ACCUSTAFF INC, S-8, 1996-11-07

ACCUSTAFF INC
S-8, 1996-11-07
HELP SUPPLY SERVICES

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<PAGE>

As filed with the Securities and Exchange Commission on November 7, 1996.
Registration No. __________

================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________

ACCUSTAFF INCORPORATED
(Exact name of registrant as specified in its charter)

FLORIDA 59-3116655
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

6440 ATLANTIC BOULEVARD
JACKSONVILLE, FLORIDA 32211
(904) 725-5574
(Address, including zip code, and telephone number of principal executive
offices)

ACCUSTAFF INCORPORATED
EMPLOYEE SAVINGS AND PROFIT SHARING PLAN AND TRUST
(Full title of the plan)

DEREK E. DEWAN COPIES TO:
CHAIRMAN, PRESIDENT AND CHIEF TIMOTHY MANN, JR.
EXECUTIVE OFFICER STACY N. KLEINER
ACCUSTAFF INCORPORATED ALSTON & BIRD
6440 ATLANTIC BOULEVARD ONE ATLANTIC CENTER
JACKSONVILLE, FLORIDA 32211 1201 WEST PEACHTREE STREET, NW
(904) 725-5574 ATLANTA, GEORGIA 30309-3424
(Name, address, including zip code, and (404) 881-7000
telephone number, including area code,
of agent for service)

___________________

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==================================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration Fee
to be Registered Registered (1) Per Share (2) Price (2)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share (3) 50,000 shares $25.00 $1,250,000 $378.78
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) This Registration Statement also includes any additional shares that may
hereafter become issuable as a result of the antidilution adjustment
provisions of the Registrant's 401(k) Plan.

(2) Determined in accordance with Rule 457(h) of the Securities Act of 1933, the
registration fee calculation is based on the average of the high and low per
share sales prices of the Registrant's Common Stock on November 5, 1996, as
reported on the Nasdaq National Market.

(3) Pursuant to Rule 416(c), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
Plan.
<PAGE>

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents constituting Part I of this Registration Statement will be
sent or given to participants in the Plans as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended (the "Securities Act").

PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

The following documents are incorporated by reference into this
Registration Statement and are deemed to be a part hereof from the date of the
filing of such documents:

(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.

(2) All reports filed by the Registrant or the 401(k) Plan pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") since the end of the fiscal year covered by the Registrant's 1995 Annual
Report on Form 10-K.

(3) The description of Common Stock contained in the Registrant's
Registration Statement on Form 8-A, filed under Section 12 of the Exchange Act,
including all amendments or reports filed for the purpose of updating such
description.

(4) All other documents subsequently filed by the Registrant or the 401(k)
Plan pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to
the filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered have been sold or that deregisters all
securities that remain unsold.

Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
of this Registration Statement to the extent that a statement contained herein
or in any subsequently filed document which also is, or is deemed to be,
incorporated herein by reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

The legality of the Common Stock registered hereby has been passed upon by
Alston & Bird, Atlanta, Georgia.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article 10 of the Bylaws of the Registrant require the Registrant, to the
fullest extent permitted or required by the Florida Business Corporations Act
("Florida BCA"), to (i) indemnify its directors against any and all liabilities
and (ii) advance any and all reasonable expenses, incurred in any proceeding to
which

II-1
<PAGE>

any such director is a party or in which such director is deposed or called to
testify as a witness because he or she is or was a director of the Registrant.
Generally, the Florida BCA permits indemnification of a director upon a
determination that he or she acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The Florida BCA
also provides that a person may not be indemnified nor may expenses be advanced
if a judgment or final adjudication establishes that such person's actions, or
omissions to act, were material to the cause of action so adjudicated and
constitute: (a) a violation of criminal law, unless such person had reasonable
cause to believe such person's conduct was lawful or had no reasonable cause to
believe such person's conduct was unlawful; (b) a transaction from which the
director, officer, employee or agent derived improper personal benefit; (c) an
unlawful distribution under Florida law; or (d) willful misconduct or conscious
disregard for the best interests of the corporation in a proceeding by or in the
right of the corporation to procure a judgment in its favor or in a proceeding
by or in the right of a stockholder. The right to indemnification granted in the
Registrant's Bylaws is not exclusive of any other rights to indemnification
against liabilities or the advancement of expenses which a director may be
entitled under any written agreement, board resolution, vote of stockholders,
the Florida BCA or otherwise.

The Registrant's Bylaws also provide that the Registrant may purchase
insurance on behalf of one or more of its directors, irrespective of whether the
Registrant would be obligated to indemnify or advance expenses to such director.
The Registrant has purchased insurance to protect directors, officers, employees
or other agents and the Registrant from any liability asserted against them for
acts taken or omissions occurring in their capacities as such.

According to the Florida BCA, a director is not personally liable for
monetary damages to the Registrant or any other person for any statement, vote,
decision or failure to act, regarding corporate management or policy, unless the
director breached or failed to perform his duties as a director and the
director's breach of, or failure to perform those duties constitutes: (i) a
violation of criminal law, unless the director had reasonable cause to believe
his conduct was lawful or had no reason to believe his conduct was unlawful;
(ii) a transaction from which the director derived improper personal benefit;
(iii) a violation of Section 607.0834 of the Florida BCA, which concerns
unlawful payment of dividends; (iv) in a proceeding by or in the right of the
corporation or a proceeding by or in the right of someone other than the
corporation or a stockholder, recklessness or an act or omission which was
committed in bad faith or with malicious purpose or in a manner exhibiting
wanton and willful disregard of human rights, safety or property.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable.

II-2
<PAGE>

ITEM 8. EXHIBITS

The exhibits included as part of this Registration Statement are as
follows:

Exhibit Number Description
-------------- -----------

4.1 Certificate of Incorporation of the Registrant, as
amended, incorporated by reference to the Registrant's
Annual Report on Form 10-K for the year ended December
31, 1995 (File No. 0-24484).

4.2 Bylaws of the Registrant, as amended, incorporated herein
by reference to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1996 (File No. 0-
24484).

4.3 AccuStaff Incorporated Employee Savings and Profit
Sharings Plan and Trust Adoption Agreement

5.1 Opinion of Counsel

23.1 Consent of Counsel (included in Exhibit 5.1)

23.2 Consent of Coopers & Lybrand, L.L.P.

23.3 Consent of McGladrey & Pullen, L.L.P.

23.4 Consent of Bertram, Vallez, Kaplan and Talbot, LTD

23.5 Consent of Stadtler Rosenblum & Saris

23.6 Consent of Nyhan & Mazza, P.C.

23.7 Consent of Dennis I. Berber, C.P.A.

23.8 Consent of Beers & Cutler PLLC

24.1 Power of Attorney (included on signature page of this
Registration Statement)

In lieu of the opinion of counsel or determination letter contemplated by
Item 601(b)(5) of Regulation S-K, the undersigned Registrant hereby undertakes
that it has submitted or will submit the 401(k) Plan and any amendments thereto
to the Internal Revenue Service ("IRS") in a timely manner, and has made or will
make all changes required by the IRS in order to qualify such Plan under Section
401 of the Internal Revenue Code of 1986, as amended.

ITEM 9. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

II-3
<PAGE>

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities being offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the Registrant's certificate of
incorporation, bylaws, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

(Signatures on following page)

II-4
<PAGE>

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Jacksonville, State of Florida, on
November 5, 1996.

ACCUSTAFF INCORPORATED
(Registrant)

By: /s/ Derek E. Dewan
-------------------------------
Derek E. Dewan
Chairman, President
and Chief Executive Officer

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENT that each person whose signature appears
below constitutes and appoints Derek E. Dewan and Michael D. Abney and each of
them (with full power in each to act alone), as his true and lawful attorneys-
in-fact and agents, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
such attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or either of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on November 1, 1996.

Signature Title
--------- -----

/s/ Derek E. Dewan Chairman, President and Chief Executive Officer
- ------------------------- (principal executive officer)
Derek E. Dewan

/s/ Michael D. Abney Senior Vice President, Chief Financial Officer
- ------------------------- and Assistant Secretary (principal financial officer)

/s/ Sean D. Mann Controller (principal accounting officer)
- -------------------------
Sean D. Mann

/s/ John K. Anderson, Jr. Director
- -------------------------
John K. Anderson, Jr.

(Signatures continue on following page)

II-5
<PAGE>

/s/ T. Wayne Davis Director
- --------------------------------
T. Wayne Davis

/s/ Stephen A. Hoffmann Director
- --------------------------------
Stephen A. Hoffmann

/s/ Delores P. Kesler Director
- --------------------------------
Delores P. Kesler

/s/ William H. Thumel, Jr. Director
- --------------------------------
William H. Thumel, Jr.

The 401(k) Plan. Pursuant to the requirements of the Securities Act, the
AccuStaff Incorporated Employee Savings and Profit Sharing Plan and Trust has
duly caused this Registration Statement to be signed on its behalf by the
undersigned trustees, thereunto duly authorized, in the City of Jacksonville,
State of Florida, on November 5, 1996.

ACCUSTAFF INCORPORATED
EMPLOYEE SAVINGS AND PROFIT SHARING PLAN
AND TRUST

(Plan Administrator)

By: /s/ Sean D. Mann
--------------------------------------
Sean D. Mann
Controller

II-6
<PAGE>

EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8

Exhibit Number Description
- -------------- -----------

4.1 Certificate of Incorporation, as amended, of the
Registrant incorporated by reference to the Regitrant's
Annual Report on Form 10-K for the year ended December
31, 1995 (File No. 024484).

4.2 Bylaws, as amended, of the Registrant incorporated
herein by reference to the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1996 (File
No. 0-24484).

4.3 AccuStaff Incorporated Employee Savings and Profit
Sharing Plan and Trust Adoption Agreement

5.1 Opinion of Counsel

23.1 Consent of Counsel (included in Exhibit 5.1)

23.2 Consent of Coopers & Lybrand, L.L.P.

23.3 Consent of McGladrey & Pullen, L.L.P.

23.4 Consent of Bertram, Vallez, Kaplan and Talbot, LTD

23.5 Consent of Stadtler Rosenblum & Saris

23.6 Consent of Nyhan & Mazza, P.C.

23.7 Consent of Dennis I. Berner, C.P.A.

23.8 Consent of Beers & Cutler PLLC

24.1 Power of Attorney (included on signature page of
this Registration Statement)

<PAGE>

EXHIBIT 4.3

STRONG FUNDS
NON-STANDARDIZED PROFIT SHARING PLAN AND TRUST
WITH 401(k) FEATURE
ADOPTION AGREEMENT #001

The undersigned Employer adopts the Strong Funds Non-Standardized Profit Sharing
Plan and Trust with 401(k) Feature for those Employees who shall qualify as
Participants hereunder, to be known as the

ACCUSTAFF INCORPORATED
--------------------------------------------------

EMPLOYEE SAVINGS AND PROFIT SHARING PLAN AND TRUST
--------------------------------------------------
(Enter Plan Name)

The Plan shall be effective as of the date specified below. The Employer hereby
selects the following Plan specifications:

I. EMPLOYER INFORMATION

Name of Employer ACCUSTAFF INCORPORATED
----------------------------------------------

Address 6440 ATLANTIC BOULEVARD
------------------------------------------------------

JACKSONVILLE, FL 32211
------------------------------------------------------

Telephone (904) 725-5574
-----------------------------------------------------

Employer Identification Number 59 - 3116655
------ ----------------------------

A. TYPE OF ENTITY

( ) S Corporation
( ) Professional Service Corporation
(x) Corporation
( ) Sole Proprietorship
( ) Partnership
( ) Other (specify)
-----------------------------

AND, is the Employer a member of...

a controlled group? (x) Yes ( ) No
an affiliated service group? ( ) Yes (x) No

B. PLAN NUMBER assigned by the Employer (select one)

(x) 001 ( ) 002 ( ) 003 ( ) Other
--------------

<PAGE>

C. LOCATION OF EMPLOYER'S PRINCIPAL OFFICE:

(x) State ( ) Commonwealth of Florida , and this
-------------
Plan and Trust shall be governed under the same.

D EMPLOYER FISCAL YEAR means the 12 consecutive month period:

Commencing on January 1st (e.g., January 1st) and
-----------------
month day

ending on December 31st .
-----------------
month day

- --------------------------------------------------------------------------------

II. PLAN INFORMATION

A. EFFECTIVE DATE

This Adoption Agreement of the Strong Funds Non-Standardized Profit Sharing
Plan and Trust with 401 (k) Feature shall:

( ) establish a new Plan and Trust effective as of
---------------------
(hereinafter called the "Effective Date").

(x) constitute an amendment and restatement in its entirety of a
previously established qualified Plan and Trust of the Employer
which was effective October 1, 1983 (hereinafter called the
-----------------
"Effective Date"). Except as specifically provided in the Plan, the
effective date of this amendment and restatement is June 1, 1996 .
------------

B. PLAN YEAR

PLAN YEAR means the 12 consecutive month period:

Commencing on January 1st (e.g., January 1st)
-----------

and ending on December 31st.
-------------

C. IS THERE A SHORT PLAN YEAR?

(x) No

( ) Yes, beginning
------------------------------
and ending .
------------------------------

- ------------------------------------------------------------------------------

2
<PAGE>

III. COMPENSATION

A. COMPENSATION (Plan Section 1.9) with respect to any Participant
means:

( ) Wages, Tips and Other Compensation on Form W-2.
( ) (S)3401(a) Wages (wages for withholding purposes).
(x) (S)415 Safe-Harbor Compensation.

B. AND COMPENSATION

( ) shall exclude
(x) shall not exclude

all of the following (even if includible in gross income):
reimbursements or other expense allowances, fringe benefits (cash
or noncash), moving expenses, deferred compensation, and welfare
benefits.

HOWEVER, FOR NON-INTEGRATED PLANS, Compensation shall exclude the
following (select all that apply):

(x) N/A. No exclusions
( ) overtime
( ) bonuses
( ) commissions
( ) other
------------------------------------

C. COMPENSATION shall be measured over the following period:

( ) The Plan Year.
(x) The Plan Year. However, for the Plan Year in which an
Employee's participation begins, Compensation will be
measured from the date the Participant entered the Plan.
( ) A 12 consecutive month period beginning on
----------------
and ending with or within the Plan Year.

NOTE: The Limitation Year for Annual Additions shall be the same as the
year on which Compensation is based.

D. IN ADDITION, COMPENSATION
(x) shall include
( ) shall not include

Compensation which is not currently includible in the
Participant's gross income by reason of the application of Code
section 125, 402(a) (8), 402 (h) (1) (B) or 403 (b).
<PAGE>

IV. CONTRIBUTION PERIODS

A. The Contribution Period for Elective Deferral Contributions and/or
Employee Contributions shall be:

(x) Monthly
( ) Bi-weekly
( ) Other
--------------------
( ) N/A. No Elective Deferral or Employee Contributions will be
made.

B. The Contribution Period for Matching Contributions shall be:

(x) Annual (based on the Plan Year)
( ) Monthly
( ) Bi-weekly
( ) Other
---------------------
( ) N/A. No Matching Contributions will be made.

C. The Contribution Period for Nonelective (Profit Sharing)
Contributions shall be:

(x) Annual (based on the Plan Year)
( ) Other
----------------------
( ) N/A. No Nonelective Contributions will be made.

- --------------------------------------------------------------------------------

V. ELIGIBILITY AND PLAN ENTRY PROVISIONS

A. ELIGIBILITY REQUIREMENTS

1. To become a Participant, an Employee must meet the following Age
and Service Requirements:

( ) Immediate Participation. No Age or Service Requirements.

(x) Age Requirement

The minimum attained age is 21 years. (Not greater than 21
----
years. If an annual Entry Date is chosen, the minimum age may
not exceed 20 1/2 years.

(x) Service Requirement

1 Year(s) of Service. (Not greater than 1 Year if the Plan
----
provides for graded vesting; not greater than 2 Years if the
Plan provides for full and immediate vesting upon
participation. If the Year(s) of Service includes a fractional
year, an Employee will not be required to complete any
specific number of Hours of Service to receive credit for such
year. If an annual Entry Date is chosen, the Service
Requirement may not exceed 1/2 Year, or 1 1/2 Years
respectively).

<PAGE>

2. Job Class Requirement. To become a Participant, an Employee
must NOT be a member of any one of the following groups:

( ) N/A. No job class exclusions.

a. ( ) Employees paid by commissions only.
b. ( ) Employees hourly paid.
c. ( ) Employees paid by salary.
d. ( ) Leased employees.
e. ( ) Employees included in a unit of Employees covered by a
collective bargaining agreement between the Employer
and employee representatives, if retirement benefits
were the subject of good faith bargaining. For this
purpose, the term "employee representatives" does not
include any organization more than half of whose
members are Employees who are owners, officers, or
executives of the Employer, unless the collective
bargaining agreement provides for coverage under the
Plan.
f. (x) Highly Compensated Employees.
g. ( ) Employees who are non-resident aliens who received no
earned income from the Employer which constitutes
income from sources within the United States.
h. ( ) Other (specify) .
--------------------------------------

NOTE: Excluding Employees pursuant to (a), (b), (c), (d), or (h)
above may impact minimum coverage, ADP/ACP, and general
nondiscrimination testing.

3. FOR NEW PLANS ONLY - Immediate Eligibility.

( ) Regardless of any of the above Age or Service Requirements,
any Eligible Employee who was employed on the Effective
Date of the Plan shall be eligible to participate hereunder
and shall enter the Plan as of such date.

4. Employees of Affiliated Employers:

a. (x) will be
b. ( ) will not be (or N/A)

treated as Employees of the Employer adopting the Plan.

NOTE: If (a) is elected, each Affiliated Employer should execute this
Adoption Agreement as an Adopting Employer.
<PAGE>

B. PLAN ENTRY DATE

Eligible Employees shall become Participants:

(x) Monthly - on the first day of the month coinciding with or
next following the date on which they met the requirements.
( ) Semi-Annually - on the earlier of the first day of the
seventh month or the first day of the Plan Year coinciding
with or next following the date on which they met the
requirements.
( ) Annually - on the first day of the Plan Year next following
the date on which they met the requirements. (Eligibility
requirements must be 1/2 Year of Service or less and age
20-1/2 or less.)
( ) Other: ,
----------------------------------------------------
provided that an Employee who has satisfied the maximum Age
and Service Requirements that are permissible above and who
is otherwise entitled to participate, shall commence
participation no later than the earlier of (a) six months
after such requirements are satisfied, or (b) the first day
of the first Plan Year after such requirements are satisfied,
unless the Employee separates from service before such Plan
Entry Date.

- --------------------------------------------------------------------------------

VI. SERVICE CREDITING PROVISIONS

A. HOURS OF SERVICE will be determined on the basis of the method
selected below. Only one method may be selected. The method selected
will be applied to all Employees covered under the Plan.

(x) On the basis of actual hours for which an Employee is paid or
entitled to payment.
( ) On the basis of days worked. An Employee will be credited with
ten (10) Hours of Service if under the Plan such Employee would
be credited with at least one (1) Hour of Service during the
day.
( ) On the basis of weeks worked. An Employee will be credited
forty-five (45) Hours of Service if under the Plan such
Employee would be credited with at least one (1) Hour of
Service during the week.
( ) On the basis of semi-monthly payroll periods. An Employee will
be credited with ninety-five (95) Hours of Service if under the
Plan such Employee would be credited with at least one (1) Hour
of Service during the semi-monthly payroll period.
( ) On the basis of the months worked. An Employee will be credited
with one hundred ninety (190) Hours of Service if under the Plan
such Employee would be credited with at least one (1) Hour of
Service during the month.

<PAGE>

B. EXCLUDED YEARS OF SERVICE

The Vesting Percentage shall be based on all Years of Service (i.e.,
completion of 1000 Hours of Service in a Plan Year) except that the
following periods shall be excluded:

(x) N/A. All Years of Service are counted.
( ) Years of Service prior to the time the Participant attained
age 18.
( ) Years of Service during which the Employer did not maintain
this Plan or a predecessor plan.

C. SERVICE WITH OTHER EMPLOYERS

An Employee's service with the following subsidiary, affiliated
employer(s), and/or any unrelated entity listed below shall be
considered as Service for purposes of this Plan:

---------------------------------------------------------------------

- --------------------------------------------------------------------------------

VII. VESTING PERCENTAGE

The vesting schedule, based on number of Years of Service, shall be:

1. (x) 100% upon entering Plan. (Required if eligibility requirement
is greater than one (1) Year of Service.)

2. ( ) 0-2 years 0% 3. ( ) 0-4 years 0%
3 years 100% 5 years 100%

4. ( ) 0-1 year 0% 5. ( ) 0-2 years 0%
2 years 20% 3 years 20%
3 years 40% 4 years 40%
4 years 60% 5 years 60%
5 years 80% 6 years 80%
6 years 100% 7 years 100%

6. ( ) Other - Must be at least as liberal as 1 through 5 above.

Years of Service Percentage

---------------------- ------
---------------------- ------
---------------------- ------
---------------------- ------
---------------------- ------
---------------------- ------

<PAGE>

For a Plan with a separate vesting schedule for Employer Matching Contributions,
Matching Contributions will vest as follows:

1. ( ) 100% upon entering Plan. (Required if eligibility requirement
is greater than one (1) Year of Service.)

2. ( ) 0-2 years 0% 3. ( ) 0-4 years 0%
3 years 100% 5 years 100%

4. ( ) 0-1 year 0% 5. ( ) 0-2 years 0%

<PAGE>

B. EMPLOYER MATCHING CONTRIBUTIONS

( ) The Employer SHALL NOT make Matching Contributions.

The Employer shall allocate Matching Contributions to each eligible
Participant equal to:

( ) % of the Participant's Elective Deferral Contributions.
-----
(x) a discretionary percentage, to be determined by the
Employer, of the Participant's Elective Deferral
Contributions.
( ) % of the Participant's Elective Deferral Contributions
-----
which do not exceed % of the Participant's
------
Compensation, plus an additional % of the
-----
Participant's Elective Deferral Contributions which exceed
% of the Participant's Compensation, but do not
------
exceed % of the Participant's Compensation.
------

The Employer Matching Contributions on behalf of a Participant will
be limited as follows:

( ) Only Elective Deferral Contributions up to % of the
-----
Participant's Compensation per Contribution Period will be
matched.

( ) The Matching Contribution for a Participant will not exceed
$ for the Plan Year.
-------

(x) N/A. No limits.

A Participant must meet the following requirement(s) to be eligible
to receive a Matching Contribution:

( ) N/A. Participants employed on any day of the Contribution
Period will receive the Matching Contribution.

(x) A Participant must be employed on the last day of the
Contribution Period for the Matching Contribution.

( ) For Annual Contribution Period only - A Participant must be
credited with at least 500 Hours of Service during the Plan
Year.

(x) For Annual Contribution Period only - A Participant must be
credited with at least 1000 Hours of Service during the Plan
Year.

<PAGE>

C. TRUE-UP MATCHING CONTRIBUTIONS

(x) N/A. No True-Up Matching Contributions will be made.

( ) In addition, at the end of the Plan Year, the Employer may
contribute additional Matching Contributions to the extent
that each eligible Participant's Matching Contribution would
be determined on an annual basis, rather than per
Contribution Period.

D. EMPLOYER NONELECTIVE (PROFIT SHARING) CONTRIBUTIONS

( ) No Nonelective Contributions will be made.

( ) The Employer may make a discretionary Nonelective Contribution
out of its current or accumulated Net Profit.

(x) The Employer may make a discretionary Nonelective Contribution
which is not limited to its current or accumulated Net Profit.

The Nonelective Contribution will be allocated in accordance with
the following formula:

(x) In the same ratio as each Participant's Compensation bears
to the total Compensation of all Participants.

( ) Integrated with Social Security (Maximum Disparity).

The Integration Level shall be:

a. ( ) The Taxable Wage Base.
b. ( ) % of the Taxable Wage Base.
------
c. ( ) The greater of $10,000 or 20% of the Taxable
Wage Base.
d. ( ) $ .
-------------

NOTE: The integration percentage of 5.7% shall be reduced
to:

5.4% if the Integration Level is more than 80% but
less than 100% of the Taxable Wage Base; or

4.3% if the Integration Level is more than 20% but
less than or equal to 80% of the Taxable Wage Base.

<PAGE>

A Participant must meet the following requirement(s) to be eligible to
receive a Nonelective Contribution (Participants who terminate employment
during the Plan Year due to Death, Disability, or Retirement shall always
be eligible):

1.( ) N/A. Participants employed on any day of the Contribution
Period will receive the Nonelective Contribution regardless of
Hours of Service.

2.(x) A Participant must be employed on the last day of the
Contribution Period for the Nonelective Contribution.

3.( ) A Participant must be credited with at least 500 Hours of
Service during the Plan Year.

4.(x) A Participant must be credited with at least 1000 Hours of
Service during the Plan Year.

NOTE: If (2), (3), or (4) above is selected, minimum
participation and minimum coverage testing could be
affected.

E. VOLUNTARY EMPLOYEE CONTRIBUTIONS

( ) No, Voluntary Contributions will not be allowed.
(x) Yes, Voluntary Contributions are allowed, subject to the limits of
Article V.

F. ROLLOVER CONTRIBUTIONS

( ) No, Rollover Contributions will not be allowed.
(x) Yes, Rollover Contributions will be allowed; and

(x) May be made by Participants only; or
( ) May be made by any Employee, even if not a Participant.

G. TRANSFERS FROM OTHER QUALIFIED PLANS

( ) No, Transfers will not be allowed.
(x) Yes, Transfers will be allowed subject to approval by the Plan
Administrator.

- --------------------------------------------------------------------------------

<PAGE>

IX. FORFEITURES

A. Forfeitures of Matching Contributions will be:

( ) N/A. No Matching Contributions or 100% vesting.
(x) Used as an Employer Credit for the next Employer Contribution or
Plan Expenses.
( ) Reallocated according to the provisions governing Nonelective
Contributions.

B. Forfeitures of Nonelective Contributions will be:

(x) N/A. No Nonelective Contributions or 100% vesting.
( ) Used as an Employer Credit for the next Employer Contribution or
Plan Expenses.
( ) Reallocated according to the provisions governing Nonelective
Contributions.

- -------------------------------------------------------------------------------

X. INVESTMENT OF PARTICIPANT'S ACCOUNT

( ) Participants SHALL NOT have the authority to direct the
investment of Employer Contributions.
(x) Participants SHALL have authority to direct the investment of
Employer Contributions. The following shall have authority to
direct the investment of their Participant's Account:

(x) Current Participants
(x) Former Participants with a deferred vested account balance
(x) Beneficiaries
(x) Alternate Payees

- -------------------------------------------------------------------------------

XI. FORM OF DISTRIBUTIONS

A. Distributions from the Plan may be made in the following forms (check
all that are allowed):

(x) Single sums
(x) Installments over a period certain not extending beyond the
life expectancy of the Participant or joint life expectancies
of the Participant and their Designated Beneficiary
( ) Annuities

NOTE: Annuities must be selected if the Plan has ever accepted a
plan-to-plan transfer of assets from a plan that allowed
annuities as a form of distribution.

<PAGE>

B. Distributions may be made in:

( ) Cash only (including any life insurance or annuity contracts)
(x) Cash or Property

- -------------------------------------------------------------------------------

XII. WITHDRAWALS BEFORE TERMINATION

A. ELECTIVE DEFERRAL CONTRIBUTIONS

1. Withdrawals after age 59-1/2

( ) Withdrawals of Elective Deferral Contributions SHALL NOT be
allowed.
(x) Withdrawals of Elective Deferral Contributions SHALL be
allowed.

2. Withdrawals for Serious Financial Hardship

( ) Withdrawals of Elective Deferral Contributions SHALL NOT be
allowed.
(x) Withdrawals of Elective Deferral Contributions SHALL be
allowed.

B. EMPLOYER MATCHING CONTRIBUTIONS

1. Withdrawals

( ) Withdrawal of the vested portion of Employer Matching
Contributions SHALL NOT be allowed.
(x) Withdrawal of the vested portion of Employer Matching
Contributions SHALL be allowed.

If withdrawals of Employer Matching Contributions are permitted,
the Participant must satisfy one of the following conditions (You
may select one or both. If both are selected, withdrawals may be
taken upon satisfaction of either condition, not both):

(x) The Participant must have attained age 59-1/2.
( ) The Participant must have been a Participant in the Plan for
at least 60 months.

2. Withdrawals for Serious Financial Hardship

( ) Withdrawal of the vested portion of Employer Matching
Contributions SHALL NOT be allowed.
(x) Withdrawal of the vested portion of Employer Matching
Contributions SHALL be allowed.

<PAGE>

C. EMPLOYER NONELECTIVE (PROFIT SHARING) CONTRIBUTIONS

1. Withdrawals

( ) Withdrawal of the vested portion of Employer Nonelective
Contributions SHALL NOT be allowed.
(x) Withdrawal of the vested portion of Employer Nonelective
Contributions SHALL be allowed.

If withdrawals of Employer Nonelective Contributions are
permitted, the Participant must satisfy one of the following
conditions (You may select one or both. If both are selected,
withdrawals may be taken upon satisfaction of either condition,
not both):

(x) The Participant must have attained age 59-1/2.
( ) The Participant must have been a Participant in the Plan for
at least 60 months.

2. Withdrawals for Serious Financial Hardship

( ) Withdrawal of the vested portion of Employer Nonelective
Contributions SHALL NOT be allowed.
(x) Withdrawal of the vested portion of Employer Nonelective
Contributions SHALL be allowed.

D. ROLLOVER CONTRIBUTIONS

1. Withdrawals

( ) Withdrawal of Rollover Contributions SHALL NOT be allowed.
(x) Withdrawal of Rollover Contributions SHALL be allowed.

E. VOLUNTARY EMPLOYEE CONTRIBUTIONS

1. Withdrawals

( ) Withdrawal of Voluntary Employee Contributions SHALL NOT be
allowed.
(x) Withdrawal of Voluntary Employee Contributions SHALL be
allowed.

- -------------------------------------------------------------------------------

<PAGE>

XIII. LOANS TO PARTICIPANTS

( ) No, loans may not be made.
(x) Yes, loans may be made up to $50,000 or 1/2 vested interest.

If YES, (check all that apply)...

( ) the minimum loan shall be $1,000.
( ) a Participant may have only one (1) outstanding loan at any time.
( ) loans shall only be made for reasons of hardship or financial
necessity.

NOTE: Department of Labor Regulations require the adoption of a
SEPARATE written loan program setting forth the requirements
outlined in Plan section 7.4.

- --------------------------------------------------------------------------------

XIV. RETIREMENT PROVISIONS

A. NORMAL RETIREMENT AGE ("NRA") means:

(x) the date a Participant attains their 65th birthday. (not to
exceed 65th)
( ) the later of the date a Participant attains their
---------------
birthday (not to exceed 65th) or the (not to exceed 5th)
------
anniversary of the first day of the Plan Year in which
participation in the Plan commenced.

B. NORMAL RETIREMENT DATE shall be:

( ) as of the Participant's "NRA."

OR (must select a. or b. AND 1. or 2.)

a. ( ) as of the first day of the month...
b. (x) as of the Anniversary Date...

1. (x) coinciding with or next following the Participants
"NRA."
2. ( ) nearest the Participant's "NRA."

<PAGE>

C. EARLY RETIREMENT DATE means:

a. ( ) No Early Retirement provision provided.
b. ( ) the date on which a Participant . . .
c. ( ) the first day of the month coinciding with or next following
the date on which a Participant . . .
d. (x) the Anniversary Date coinciding with or next following the
date on which a Participant . . .

AND, if b, c, or d was selected . . .

(x) attains their 55th birthday and has
------
(x) completed at least 10 Years of Service.
----
- -------------------------------------------------------------------------------

XV. DISTRIBUTIONS AFTER SEPARATION FROM SERVICE

A. DISTRIBUTIONS UPON DEATH (Plan Section 6.6(h))
Distributions upon the death of a Participant prior to receiving any
benefits shall . . .

(x) be made pursuant to the election of the Designated Beneficiary.
( ) begin within 1 year of the Participant's death and be payable
over the life (or over a period not exceeding the life
expectancy) of the Designated Beneficiary, except that if the
Beneficiary is the Participant's spouse, begin before December 31
of the calendar year the Participant would have attained
age 70-1/2.
( ) be made in full by December 31 of the calendar year of the 5th
anniversary of the Participant's death.
( ) other .
---------------------------------------------------------

B. LIFE EXPECTANCIES for minimum distributions required pursuant to Code
section 401(a)(9) shall . . .

(x) be recalculated at the Participant's election.
( ) always be recalculated.
( ) not be recalculated.

C. CONDITIONS FOR DISTRIBUTIONS UPON TERMINATION
Distributions upon termination of employment shall be made upon
satisfaction of one of the following:

(x) Immediate distributions may be made at the Participant's
election.
( ) The Participant has reached their Early or Normal Retirement Age.
( ) Distributions may be made at the Participant's election on or
after the close of the Plan Year following termination of
employment.
( ) Other .
----------------------------------------------------------
- -------------------------------------------------------------------------------

<PAGE>

XVI. LIMITATION ON ALLOCATIONS

A. If any Participant is or was covered under another qualified defined
contribution plan maintained by the Employer, other than a Master or
Prototype Plan, or if the Employer maintains a welfare benefit fund,
as defined in Code section 419(e), or an individual medical account,
as defined in Code section 415(l)(2), under which amounts are treated
as Annual Additions with respect to any Participant in this Plan:

(x) N/A.
( ) The provisions of section 4.4(b) of the Plan will apply as if the
other plan were a Master or Prototype Plan.
( ) Provide the method under which the Plans will limit total Annual
Additions to the Maximum Permissible Amount, and will properly
reduce any Excess Amounts, in a manner that precludes Employer
discretion.

----------------------------------------------------------------

B. If any Participant is or ever has been a Participant in a defined
benefit plan maintained by the Employer:

(x) N/A.
( ) In any Limitation Year, the Annual Additions credited to the
Participant under this Plan may not cause the sum of the Defined
Benefit Plan Fraction and the Defined Contribution Fraction to
exceed 1.0. If the Employer's contribution that would otherwise
be made on the Participant's behalf during the Limitation Year
would cause the 1.0 limitation to be exceeded, the rate of
contribution under this Plan will be reduced so that the sum of
the fractions equals 1.0. If the 1.0 limitation is exceeded
because of an Excess Amount, such Excess Amount will be reduced
in accordance with section 4.4(a)(4) of the Plan.
( ) Provide the method under which the Plans involved will satisfy
the 1.0 limitation in a manner that precludes Employer
discretion.

----------------------------------------------------------------

- -------------------------------------------------------------------------------

<PAGE>

XVII. TOP HEAVY REQUIREMENTS

A. TOP HEAVY VESTING If this Plan becomes a Top Heavy Plan, the
following vesting schedule, based on number of Years of Service, for
such Plan Year and each succeeding Plan Year, whether or not the Plan
is a Top Heavy Plan, shall apply and shall be treated as a Plan
amendment pursuant to this Plan. Once effective, this schedule shall
also apply to any contributions made prior to the effective date of
Code section 416 and/or before the Plan became a Top Heavy Plan.

( ) N/A. The Plan already meets minimum vesting requirement.

( ) 0-1 years 0% (x) 0-2 years 0%
2 years 20% 3 years 100%
3 years 40%
4 years 60%
5 years 80%
6 years 100%

NOTE: This section does not apply to the account balances of any
Participant who does not have an Hour of Service after the Plan
has initially become top heavy. Such Participant's Account balance
attributable to Employer contributions and Forfeitures will be
determined without regard to this section.

B. TOP HEAVY DUPLICATIONS: When a Non-Key Employee is a Participant in
this Plan and a defined benefit plan maintained by the EMployer,
indicate which method shall be utilized to avoid duplication of top
heavy minimum benefits.

(x) The Employer does not maintain a defined benefit plan.
( ) A minimum, non-integrated contribution of 5% of each Non-Key
Employee's total Compensation shall be provided in this Plan, as
specified in section 4.3(i). (The Defined Benefit and Defined
Contribution Fractions will be computed using 100% if this choice
is selected.)
( ) A minimum, non-integrated contribution of 7-1/2% of each Non-Key
Employee's total Compensation shall be provided in this Plan, as
specified in section 4.3(i). (If this choice is selected, the
Defined Benefit and Defined Contribution Fractions will be
computed using 125% for all Plan Years in which the Plan is Top
Heavy, but not Super Top Heavy.)
( ) Specify the method under which the Plans will provide top heavy
minimum benefits for Non-Key Employees that will preclude
Employer discretion and avoid inadvertent omissions, including
any adjustments required under Code section 415(e).

----------------------------------------------------------------

<PAGE>

C. PRESENT VALUE OF ACCRUED BENEFIT (Plan section 2.2) for Top Heavy
purposes where the Employer maintains a defined benefit plan in
addition to this Plan, shall be based on . . .

(x) N/A. The Employer does not maintain a defined benefit plan.

( ) Interest Rate:
--------------------------------------------------

Mortality Table:
------------------------------------------------

D. TOP HEAVY DUPLICATIONS: Employer maintaining two (2) or more defined
contribution plans.

(x) N/A.
( ) A minimum, non-integrated contribution of 3% of each Non-Key
Employee's total Compensation shall be provided in the Money
Purchase Plan (or other plan subject to Code section 412), where
the Employer maintains two (2) or more non-paired Defined
Contribution Plans.
( ) Specify the method under which the Plans will provide top heavy
minimum benefits for Non-Key Employees that will preclude
Employer discretion and avoid inadvertent omissions, including
any adjustments required under Code section 415(e).

----------------------------------------------------------------

- -------------------------------------------------------------------------------

<PAGE>

XVIII. PLAN ADMINISTRATOR AND TRUSTEE

A. PLAN ADMINISTRATOR (Document provides for the Employer to appoint an
Administrator. If none is named, the Employer will become the
Administrator.)

(x) Employer (Use Employer Address)

( ) Name
------------------------------------------------------------

Address
---------------------------------------------------------

------------------------------, ---------- -------------
City State Zip

Telephone
-------------------------------------------------------

Administrator's EIN -
------ ------------------------------------

NOTE: When the Administrator is other than the Employer, then
the Administrator will have its own EIN.

B. TRUSTEE(S) is/are:
Firstar Trust Company
-------------------------------------------------

-------------------------------------------------

TRUSTEE'S ADDRESS ( ) Use Employer Address

(x) 615 East Michigan Street
------------------------------------------------------------

Milwaukee, WI 53202
------------------------------------------------------------

------------------------------------------------------------

C. PLAN'S AGENT FOR SERVICE OF LEGAL PROCESS

(x) Employer (Use Employer Address)

( ) Name
---------------------------------------------------------

Address
---------------------------------------------------------

-----------------------------, ------------- -----------
City State Zip

- -------------------------------------------------------------------------------

<PAGE>

The adopting Employer may not rely on an opinion letter issued by the National
Office of the Internal Revenue Service as evidence that the plan is qualified
under Code section 401(a). In order to obtain reliance with respect to plan
qualification, the Employer must apply to the appropriate Key District Office
for a determination letter.

This Adoption Agreement may be used only in conjunction with Basic Plan Document
#01. This Adoption Agreement and the Basic Plan Document shall together be
known as Strong Funds Non-Standardized Profit Sharing Plan and Trust with 401(k)
Feature #01-001.

The adoption of this Plan, its qualification by the IRS, and the related tax
consequences are the responsibility of the Employer and its independent tax and
legal advisors.

Strong Capital Management, Inc. will notify the Employer of any amendments made
to the Plan or of the discontinuance or abandonment of the Plan. Furthermore,
in order to be eligible to receive such notification, the Employer agrees to
notify Strong Capital Management, Inc. of any change in address.

The elections under this Adoption Agreement may be changed by the Employer from
time to time by a written instrument signed by the Employer and the Trustee, and
accepted by the Sponsor. The Employer consents to the exercise by the Sponsor
of the right to amend the Plan from time to time as it may deem necessary or
advisable.

By signing this Adoption Agreement, the Employer specifically acknowledges that
the Sponsor has no authority: (1) to answer legal questions and that all such
questions shall be answered by legal counsel for the Employer; and (2) to make
determinations involved in the administration of the Plan and that all such
determinations shall be answered by the Employer's Plan Administrator or other
designated representative.

Caution: You should very carefully examine the elections made in this Adoption
Agreement and discuss them with legal counsel. Failure to properly fill out and
follow the provisions in the Adoption Agreement may result in disqualification
of the Plan.

<PAGE>

IN WITNESS WHEREOF, the Employer and Trustee hereby cause this Plan to be
executed on this day of , 19 .
----- ------------- ---

EMPLOYER: TRUSTEE:

ACCUSTAFF INCORPORATED FIRSTAR TRUST COMPANY
- ------------------------------------- ----------------------------------------
(enter name) (enter name)

By: /s/ Derek E. Dewan By:
---------------------------------- -------------------------------------

Name: Derek E. Dewan Name:
-------------------------------- -----------------------------------

Title: Pres./CEO Title:
------------------------------- ----------------------------------

By:
-------------------------------------

Name:
-----------------------------------

Title:
----------------------------------

PARTICIPATING EMPLOYER:

MATTHEWS EMPLOYMENT SPECIALISTS, INC.
- -------------------------------------
(enter name)

By: /s/ Derek E. Dewan
----------------------------------

Name: Derek E. Dewan
--------------------------------

Title: President/Director
-------------------------------

With regard to any questions regarding the provisions of the Plan, adoption of
the Plan, or the effect of an opinion letter from the IRS, call or write (this
information must be completed by the Sponsor of this Plan or its designated
representative):

Name Ms. Kerry Gile
--------------------------------------------------------------------
Address Strong Funds
--------------------------------------------------------------------
100 Heritage Reserve
--------------------------------------------------------------------
P.O. Box 2936
--------------------------------------------------------------------
Milwaukee, WI 53201
--------------------------------------------------------------------
Telephone (414) 359-3400
--------------------------------------------------------------------

<PAGE>

ADDITIONAL PARTICIPATING EMPLOYERS:

Excel Temporary Services
- -------------------------------------
(enter name)

By: /s/ Derek E. Dewan
----------------------------------

Name: Derek E. Dewan
--------------------------------

Title: Pres./Director
-------------------------------

Perma Temp
- -------------------------------------
(enter name)

By: /s/ Derek E. Dewan
----------------------------------

Name: Derek E. Dewan
--------------------------------

Title: Pres./Director
-------------------------------

<PAGE>

ADDITIONAL PARTICIPATING EMPLOYERS:

Advantage Technical Services
- -------------------------------------
(enter name)

By: /s/ Derek E. Dewan
----------------------------------

Name: Derek E. Dewan
--------------------------------

Title: President & CEO
-------------------------------

<PAGE>

FIRST ADDENDUM
TO

ACCUSTAFF INCORPORATED
EMPLOYEE SAVINGS AND PROFIT SHARING PLAN AND TRUST

Notwithstanding any provisions of the Adoption Agreement stating otherwise, this
Plan shall be considered an individually-designed plan.

Notwithstanding any Plan provisions to the contrary, effective as of January 1,
1995, the following employees who are transferred to the Employer or an
Affiliated Employer without a break in the continuity of their service shall
receive credit for their Years of Service with such predecessor employer for
purposes of eligibility and vesting in the Plan:

(a) Employees of any predecessor employer which is merged with or into the
Employer or any Affiliated Employer;

(b) Employees of any predecessor employer which has substantially all of
its assets and employees acquired by the Employer or an Affiliated
Employer; and

(c) Employees of any staffing company who have provided services as an
employee of such staffing company to a client of the staffing company
under a contract by which the staffing company was the exclusive
provider of staffing services to the client and who became employees
of the Employer or an Affiliated Employer by reason of the succession
of the Employer or an Affiliated Employer to such staffing company as
the exclusive provider of staffing services to such client.

EMPLOYER:

ACCUSTAFF INCORPORATED
----------------------------------------
(enter name)

By: /s/ Derek E. Dewan
-------------------------------------

Name: Derek E. Dewan
-----------------------------------

Title: President & CEO
----------------------------------

<PAGE>

EXHIBIT 5.1

[LETTERHEAD OF ALSTON & BIRD APPEARS HERE]

November 5, 1996

AccuStaff Incorporated
6440 Atlantic Boulevard
Jacksonville, Florida 32211

Re: AccuStaff Incorporated Employee Savings and Profit Sharing Plan and
Trust

Ladies and Gentlemen:

We have acted as counsel for AccuStaff Incorporated, a Florida corporation
(the "Corporation"), in connection with the referenced Registration Statement on
Form S-8 (the "Registration Statement") being filed by the Corporation with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, and covering 50,000 shares of the Corporation's common
stock, $0.01 par value ("Common Stock"), that may be issued pursuant to the
AccuStaff Incorporated 401(k) Profit Sharing Plan (the "Plan"). This Opinion
Letter is rendered pursuant to Item 8 of Form S-8 and Item 601(b)(5) of
Regulation S-K.

This Opinion Letter is limited by, and is in accordance with, the January
1, 1992 edition of the Interpretive Standards Applicable to Legal Opinions to
Third Parties in Corporate Transactions adopted by the Legal Opinion Committee
of the Corporate and Banking Law Section of the State Bar of Georgia (the
"Interpretive Standards"), which Interpretative Standards are incorporated in
this Opinion Letter by this reference. Capitalized terms used in this Opinion
Letter and not otherwise defined herein shall have the meanings assigned to such
terms in the Interpretive Standards and in the Registration Statement.

In the capacity described above, we have considered such matters of law and
of fact, including the examination of originals or copies, certified or
otherwise identified to our satisfaction, of such records and documents of the
Corporation, certificates of public officials and such other documents as we
have deemed appropriate as a basis for the opinions hereinafter set forth. The
opinions set forth herein are limited to the laws of the State of Florida as
expressed in the Florida Business Corporations Act, in reliance solely on
published general compilations thereof as of the date hereof.
<PAGE>

AccuStaff Incorporated
November 5, 1996
Page 2

Based upon the foregoing, it is our opinion that the 50,000 shares of
Common Stock covered by the Registration Statement and to be issued pursuant to
the Plan, when issued accordance with the terms and conditions of the Plan, will
be legally and validly issued, fully paid and nonassessable.

This Opinion Letter is provided to you for your benefit and for the benefit
of the Commission, in each case, solely with regard to the Registration
Statement, may be relied upon by you and the Commission only in connection with
the Registration Statement, and may not be relied upon by any other person or
for any other purpose without our prior written consent.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.

Sincerely,

ALSTON & BIRD

By: /s/ Jeffrey A. Allred
----------------------------
Jeffrey A. Allred, a Partner

<PAGE>

EXHIBIT 23.2

CONSENT OF COOPERS & LYBRAND L.L.P.

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the registration statement of
AccuStaff Incorporated on Form S-8 of:

. our report dated March 27, 1996, on our audit of the combined financial
statements of Excel Temporary Services as of December 31, 1995 and for
the year then ended; which report is included in Form 8-K/A, dated
February 19, 1996;

. our report dated March 15, 1996, except for the last paragraph of Note 6
and Note 11, as to which the date is March 27, 1996 and, except for the
basis of presentation section of Note 2 and the resulting effects on the
consolidated financial statements and notes thereto as to which the date
is September 16, 1996, on our audits of the consolidated financial
statements of AccuStaff Incorporated and Subsidiaries as of December 31,
1995 and January 1, 1995 and for each of the three years in the period
ended December 31, 1995, which report is included in the Current Report
on Form 8-K, dated September 16, 1996;

. our report dated January 19, 1996, on our audits of the financial
statements of PTA International, Inc. as of December 31, 1995 and 1994
and for each of the two years in the period ended December 31, 1995,
which report is included in Form 8-K/A, dated January 2, 1996;

. our report dated August 16, 1995, on our audits of the combined financial
statements of Special Assistants, Inc., Special Counsel, Inc. and Special
Counsel International, Inc. (Collectively, "Special Counsel
International") as of December 31, 1994 and 1993 and for each of the two
years in the period ended December 31, 1994, which report is included in
Form 8-K/A, dated July 2, 1995;

. our report dated August 8, 1995, on our audit of the financial statements
of Bogard Temps, Inc. as of December 31, 1994 and for the year then
ended, which report is included in Form 8-K/A, dated July 2, 1995;

. our report dated August 1, 1995, on our audits of the financial
statements of Matthews Professional Employment Specialists, Inc. as of
December 31, 1994 and 1993 and for each of the three years in the period
ended December 31, 1994, which report is included in Form 8-K/A, dated
July 2, 1995, and

. our report dated December 7, 1995, on our audits of the combined
financial statements of the McKinley Group as of September 30, 1995 and
1994 and for the years then ended, which report is included in Form 8-K,
dated June 19, 1996.

/s/ COOPERS & LYBRAND L.L.P.

Jacksonville, Florida
November 6, 1996

<PAGE>

EXHIBIT 23.3

[LETTERHEAD OF MCGLADREY & PULLEN, L.L.P. APPEARS HERE]

CONSENT OF INDEPENDENT AUDITOR

We consent to the incorporation by reference in this Registration Statement of
AccuStaff Incorporated on Form S-8 and related Prospectus of our report dated
November 29, 1995 (relating to the financial statements of Computer
Professionals, Inc.), included in the Current Report on Form 8-K/A of AccuStaff
Incorporated dated October 31, 1995.

/s/ McGladrey & Pullen, LLP

Charlotte, North Carolina
November 4, 1996

<PAGE>

EXHIBIT 23.4

CONSENT OF BERTRAM, VALLEZ, KAPLAN & TALBOT, LTD.

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion of our report dated November 28, 1995 (relating
to the Advance/Possis Technical Services, Inc. Financial Statements for the
years ended September 30, 1995 and 1994), included in the Current Report on Form
8-K of AccuStaff Incorporated dated December 13, 1995 in the Registration
Statement and related Prospectus of AccuStaff Incorporated on Form S-8.

/s/ Bertram, Vallez, Kaplan & Talbot, Ltd.

Minneapolis, Minnesota
November 1, 1996

<PAGE>

EXHIBIT 23.5
[LETTERHEAD OF STADTLER, ROSENBLUM & SARIS APPEARS HERE]

CONSENT OF STADLER, ROSENBLUM & SARIS

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion of our reports dated March 1, 1996 and December
15, 1995 (relating to the financial statement of Goldfarb-Wasson Associates,
Inc. & GW Temporaries, Inc. dba GW Consulting as of December 31, 1995 and for
the nine months in the period ended December 31, 1995 and March 31, 1995 and
1994 and for each of the two years in the period ended March 31, 1995), included
in the Current Report on Form 8-K of AccuStaff Incorporated dated January 2,
1996 in the Registration Statement and related Prospectus of AccuStaff
Incorporated on Form S-8.

/s/ Stadler, Rosenblum & Saris
- ------------------------------
Stadler, Rosenblum & Saris
October 31, 1996

<PAGE>

EXHIBIT 23.6

[LETTERHEAD OF NYHAN & MAZZA, P.C. APPEARS HERE]

Consent of Independent Accountants

We consent to the inclusion of our report dated March 27, 1996 relating to
Additional Technical Support, Inc. and Affiliates for the years ended July 31,
1995 and July 31, 1994, included in the Current Report on Form 8-K of AccuStaff
Incorporated dated February 20, 1996 in the Registration Statement and related
Prospectus of AccuStaff Incorporated on Form S-8.

/s/ Nyhan & Mazza, P.C.
- -----------------------
Nyhan & Mazza, P.C.
November 1, 1996

<PAGE>

EXHIBIT 23.7

[LETTERHEAD OF DENNIS I. BERNER APPEARS HERE]

Consent of Independent Accountant
- ---------------------------------

I consent to the incorporation by reference in the registration statement of
AccuStaff Incorporated on Form S-8 of my report dated January 26, 1996, on my
audit of the financial statements of Career Enhancement International, Inc. as
of December 31, 1995 and for the year then ended, included in the Current Report
on Form 8-K of AccuStaff Incorporated dated September 16, 1996.

/s/ Dennis I. Berner, CPA

Winter Park, Florida
November 1, 1996

<PAGE>
EXHIBIT 23.8

[LETTERHEAD OF BEERS & CUTLER PLLC APPEARS HERE]

CONSENT OF BEERS & CUTLER PLLC

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the registration statement of
AccuStaff incorporated on Form S-8 of our report dated February 20, 1996, on our
audit of the financial statements of Perspective Technology Corporation as of
December 31, 1995 and for the year then ended included in the Current Report on
Form 8-K of AccuStaff Incorporated dated September 16, 1996.

/s/ Beers & Cutler PLLC

Washington, D.C.
October 31, 1996