MODIS PROFESSIONAL SERVICES INC
RESTRICTED STOCK AGREEMENT -- DEREK E. DEWAN
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>6
<FILENAME>dex1020.txt
<DESCRIPTION>RESTRICTED STOCK AGREEMENT -- DEREK E. DEWAN
<TEXT>

<PAGE>

                          RESTRICTED STOCK AGREEMENT
                       MODIS PROFESSIONAL SERVICES, INC.

This restricted stock agreement (the "Agreement"), is effective as of March 29,
2001 (the 'Effective Date') by and between MODIS PROFESSIONAL SERVICES, INC., a
Florida corporation (the "Corporation") and DEREK E. DEWAN (the "Employee").

                        W I T N E S S E T H   T H A T:

WHEREAS, the Corporation has awarded and issued to Employee Nine Hundred Sixty
Thousand (960,000) shares (the 'Shares') of the common stock of the Corporation
as of the Effective Date as a reward for prior service and as an incentive to
remain with the Corporation and to work to increase the value of such stock; and

WHEREAS, the Shares are subject to the terms and conditions hereinafter
provided.

NOW, THEREFORE, the Corporation and the Employee agree as follows:

1. Award. The Employee hereby is granted and has been issued Nine Hundred Sixty
Thousand (960,000) Shares as of the Effective Date, subject to all the terms and
conditions of this Agreement, including but not limited to the provisions of
Section 8 hereof.

2. Stock Certificate. The Employee hereby acknowledges that a stock certificate
for the Shares (the 'Certificate') is hereby awarded to the Employee hereunder,
bearing the following legend:

     'The transferability of this certificate and the shares of stock
     represented hereby are subject to the terms and conditions (including
     forfeiture) of a Restricted Stock Agreement entered into between the
     registered owner and Modis Professional Services, Inc., effective as of
     March 29, 2001. Copies of such Agreement are on file in the offices of the
     Secretary, Modis Professional Services, Inc., One Independent Drive,
     Jacksonville, Florida 32202.'

The Employee shall return the Certificate to the Corporation upon forfeiture of
any Shares pursuant to this Agreement. Thereafter, the Corporation shall reissue
a new Certificate for the number of Shares, if any, which were not forfeited.

3. Definitions. The following terms (whether used in the singular or plural)
shall have the meanings indicated when used in the Agreement.

     3.1 'Board' means the Board of Directors of the Corporation.

     3.2 'Change in Control' shall mean at any time or from time to time:

         (a) The acquisition or the threat of acquisition through an appropriate
         governmental filing or otherwise, directly or indirectly, however
         effected, by any person (as such term used in Section 13(d) of the
         Securities Exchange Act of 1934) of securities of the Corporation
         representing an aggregate of twenty percent (20%) or more of the
         combined voting power of the Corporation's then outstanding voting
         securities prior to such acquisition transaction giving rise to such
         twenty percent (20%);

         (b) During any period of up to two (2) consecutive years, individuals
         who, at the beginning of such period, constitute the Board cease for
         any reason to constitute at least a majority thereof, provided that any
         person who becomes a director subsequent to the beginning of such
         period and whose nomination for election is approved by at least two-
         thirds (2/3) of the directors then still in office who either were
         directors at the beginning of such period or whose election or
         nomination for election was previously so approved (other than a
         director (i) whose initial assumption of office is in connection with
         an actual or threatened election contest relating to the election of
         the directors of the Corporation, as such terms are used in Rule 14a-11
         of Regulation 14A under the Securities and Exchange Act of 1934, as
         amended, or (ii) who was designated by a person who has entered into an
         agreement with the Corporation to effect a transaction described in
         clause (a), (c) or (d) hereof) shall be deemed a director as of the
         beginning of such period;

         (c) The shareholders of the Corporation approve a plan of complete
         liquidation or dissolution of the Corporation or an agreement for the
         sale or disposition of more than twenty percent (20%) of the
<PAGE>

         Corporation's assets within a twelve (12) month period; or

         (d) The occurrence of any other event or circumstance which is not
         covered by (a) through (c) above which the Board determines affects
         control of the Corporation and, in order to implement the purposes of
         this Agreement as set forth above, adopts a resolution that such event
         or circumstance constitutes a Change in Control for the purposes of
         this Agreement.

     3.3 'Restriction Period' means a period of time beginning on the date of
     the grant of Shares and ending on the Vesting Date with respect to the
     grant.

     3.4 'Vesting Date' with respect to any Shares awarded hereunder means the
     date when such Shares shall become unconditionally vested as provided
     herein.

4. Rights of Employee with regard to Shares. The Shares shall be registered in
the name of the Employee and delivered to the Employee as soon as practicable
after the Effective Date of this Agreement; provided, however, that Employee may
demand registration or piggyback registration at any time following ninety (90)
days after the Effective Date of this Agreement. The Shares shall be registered
pursuant to securities laws of the United States, with all fees for such
registration and issuance paid for by the Corporation. The Employee shall have
all rights, powers and privileges of a holder of common stock including, but not
limited to the right to vote such Shares, to receive and retain all dividends of
any kind or nature and such other distributions as the Board may in its sole
discretion designate; provided, however, that such rights, powers and privileges
with regard to the Shares are subject to the terms, conditions and restrictions
provided in Section 5 of this Agreement. Upon vesting and the lapse of
restrictions of the Shares in accordance with Section 6, the number of Shares to
which such restrictions applied shall be vested in the Employee and the
Corporation shall issue and deliver, as soon as practicable, a Certificate in
the form of duly registered Shares under the securities laws of the United
States, which shares represented by the Certificate shall be readily tradeable
by the Employee upon receipt of same and shall not contain the legend regarding
the restrictions under this Agreement. Notwithstanding any other provisions of
the Agreement, the obligations of the Corporation with respect to the Shares
shall be subject to all applicable laws, rules and regulations, and such
approvals by any governmental agencies as may be required.

5. Terms, Conditions and Restrictions of Grant of Shares. The Shares, as issued,
shall be subject to the following terms, conditions and restrictions:

     5.1 The Employee may not sell, assign, transfer, exchange or dispose of the
     Shares during the Restriction Period without the written consent of the
     Corporation.

     5.2 A breach of any restrictions, terms or conditions provided in the
     Agreement with respect to any Shares shall cause a forfeiture of such
     Shares.

6. Vesting Date; Completion of Restriction Period.

     6.1 Vesting Date. Subject to the appropriate adjustments in accordance with
     Section 8 of this Agreement, upon the fifth (5th) anniversary of the
     Effective Date of this Agreement, the Shares shall become vested (the
     'Vesting Date') and such Shares shall be released and all restrictions
     related to such Shares shall lapse and shall no longer be further subject
     to the Agreement. Such vesting shall be subject to earlier vesting in whole
     or in part upon the occurrence of an event to accelerate the vesting as
     provided in Section 7 herein below.

     6.2 Completion of Restriction Period. On the Vesting Date the Shares shall
     vest and such Shares shall be released and all restrictions related to such
     Shares shall lapse and such Shares shall no longer be further subject to
     the Agreement as provided in Section 6.1. Any such Shares that shall not
     have become vested shall be forfeited to the Corporation and the Employee
     shall not thereafter have any rights (including dividend and voting rights)
     with respect to such Shares that shall have been so forfeited.

7. Acceleration of Vesting Date. Notwithstanding any other provisions of this
Agreement, in the event of the occurrence of any of the following events, all
outstanding Shares shall unconditionally vest in full and the restrictions with
regard to such Shares shall lapse without further action on the part of the
Corporation or the Employee.

     7.1 Employee: (i) is not nominated as Chairman of the Board or elected as
     Chairman of the Board for any reason: (ii) does not continue as Chairman of
     the Board; or (iii) is terminated as Chairman of the Board without 'cause.'
     For purposes of this Agreement the term 'cause' means a termination of the
<PAGE>

     Employee arising out of conviction of the Employee of a capital felony
     crime by a court of competent jurisdiction.

     7.2 Employee's position, authorities or duties as Chairman of the Board are
     changed in nature or scope, or diminished or Employee's reduced,
     compensation or benefits are reduced, whether vested or not, Employee is
     relocated to a place that Employee deems unreasonable in light of
     Employee's personal circumstances or any other action by or upon request of
     the Corporation in respect of Employee's position, authority or
     responsibility occurs that Employee deems to be contrary to his employment
     with the Corporation or which he deems to be unacceptable. Determination of
     whether an event under 7.2 has occurred is within the sole discretion of
     the Employee unless such discretion is patently erroneous, except in the
     determination of relocation or other action that Employee deems to be
     contrary to his employment with the Corporation. In such cases, Employee's
     discretion may not be deemed patently erroneous.

     7.3 There is a 'Change in Control' of the Corporation.

     7.4 The death of the Employee, the disability of the Employee (as defined
     hereinbelow), or the termination of Employee by the Corporation without
     cause. For purposes of this Agreement, the disability of Employee shall
     mean the inability of Employee to perform his customary and usual duties as
     Chairman of the Board of the Corporation.

     7.5 Any event or action which gives rise to the inability of Employee to
     vote the Shares granted under this Agreement at any duly called meeting of
     the shareholder or other applicable corporate forum which requires a vote
     of the shareholders of the Corporation.

     7.6 Any failure by the Corporation or its successors or assigns to pay duly
     declared and authorized dividends (cash or property) to Employee with
     regard to the Shares.

8. Changes in Stock. In the event of any stock split, dividend, distribution,
combination, reclassification or recapitalization that changes the character or
amount of the common stock prior to the expiration of the Restriction Period
with respect to the Shares, the Board shall make such adjustments in the
character and number of shares subject to such Shares, as shall be equitable and
appropriate, immediately after any such change, as nearly as may be practicable,
equivalent to such grant, immediately prior to any such change. If any merger,
consolidation or similar transaction affects the common stock subject to any
unvested Shares, the Board or any surviving or acquiring corporation shall take
such action as is equitable and appropriate to substitute a new grant for such
Shares or to assume such grant in order to make such new or assumed grant, as
nearly as may be practicable, equivalent to the old grant. If any such change or
transaction shall occur, the number and kind of shares for which grants may
thereafter be granted under the Agreement shall be adjusted to give effect
thereto.

9. Non-alienation of Benefits. Except as specifically provided in Section 14,
and subject to Section 5.1, no right or benefit under the Agreement shall be
subject to alienation, sale, assignment or transfer and any attempt to alienate,
sale assign or transfer shall be void. No right or benefit hereunder shall in
any manner be liable for or subject to the debts, contracts, liabilities or
torts of the person entitled to such benefit.

10. Termination and Amendment of Agreement. With the consent of the Employee,
the Board may make an amendment which would accelerate the Vesting Date with
respect to the Shares. Without limiting the generality of the foregoing, the
Board may, but solely with the Employee written consent, agree to cancel any
grant of Shares under the Agreement and issue a new grant in substitution
therefor, provided that the grant so substituted shall satisfy all of the
requirements of the Agreement as of the date such new grant is made.

11. Non-exclusivity of Agreement. Neither the adoption of the Agreement by the
Board for approval shall be construed as creating any limitations on the power
of the Board to adopt such other incentive arrangements as it may deem
desirable, including without limitation, the awarding of stock and cash awards
otherwise than under the Agreement, and such arrangements may be either
generally applicable or applicable only in specific cases.

12. Withholding Taxes. The Corporation's obligation to deliver stock to the
Employee upon the lapsing of restrictions and vesting of Shares may be subject
to applicable federal, state and local tax withholding requirements. At the
appropriate time that such withholding taxes are due, the Corporation shall pay
the Employee sufficient compensation on a grossed up basis to take into
consideration the taxes due with respect to the Shares.

13. Governing Law. The Agreement shall be governed by, and construed in
accordance with, the laws of the State of Florida.

<PAGE>

14. Beneficiaries. The Employee may designate any person(s) or legal
entity(ies), including his estate, as his beneficiary under the Agreement. Such
designation shall be made in writing on a form as provided in Exhibit A,
attached hereto, and filed with the Secretary of the Corporation or his designee
and may be revoked or changed by such Employee at any time by filing written
notice of such revocation or change with the Secretary of the Corporation or his
designee. If no person shall be designated by a Employee as his beneficiary or
if no person designated as a beneficiary survives such Employee, the Employee
beneficiary shall be his estate.

15. Employment. The rights and obligations arising under this Agreement are not
intended to and do not affect the employment relationship that otherwise exists
between the Corporation and the Employee. Moreover, this Agreement is not
intended to and does not construe or amend the Employment Agreement between the
Corporation and the Employee. In the event there is a conflict between this
Agreement and the Employment Agreement, each of the Agreement and the Employment
Agreement shall be construed independently.

16. Severability. If any provision of this Agreement is declared or found to be
illegal, unenforceable or void, in whole or in part, then the parties shall be
relieved of all obligations arising under such provision, but only to the extent
that it is illegal, unenforceable or void, it being the intent and agreement of
the parties that this Agreement shall be deemed amended by modifying such
provision to the extent necessary to make it legal and enforceable while
preserving its intent or, if that is not possible, by substituting therefor
another provision that is legal and enforceable and achieves the same
objectives.

17. Waiver of Breach. Neither the waiver by either party of a breach or
violation of any provision of this Agreement nor a party's failure to insist
upon the strict performance of any covenant, agreement, term or condition of
this Agreement, shall operate as, or be construed to be, a waiver of any such
breach or of any subsequent breach of the same or other provision hereof. No
waiver shall be valid unless in writing and signed by each of the parties to
this Agreement.

18. Attorney's Fees. In the event any action or proceeding at law or in equity
brought by either party to this Agreement to enforce any provision of this
Agreement, the Corporation shall pay all legal costs and reasonable attorneys'
fees of the Employee incurred at all levels of judicial or quasi-judicial
proceedings.

19. Negotiated Document. The Parties acknowledge and agree that this Agreement
has been negotiated by each with the assistance of counsel, or an opportunity
for counsel to assist and review the same, and no party hereto shall be
considered the drafter of this Agreement so as to construe this Agreement
against any such party in the event an ambiguity exists herein.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, effective
as of the day and year first above written.

                                       MODIS PROFESSIONAL SERVICES, INC.


/s/ Jane Baker                         By: /s/ T. Wayne Davis
--------------                             ------------------
Witness                                    T. Wayne Davis
                                       Its: Chairman, Compensation Committee
/s/ Tyra Tutor                              of the Board
--------------
Witness                                    'Corporation'


/s/ Jane Baker                             /s/ Derek E. Dewan
--------------                             ------------------
Witness                                    DEREK E. DEWAN

/s/Tyra Tutor
-------------
Witness                                    'Employee'
</TEXT>
</DOCUMENT>
