan had then  commenced,  or (b) the
benefits  (including  survivor  benefits) of a Participant who has then attained
his or her  Early  Retirement  Date,  or (c) the  benefits  (including  survivor
benefits)  of  a  Participant   whose  employment  with  the  Company  has  been
terminated.  In addition,  each other Participant employed by the Company on the
date of such amendment or termination  shall be entitled to benefits  (including
survivor  benefits)  under this Plan, at such time as such  benefits  would have
been paid absent such amendment or termination, in an amount equal to the amount
that would have been paid under the Plan if he or she had terminated  employment
on the day  immediately  preceding the date of such  amendment or termination of
the Plan.


Section 10 - Company-Owned Life Insurance  ("COLI")


10.1 Company Owns All Rights. In the event that, in its discretion,  the Company
purchases  a  life  insurance  policy  or  policies  insuring  the  life  of any
Participant to allow the Company to informally finance and/or recover,  in whole
or  in  part,  the  cost  of  providing  the  benefits  hereunder,  neither  the
Participant nor any Beneficiary  shall have any rights whatsoever  therein.  The
Company shall be the sole owner and  beneficiary  of any such policy or policies
and shall possess and may exercise all incidents of ownership therein, except in
the event of the  establishment  of and transfer of said policy or policies to a
trust by the Company as described in Section 9 hereof.

10.2  Participant  Cooperation.  If  the  Company  decides  to  purchase  a life
insurance policy or policies on any Participant, the Company will so notify each
Participant.  Each Participant shall consent to being insured for the benefit of
the  Company and shall take  whatever  actions  may be  necessary  to enable the
Company to timely apply for and acquire such life  insurance  and to fulfill the
requirements  of the  insurance  carrier  relative to the issuance  thereof as a
condition of eligibility to participate in the Plan.

10.3 Participant Misrepresentation.  If: (a) any Participant is required by this
Plan to submit  information to any insurance  carrier;  and (b) the  Participant
makes a material  misrepresentation  in any application for such insurance;  and
(c) as a result of that material  misrepresentation the insurance carrier is not
required to pay all or any part of the proceeds  provided under that  insurance,
then  the  Participant's  (or the  Participant's  Beneficiary's)  rights  to any
benefits under this Plan may be, at the sole discretion of the Board, reduced in
proportion to the  reduction of proceeds  that is paid by the insurance  carrier
because of such material misrepresentation.


Section 11 - Miscellaneous


11.1  Nonalienation  of Benefits.  No right or benefit  under this Plan shall be
subject to anticipation,  alienation, sale, assignment,  pledge, encumbrance, or
charge, and any attempt to


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<PAGE>

anticipate,  alienate,  sell, assign,  pledge,  encumber, or charge any right or
benefit  under this Plan or any SERP  Agreement  shall be void. No such right or
benefit  shall in any manner be liable  for or subject to the debts,  contracts,
liabilities  or torts of the person  entitled  thereto.  If a Participant or any
Beneficiary hereunder shall become bankrupt, or attempt to anticipate, alienate,
sell assign, pledge, encumber, or charge any right hereunder, then such right or
benefit shall, in the discretion of the Board, cease and terminate,  and in such
event,  the Board may hold or apply the same or any part thereof for the benefit
of the  Participant  or  his or her  Beneficiary,  spouse,  children,  or  other
dependents, or any of them in such manner and in such amounts and proportions as
the Board may deem proper.

11.2 Unsecured Company Liability. The obligation of the Company to make payments
hereunder  to a  Participant  shall  constitute  an  unsecured  liability of the
Company.  Such payments shall be made from the general funds of the Company, and
the  Company  shall not be  required to  establish  or  maintain  any special or
separate fund, to purchase or acquire life insurance on a Participant's life, or
otherwise  to  segregate  assets to assure  that  such  payments  shall be made.
Neither a  Participant  nor any other  person  shall  have any  interest  in any
particular asset of the Company by reason of its obligations hereunder,  and the
right of any of them to  receive  payments  under  this Plan shall be no greater
than the right of any other unsecured  general creditor of the Company.  Nothing
contained  in the Plan shall  create or be  construed as creating a trust of any
kind or any other fiduciary  relationship  between the Company and a Participant
or any other person.

11.3 No  Employment  Agreement.  Neither the  execution of this Plan or any SERP
Agreement nor any other action taken by the Company  pursuant to this Plan shall
be held or construed to confer on a Participant  any legal right to be continued
as an  employee  of the  Company  or to  restrict  the right of the  Company  to
terminate his or her employment.

11.4 Designation of Beneficiary.  Each Participant shall file with the Company a
notice in writing,  in a form  acceptable to the Board,  designating one or more
Beneficiaries  to whom  payments  becoming  due by reason of or after his or her
death shall be made. Participants shall have the right to change the Beneficiary
or Beneficiaries  so designated from time to time;  provided,  however,  that no
such change shall become effective until received in writing and acknowledged by
the Company.

11.5  Payment to  Incompetents.  The Company  shall make the  payments  provided
herein directly to the Participant or Beneficiary  entitled  thereto or, if such
Participant  or  Beneficiary  has  been  determined  by  a  court  of  competent
jurisdiction  to be mentally or  physically  incompetent,  then payment shall be
made  to  the  duly   appointed   guardian,   committee   or  other   authorized
representative  of such  Participant or Beneficiary.  The Company shall have the
right to make payment  directly to a  Participant  or  Beneficiary  until it has
received actual notice of the physical or mental  incapacity of such Participant
or  Beneficiary  and  actual  notice  of the  appointment  of a duly  authorized
representative  of his or her  estate.  Any  payment to or for the  benefit of a
Participant or Beneficiary shall be a complete discharge of all liability of the
Company therefore.

11.6 Claims for Benefits.  Each Participant or other person claiming any benefit
under this Plan must give  written  notification  thereof to the  Company.  If a
claim is denied,  it must be denied within a reasonable  period of time,  and be
contained in a written notice stating the following: (a) the specific reason for
the denial;  (b) specific reference to the Plan provision on which the denial is
based; (c) description of additional  information  necessary for the claimant to



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present his or her claim,  if any, and an  explanation  of why such  material is
necessary;  (d) an  explanation  of the  Plan's  claims  review  procedure.  The
claimant  will have 60 days to request a review of any denial by the Board.  The
request  for review must be in writing and  delivered  to the Board,  which will
then  provide  a full  and  fair  review.  The  claimant  may  review  pertinent
documents, and he or she may submit issues and comments in writing. The decision
by the Board  with  respect  to the  review  must be given  within 60 days after
receipt of the request,  unless special circumstances require an extension (such
as for a  hearing).  In no event shall the  decision be delayed  beyond 120 days
after  receipt of the  request for review.  The  decision  shall be written in a
manner  calculated  to be  understood  by the  claimant,  and it  shall  include
specific reasons and refer to specific Plan provisions on which it is based.

11.7 Binding Effect.  Obligations  incurred by the Company pursuant to this Plan
shall be binding  upon and inure to the benefit of the Company,  its  successors
and  assigns,   and  the  Participant,   his  or  her  Beneficiaries,   personal
representatives, heirs, and legatees.

11.8 Entire Plan. This document and any amendments  hereto contain all the terms
and  provisions  of the Plan and shall  constitute  the entire  Plan,  any other
alleged terms or provisions being of no effect.

11.9  Merger,  Consolidation  or  Acquisition.  In  the  event  of a  merger  or
consolidation  of  the  Company  with  another  corporation  or  entity,  or the
acquisition of the  outstanding  stock of the Company by another  corporation or
entity,  then and in such  event  the  obligation  and  responsibilities  of the
Company  under this Plan shall be assumed  by any such  successor  or  acquiring
corporation  or entity,  and all of the rights,  privileges  and benefits of the
Participant hereunder shall continue.

11.10 Enforceability.  If any term or condition of this Plan shall be invalid or
unenforceable  to any extent or in any  application,  then the  remainder of the
Plan, and such term or condition  except to such extent or in such  application,
shall not be affected thereby, and each and every term and condition of the Plan
shall  be  valid  and  enforced  to the  fullest  extent  and  in  the  broadest
application permitted by law.


Section 12 - Construction


12.1 Governing Law. This Plan shall be construed and governed in accordance with
the laws of the Commonwealth of Pennsylvania.

12.2 Gender. The masculine gender,  where appearing in the Plan, shall be deemed
to include the feminine gender, and the singular may include the plural,  unless
the context clearly indicates to the contrary.

12.3  Headings,  etc.  All  headings  used in this Plan are for  convenience  of
reference only and are not part of the substance of this Plan.

IN WITNESS  WHEREOF,  this Plan,  having been duly  approved  and adopted by the
Board of Directors of the Company,  is executed by the duly authorized  officers
of the Company as of the Effective Date.



                                       11
<PAGE>

                                      Right Management Consultants, Inc.



                                      By: /S/ RICHARD J. PINOLA
                                          ---------------------

                                          Chairman and Chief Executive Officer

                                          {Name and Title}
                                          (Corporate Seal)

Attest:



/S/ CHARLES J. MALLON
Secretary