8-K

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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): October 28, 1998


                           ROMAC INTERNATIONAL, INC.
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             (Exact name of registrant as specified in its charter)



                                            
                                                                                  
           Florida                                    0-26058                              59-3264661
- ----------------------------                   ----------------------                   --------------------
(State or other jurisdiction                  (Commission File Number)                     (IRS Employer
      of incorporation)                                                                 Identification No.)



           120 West Hyde Park Place, Suite 150, Tampa, Florida 33606
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             (Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code:     (813) 251-1700
                                                   ---------------------------- 

                                      N/A
- -------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)





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ITEM 5.         OTHER EVENTS

      Effective October 28, 1998, the Board of Directors of Romac
International, Inc. (the "Company") adopted a Shareholder Rights Plan (the
"Rights Plan"). The purpose of the Rights Plan is to deter certain coercive
takeover tactics and enable the Board of Directors to represent effectively the
interests of the Company, its shareholders, and its other constituencies. The
Rights Plan will not deter negotiated mergers or business combinations that the
Board of Directors determines to be in the best interests of the Company, its
shareholders, and its other constituencies.

      To implement the Rights Plan, the Board of Directors authorized the
issuance of one right ("Right") for each outstanding share of common stock, par
value $.01 per share (the "Common Stock"), of the Company to shareholders of
record at the close of business on October 28, 1998. When exercisable, each
Right will entitle the registered holder to purchase from the Company one share
of Common Stock at a price of $125 (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement between the Company and State Street Bank and Trust Company, as
Rights Agent, dated as of October 28, 1998 (the "Rights Agreement").

      Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate certificates for the
Rights ("Rights Certificates") will be distributed. The Rights will separate
from the Common Stock and a Distribution Date will occur upon the earliest of
(i) 10 days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding shares of Common Stock (the "Stock Acquisition Date") or (ii) 10
business days following the commencement of a tender offer or exchange offer
that would result in the beneficial ownership by a person or group of 15% or
more of such outstanding shares of Common Stock.

      Until the Distribution Date, (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with such
Common Stock certificates, (ii) new Common Stock certificates issued after
October 28, 1998 will contain a notation incorporating the Rights Agreement by
reference, and (iii) the surrender for transfer of any certificates for Common
Stock outstanding will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate.

      The Rights are not exercisable until the Distribution Date and will
expire at the close of business on October 28, 2008, unless earlier redeemed by
the Company as described below.

      As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board of Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.

      If any person (other than an Exempt Person, as defined in the Rights
Agreement) becomes the beneficial owner of 15% or more of the then outstanding
shares of Common Stock (except pursuant to an offer for all outstanding shares
of Common Stock determined by the Board of Directors to be fair to and
otherwise in the best interests of the Company and its shareholders), each
holder of a Right will thereafter have the right to receive, upon exercise
thereof, the number of shares of Common Stock (or, in certain circumstances,
cash, property, or other securities of the Company or a reduction in the
purchase price) having a value equal to two times the exercise price of the
Right. Notwithstanding any of the foregoing, following the occurrence of the
event described above, all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any Acquiring
Person will be void. The Rights, are not, however, exercisable following the
occurrence of the event set forth above until such time as the Rights are no
longer redeemable by the Company, as set forth below. David L. Dunkel, CEO of
the Company and currently the beneficial owner of 8.0% of the Company's Common
Stock, is classified as an Exempt Person in the Rights Agreement.

      For example, at an exercise price of $125, each Right not owned by an
Acquiring Person (or by certain related parties) following an event set forth
in the preceding paragraph would entitle its holder to purchase $250 worth of
Common Stock (or other consideration, as noted above) for $125. Assuming that
the Common Stock had a per share market value of $50 at such time, the holder
of each valid Right would be entitled to purchase 5 shares of Common Stock for
$125.


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      If at any time following the Stock Acquisition Date, (i) the Company is
acquired in a merger or other business combination transaction in which the
Company is not the surviving corporation (other than pursuant to a tender offer
or exchange offer for all outstanding shares of Common Stock determined by the
Board of Directors to be fair to and otherwise in the best interests of the
Company and its shareholders), or (ii) more than 50% of the Company's assets or
earning power is sold or transferred, each holder of a Right (except Rights
that previously have been voided as set forth above) shall thereafter have the
right to receive, upon exercise, common stock of the acquiring company having a
value equal to two times the exercise price of the Right. If the Rights cannot
be exercised for common stock of the acquiring company as set forth above,
Right holders will be entitled to put the Rights to the acquiring company for
cash equal to the exercise price of the Rights. The events described in this
paragraph and in the second preceding paragraph are referred to as the
"Triggering Events."

      The Purchase Price payable, and the number of shares of Common Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination, or reclassification of, the Common
Stock, (ii) if holders of the Common Stock are granted certain rights or
warrants to subscribe for Common Stock or convertible securities at less than
the current market price of the Common Stock, or (iii) upon the distribution to
holders of the Common Stock of evidences of indebtedness or assets (excluding
regular quarterly cash dividends) or of subscription rights or warrants (other
than those referred to above).

      With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least one percent of the
Purchase Price. No fractional share of Common Stock will be issued and, in lieu
thereof, an adjustment in cash will be made based on the market price of the
Common Stock on the last trading date prior to the date of exercise.

      At any time until ten days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of $.01 per
Right, payable in cash, or shares of Common Stock or other consideration deemed
appropriate by the Board of Directors. Immediately upon the action of the Board
of Directors ordering redemption of the Rights, the Rights will terminate and
the only right of the holders of Rights will be to receive the $.01 redemption
price.

      At any time after any Person becomes an Acquiring Person and before the
acquisition by such Person of 50% or more of the outstanding shares of Common
Stock, the Board of Directors of the Company may exchange the Rights (other
than Rights owned by such person or group that will have become void), in whole
or in part, at an exchange ratio of one share of Common Stock per Right
(subject to adjustment).

      Until a Right is exercised, the holder of the Right, as such, will have
no rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to shareholders or to the Company, shareholders may,
depending upon the circumstances, recognize taxable income in the event that
the Rights become exercisable for Common Stock (or other consideration) of the
Company or for common stock of the acquiring company as set forth above.

      Other than provisions relating to the principal economic terms of the
Rights, any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company before the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board of Directors in order to cure any ambiguity, to make changes that do not
adversely affect the interests of holders of Rights (excluding the interests of
any Acquiring Person), or to shorten or lengthen any time period under the
Rights Agreement; however, no amendment to adjust the time period governing
redemption shall be made at such time as the Rights are not redeemable.

      The form of the Rights Agreement is included as Exhibit 4.1 hereto. A
copy of the Rights Agreement is available free of charge from the Company to
any shareholder of the Company. The above description of the Rights does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, which is incorporated herein by reference.




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ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

      (c)  Exhibits.




  EXHIBIT
    NO.             DESCRIPTION
  --------          -----------
                
     4.1       -    Rights Agreement, dated as of October 28, 1998, between the Company and State Street
                    Bank and Trust Company as Rights Agent, which includes the form of the Rights Certificate
                    as Exhibit A, and the Summary of Rights to Purchase Common Stock as Exhibit B.

    99.1       -    Press Release, dated October 28, 1998, announcing the adoption of the Shareholder Rights
                    Plan.





                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date:  October 29, 1998                     ROMAC INTERNATIONAL, INC.
                                            (Registrant)



                                            By: /s/  DAVID L. DUNKEL  
                                                ----------------------------- 
                                                David L. Dunkel
                                                Chief Executive Officer



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                                 EXHIBIT INDEX

                           ROMAC INTERNATIONAL, INC.

                           Current Report on Form 8-K
                             Dated October 28, 1998




  EXHIBIT
    NO.             DESCRIPTION
  --------          ------------
                   
    4.1        -    Rights Agreement, dated as of October 28, 1998, between the Company and State Street
                    Bank and Trust Company as Rights Agent, which includes the form of the Rights Certificate
                    as Exhibit A, and the Summary of Rights to Purchase Common Stock as Exhibit B.

   99.1        -    Press Release, dated October 28, 1998, announcing the adoption of the Shareholder Rights
                    Plan.










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EX-4.1

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                                                                     Exhibit 4.1

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                            ROMAC INTERNATIONAL, INC.


                                       and


                       STATE STREET BANK AND TRUST COMPANY

                                  Rights Agent


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



                                RIGHTS AGREEMENT

                          Dated as of October 28, 1998





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                                TABLE OF CONTENTS



                                                                                                                 Page
                                                                                                              
         Section 1.  Certain Definitions........................................................................  1

         Section 2.  Appointment of Rights Agent................................................................  5

         Section 3.  Issue of Rights Certificates...............................................................  5

         Section 4.  Form of Rights Certificates................................................................  6

         Section 5.  Countersignature and Registration..........................................................  7

         Section 6.  Transfer, Split Up, Combination, and Exchange of Rights Certificates:
               Mutilated, Destroyed, Lost, or Stolen Rights Certificates........................................  8

         Section 7.  Exercise of Rights; Purchase Price; Expiration Date of Rights..............................  9

         Section 8.  Cancellation and Destruction of Rights Certificates........................................ 11

         Section 9.  Reservation and Availability of Capital Stock.............................................. 11

         Section 10.  Common Stock Record Date.................................................................. 12

         Section 11.  Adjustment of Purchase Price, Number and Kind of Shares, or
               Number of Rights................................................................................. 13

         Section 12.  Certificate of Adjusted Purchase Price or Number of Shares................................ 20

         Section 13.  Consolidation, Merger, or Sale or Transfer of Assets or Earning
               Power............................................................................................ 21

         Section 14.  Fractional Rights and Fractional Shares................................................... 23

         Section 15.  Rights of Action.......................................................................... 24

         Section 16.  Agreement of Rights Holders............................................................... 25

         Section 17.  Rights Certificate Holder Not Deemed a Shareholder........................................ 25

         Section 18.  Concerning the Rights Agent............................................................... 26



                                       -i-

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                                                                                                                 Page
                                                                                                              
         Section 19.  Merger or Consolidation or Change of Name of Rights Agent................................. 26

         Section 20.  Duties of Rights Agent.................................................................... 27

         Section 21.  Change of Rights Agent.................................................................... 29

         Section 22.  Issuance of New Rights Certificates....................................................... 30

         Section 23.  Redemption and Termination................................................................ 30

         Section 24.  Exchange.................................................................................. 31

         Section 25.  Notice of Certain Events.................................................................. 33

         Section 26.  Notices................................................................................... 33

         Section 27.  Supplements and Amendments................................................................ 34

         Section 28.  Successors................................................................................ 35

         Section 29.  Determinations and Actions by the Board of Directors, etc................................. 35

         Section 30.  Benefits of this Agreement................................................................ 35

         Section 31.  Severability.............................................................................. 36

         Section 32.  Governing Law............................................................................. 36

         Section 33.  Counterparts.............................................................................. 36

         Section 34.  Descriptive Headings...................................................................... 36




Exhibit A -- Form of Rights Certificate
Exhibit B -- Summary of Rights to Purchase Common Stock

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                                RIGHTS AGREEMENT

         RIGHTS AGREEMENT, dated as of October 28, 1998 (the "Agreement"),
between ROMAC INTERNATIONAL, INC., a Florida corporation (the "Company"), and
STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the "Rights
Agent").

         Effective October 28, 1998 (the "Rights Dividend Declaration Date"),
the Board of Directors of the Company authorized and declared a dividend
distribution of one Right for each share of common stock, par value $.01 per
share, of the Company (the "Common Stock") outstanding at the close of business
on October 28, 1998 (the "Record Date"), and has authorized the issuance of one
Right (as adjusted pursuant to the provisions of Section 11(p)) for each share
of Common Stock issued between the Record Date and the Distribution Date (as
defined below), each Right initially representing the right to purchase one
share of Common Stock upon the terms and subject to the conditions set forth
herein (the "Rights").

         Accordingly, in consideration of the premises and the mutual agreements
set forth in this Agreement, the parties agree as follows:

         Section 1. Certain Definitions. For purposes of this Agreement, the
following terms have the meanings indicated:

         (a) "Acquiring Person" means any Person (as other than an Exempt
Person) who, together with all Affiliates and Associates (as such terms are
defined below) of such Person, is the Beneficial Owner of 15% or more of the
shares of Common Stock then outstanding. Notwithstanding the foregoing, if the
Board of Directors of the Company determines in good faith that a Person who
would otherwise be an "Acquiring Person," as defined pursuant to the foregoing
provisions of this paragraph, (a) has become such inadvertently, and such Person
divests as promptly as practicable a sufficient number of shares of Common Stock
so that such Person would no longer be an "Acquiring Person," as defined
pursuant to the foregoing provisions of this paragraph (a), then such Person
shall not be deemed to be an "Acquiring Person" for any purposes of this
Agreement.

         (b) "Adjustment Share Amount" shall have the meaning set forth in
Section 11(a)(ii).

         (c) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended (the "Exchange Act").

         (d) A Person shall be deemed the "Beneficial Owner" of, and shall be
deemed to "beneficially own," any securities:



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                  (i) that such Person or any of such Person's Affiliates or
Associates, directly or indirectly, has the right to acquire (whether such right
is exercisable immediately or only after the passage of time) pursuant to any
agreement, arrangement or understanding (whether or not in writing) or upon the
exercise of conversion rights, exchange rights, rights, warrants or options, or
otherwise. A Person shall not, however, be deemed the "Beneficial Owner" of, or
to "beneficially own," (A) securities tendered pursuant to a tender or exchange
offer made by such Person or any of such Person's Affiliates or Associates until
such tendered securities are accepted for purchase or exchange, or (B)
securities issuable upon exercise of Rights at any time prior to the occurrence
of a Triggering Event, or (C) securities issuable upon exercise of Rights from
and after the occurrence of a Triggering Event if the Rights were acquired by
such Person or any of such Person's Affiliates or Associates prior to the
Distribution Date or pursuant to Section 3(a) or Section 22 (the "Original
Rights") or pursuant to Section 11(i) in connection with an adjustment made with
respect to any Original Rights;

                  (ii) that such Person or any of such Person's Affiliates or
Associates, directly or indirectly, has the right to vote or dispose of or has
"beneficial ownership" of (as determined pursuant to Rule 13d-3 of the General
Rules and Regulations under the Exchange Act), including pursuant to any
agreement, arrangement or understanding, whether or not in writing; provided,
however, that a Person shall not be deemed, the "Beneficial Owner" of, or to
"beneficially own," any security under this subparagraph (ii) as a result of an
agreement, arrangement, or understanding to vote such security if such
agreement, arrangement, or understanding: (A) arises solely from a revocable
proxy given in response to a public proxy or consent solicitation made pursuant
to, and in accordance with, the applicable provisions of the General Rules and
Regulations under the Exchange Act, and (B) is not also then reportable by such
Person on Schedule 13D under the Exchange Act (or any comparable or successor
report); or

                  (iii) that are beneficially owned, directly or indirectly, by
any other Person (or any Affiliate or Associate thereof) with which such Person
(or any of such Person's Affiliates or Associates) has any agreement,
arrangement or understanding (whether or not in writing), for the purpose of
acquiring, holding, voting (except pursuant to a revocable proxy as described in
the proviso to subparagraph (ii) of this paragraph (d)) or disposing of any
voting securities of the Company. Nothing in this paragraph (d), however, shall
cause a person engaged in business as an underwriter of securities to be the
"Beneficial Owner" of, or to "beneficially own," any securities acquired through
such person's participation in good faith in a firm commitment underwriting
until the expiration of forty days after the date of such acquisition.

         (e) "Business Day" means any day other than a Saturday, Sunday, or a
day on which banking institutions in The Commonwealth of Massachusetts is
authorized or obligated by law or executive order to close.


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         (f) "Close of business" on any given date means 5:00 p.m., eastern
time, on such date. If such date is not a Business Day, however, it means 5:00
p.m., eastern time, on the next succeeding Business Day.

         (g) "Common Stock" means the common stock, par value $.01 per share, of
the Company, except that "common stock" when used with reference to any Person
other than the Company means the capital stock of such Person with the greatest
voting power, or the equity securities or other equity interest having power to
control or direct the management, of such Person.

         (h) "Current market price" shall have the meaning set forth in Section
11(d).

         (i) "Current Value" shall have the meaning set forth in Section
11(a)(iii).

         (j) "Distribution Date" shall have the meaning set forth in Section
3(a).

         (k) "Equivalent Common Stock" shall have the meaning set forth in
Section 11(b).

         (l) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         (m) "Exchange Ratio" shall have the meaning set forth in Section 24(a).

         (n) "Exempt Person" means the Company, any subsidiary of the Company,
any employee benefit plan of the Company or of any subsidiary of the Company or
any Person or entity organized, appointed, or established by the Company for or
pursuant to the terms of any such plan, and David L. Dunkel.

         (o) "Expiration Date" shall have the meaning set forth in Section 7(a).

         (p) "Final Expiration Date" shall have the meaning set forth in Section
7(a).

         (q) "NASDAQ" means the National Association of Securities Dealers, Inc.
Automated Quotation System.

         (r) "Original Rights" shall have the meaning set forth in Section
1(d)(i).

         (s) "Person" means any individual, firm, corporation, partnership, or
other entity.

         (t) "Principal Party" shall have the meaning set forth in Section
13(b).

         (u) "Purchase Price" shall have the meaning set forth in Section 4(a).


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         (v) "Record Date" shall have the meaning set forth in the preface at
the beginning of this Agreement.

         (w) "Redemption Price" shall have the meaning set forth in Section
23(a).

         (x) "Rights" shall have the meaning set forth in the preface at the
beginning of this Agreement.

         (y) "Rights Certificates" shall have the meaning set forth in Section
3(a).

         (z) "Rights Dividend Declaration Date" shall have the meaning set forth
in the preface at the beginning of this Agreement.

         (aa) "Section 11(a)(ii) Event" means any event described in Section
11(a)(ii).

         (ab) "Section 11(a)(ii) Trigger Date" shall have the meaning set forth
in Section 11(a)(iii).

         (ac) "Section 13 Event" means any event described in clauses (x), (y)
or (z) of Section 13(a).

         (ad) "Securities Act" means the Securities Act of 1933, as amended.

         (ae) "Spread" shall have the meaning set forth in Section 11(a)(iii).

         (af) "Stock Acquisition Date" means the first date of public
announcement (that, for purposes of this definition, shall include, a report
filed pursuant to the Exchange Act) by the Company or an Acquiring Person that
an Acquiring Person has become an Acquiring Person.

         (ag) "Subsidiary" means, with reference to any Person, any corporation
of which an amount of voting securities sufficient to elect at least a majority
of the directors of such corporation is beneficially owned, directly or
indirectly, by such Person, or otherwise controlled by such Person.

         (ah) "Substitution Period" shall have the meaning set forth in Section
11(a)(iii).

         (ai) "Summary of Rights" shall have the meaning set forth in Section
3(b).

         (aj) "Trading Day" shall have the meaning set forth in Section 11(d).

         (ak) "Triggering Event" means any Section 11(a)(ii) Event or any
Section 13 Event.


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         Section 2. Appointment of Rights Agent. The Company hereby appoints the
Rights Agent to act as agent for the Company and the holders of the Rights (who,
in accordance with Section 3 shall prior to the Distribution Date also be the
holders of Common Stock) in accordance with the terms and conditions of this
Agreement, and the Rights Agent hereby accepts such appointment. The Company may
from time to time appoint such Co-Rights Agents as it may deem necessary or
desirable, upon 10 days prior written notice to the Rights Agent. The Rights
Agent shall have no duty to supervise, and shall in no event be liable for, the
acts or omissions of any such co-Rights Agent.

         Section 3.  Issue of Rights Certificates.

         (a) Until the earliest of (i) the close of business on the tenth day
after the Stock Acquisition Date (or, if the tenth day after the Stock
Acquisition Date occurs before the Record Date, the close of business on the
Record Date) or (ii) the close of business on the tenth Business Day (or such
later date as may be determined by the Company's Board of Directors) after the
date that a tender or exchange offer by any Person (other than an Exempt Person)
is first published or sent or given within the meaning of Rule 14d-2(a) of the
General Rules and Regulations under the Exchange Act, if upon consummation
thereof, such Person (other than an Exempt Person) would be the Beneficial Owner
of 15% or more of the shares of Common Stock then outstanding (the earlier of
(i) and (ii) are referred to in this Agreement as the "Distribution Date"), (x)
the Rights will be evidenced (subject to the provisions of paragraph (b) of this
Section 3 by the outstanding certificates for the Common Stock and not by
separate certificates, and (y) the Rights will be transferable only in
connection with the transfer of the underlying shares of Common Stock (including
a transfer to the Company). As soon as practicable after the Distribution Date,
the Rights Agent will send by first-class, insured, postage-prepaid mail, to
each record holder of the Common Stock as of the close of business on the
Distribution Date, at the address of such holder shown on the records of the
Company, one or more right certificates, in substantially the form of Exhibit A
(the "Rights Certificates"), evidencing one Right for each share of Common Stock
so held, subject to adjustment as provided in this Agreement. If an adjustment
in the number of Rights per share of Common Stock has been made pursuant to
Section 11(p), at the time of distribution of the Rights Certificates, the
Company shall make the necessary and appropriate rounding adjustments (in
accordance with Section 14(a)) so that Rights Certificates representing only
whole numbers of Rights are distributed and cash is paid in lieu of any
fractional Rights. As of the Distribution Date, the Rights will be evidenced
solely by such Rights Certificates.

         (b) As promptly as practicable following the Record Date, the Company
will send a copy of a summary of Rights, in substantially the form of Exhibit B
(the "Summary of Rights"), by first-class, postage-prepaid mail, to each record
holder of the Common Stock as of the close of business on the Record Date, at
the address of such holder shown on the records of the Company. With respect to
certificates for the

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Common Stock outstanding as of the Record Date, until the Distribution Date, the
Rights will be evidenced by such certificates for the Common Stock and the
registered holders of the Common Stock shall also be the registered holders of
the associated Rights. Until the earlier of the Distribution Date or the
Expiration Date, the transfer of any certificates representing shares of Common
Stock in respect of which Rights have been issued shall also constitute the
transfer of the Rights associated with such shares of Common Stock.

         (c) Rights shall be issued in respect of all shares of Common Stock
that are issued after the Record Date but prior to the earlier of the
Distribution Date or the Expiration Date. Certificates representing such shares
of Common Stock shall also be deemed to be certificates for Rights, and shall
bear the following legend:

         This certificate also evidences and entitles the holder hereof to
         certain Rights as set forth in the Rights Agreement between ROMAC
         INTERNATIONAL, INC. (the "Company") and STATE STREET BANK AND TRUST
         COMPANY (the "Rights Agent") dated as of October 28, 1998 (the "Rights
         Agreement"), the terms of which are incorporated herein by reference
         and a copy of which is on file at the principal offices of the Company.
         Under circumstances described in the Rights Agreement, such Rights will
         be evidenced by separate certificates and will no longer be evidenced
         by this certificate. The Company will mail to the holder of this
         certificate a copy of the Rights Agreement, without charge promptly
         after receipt of a written request therefor. Under circumstances
         described in the Rights Agreement, Rights issued to, or held by, any
         Person who is, was, or becomes an Acquiring Person or any Affiliate or
         Associate thereof (as those terms are defined in the Rights Agreement),
         whether currently held by or on behalf of such Person or by any
         subsequent holder, may become null and void.

         With respect to certificates containing the foregoing legend, until the
earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights
associated with the Common Stock represented by them shall be evidenced by the
certificates alone and registered holders of Common Stock shall also be the
registered holders of the associated Rights, and the transfer of any of such
certificates shall also constitute the transfer of the Rights associated with
the Common Stock represented by such certificates.

         Section 4.  Form of Rights Certificates.

         (a) The Rights Certificates (and the forms of election to purchase and
of assignment to be printed on the reverse thereof) shall each be substantially
in the form set forth in Exhibit A and may have such marks of identification or
designation and such legends, summaries, or endorsements printed thereon as the
Company may deem

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appropriate and as are not inconsistent with the provisions of this Agreement,
or as may be required to comply with applicable law or rule or with any rule of
any stock exchange on which the Rights may from time to time be listed, or to
conform to usage. Subject to the provisions of Section 11 and Section 22, the
Rights Certificates, whenever distributed, shall be dated as of the Record Date
and on their face shall entitle the holders thereof to purchase such number of
shares of Common Stock as shall be set forth therein at the price set forth
therein (such exercise price per share, the "Purchase Price"), but the amount
and type of securities purchasable upon the exercise of each Right and the
Purchase Price thereof shall be subject to adjustment as provided in this
Agreement.

         (b) Any Rights Certificate issued pursuant to Section 3(a) or Section
22 that represents Rights beneficially owned by: (i) an Acquiring Person or any
Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring
Person (or of any such Associate or Affiliate) who becomes a transferee after
the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person
(or of any such Associate or Affiliate) who becomes a transferee prior to or
concurrently with the Acquiring Person becoming such and receives such Rights
pursuant to either (A) a transfer (whether or not for consideration) from the
Acquiring Person to holders of equity interests in such Acquiring Person or to
any Person with whom such Acquiring Person has any continuing agreement,
arrangement, or understanding regarding the transferred Rights or (B) a transfer
that the Board of Directors has determined is part of a plan, arrangement, or
understanding that has as a primary purpose or effect avoidance of Section 7(e),
and any Rights Certificate issued pursuant to Section 6 or Section 11 upon
transfer, exchange, replacement, or adjustment of any other Rights Certificate
referred to in this sentence, shall contain (to the extent feasible) the
following legend:

         The Rights represented by this Rights Certificate are or were
         beneficially owned by a Person who was or became an Acquiring Person or
         an Affiliate or Associate of an Acquiring Person (as such terms are
         defined in the Rights Agreement). Accordingly, this Rights Certificate
         and the Rights represented hereby may become null and void in the
         circumstances specified in Section 7(e) of such agreement.

         Section 5.  Countersignature and Registration.

         (a) The Rights Certificates shall be executed on behalf of the Company
by its Chairman of the Board, its President, or any Vice President, either
manually or by facsimile signature, and shall have affixed thereto the Company's
seal or a facsimile thereof that shall be attested by the Secretary or an
Assistant Secretary of the Company, either manually or by facsimile signature.
The Rights Certificates shall be manually countersigned by the Rights Agent and
shall not be valid for any purpose unless so countersigned. If an officer of the
Company signs any of the Rights Certificates and then ceases to be an officer of
the Company before countersignature

                                        7

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by the Rights Agent and issuance and delivery by the Company, such Rights
Certificates nevertheless may be countersigned by the Rights Agent and issued
and delivered by the Company with the same effect as though the person who
signed such Rights Certificates had not ceased to be an officer of the Company.
Any Rights Certificates may be signed on behalf of the Company by any person who
is a proper officer of the Company to sign such Rights Certificate at the actual
date of the execution of such Rights Certificate.

         (b) Following the Distribution Date, the Rights Agent will keep at its
office, designated as the appropriate place for surrender of Rights Certificates
upon exercise or transfer, books for registration and transfer of the Rights
Certificates issued under this Agreement. Those books shall show the names and
addresses of the respective holders of the Rights Certificates, the number of
Rights evidenced on its face by each of the Rights Certificates, and the date of
each of the Rights Certificates.

         Section 6. Transfer, Split Up, Combination, and Exchange of Rights
Certificates: Mutilated, Destroyed, Lost, or Stolen Rights Certificates.

         (a) Subject to the provisions of Section 4(b), Section 7(e), and
Section 14, at any time after the close of business on the Distribution Date,
and at or before the close of business on the Expiration Date, any Rights
Certificate or Certificates may be transferred, split up, combined, or exchanged
for another Rights Certificate or Certificates, entitling the registered holder
to purchase a like number of shares of Common Stock (or, following a Triggering
Event, other securities, cash, or other assets, as the case may be) as the
Rights Certificate or Certificates surrendered then entitle such holder (or
former holder in the case of a transfer) to purchase. Any registered holder
desiring to transfer, split up, combine, or exchange any Rights Certificate or
Certificates shall make such request in writing delivered to the Rights Agent,
and shall surrender the Rights Certificate or Certificates to be transferred,
split up, combined, or exchanged at the principal office or offices of the
Rights Agent designated for such purpose. Neither the Rights Agent nor the
Company shall be obligated to take any action whatsoever with respect to the
transfer of any such surrendered Rights Certificate until the registered holder
shall have completed and signed the certificate contained in the form of
assignment on the reverse side of such Rights Certificate and shall have
provided such additional evidence of the identity of the Beneficial Owner (or
former Beneficial Owner) or Affiliates or Associates thereof as the Company
shall reasonably request. Thereupon the Rights Agent shall, subject to Section
4(b), Section 7(e), and Section 14, countersign and deliver to the Person
entitled thereto a Rights Certificate or Certificates, as the case may be, as so
requested. The Company may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any transfer,
split up, combination, or exchange of Rights Certificates.


                                        8

   12



         (b) Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction, or mutilation
of a Rights Certificate, and, in case of loss, theft, or destruction, of
indemnity or security reasonably satisfactory to them, and reimbursement to the
Company and the Rights Agent of all reasonable expenses incidental thereto, and
upon surrender to the Rights Agent and cancellation of the Rights Certificate if
mutilated, the Company will execute and deliver a new Rights Certificate of like
tenor to the Rights Agent for countersignature and delivery to the registered
owner in lieu of the Rights Certificate so lost, stolen, destroyed, or mutilated

         Section 7. Exercise of Rights; Purchase Price; Expiration Date of
                    Rights.

         (a) Subject to Section 7(e), the registered holder of any Rights
Certificate may exercise the Rights evidenced thereby (except as this Agreement
otherwise provides, including restricting exercisability as described in Section
9(c) and Section 23(a)), in whole or in part at any time after the Distribution
Date upon surrender of the Rights Certificate, with the form of election to
purchase and the certificate on the reverse side of the Rights Certificate duly
executed, to the Rights Agent at the principal office or offices of the Rights
Agent designated for such purpose, together with payment of the aggregate
Purchase Price with respect to the total number of shares of Common Stock (or
other securities, cash, or assets, as the case may be) as to which such
surrendered Rights are then exercisable, at or before the earlier of (i) the
close of business on October 28, 2008 (the "Final Expiration Date"), (ii) the
time at which the Rights are redeemed as provided in Section 23, or (iii) the
time at which such Rights are exchanged as provided in Section 24 (the earlier
of (i), (ii), or (iii) are referred to in this Agreement as the "Expiration
Date").

         (b) The Purchase Price for each share of Common Stock pursuant to the
exercise of a Right shall initially be $125.00, and shall be subject to
adjustment from time to time as provided in Sections 11 and 13(a) and shall be
payable in accordance with paragraph (c) below.

         (c) Upon receipt of a Rights Certificate representing exercisable
Rights with the form of election to purchase and the certificate duly executed,
accompanied by payment with respect to each Right so exercised of the Purchase
Price per share of Common Stock (or other securities, cash or assets, as the
case may be) to be purchased as set forth below and an amount equal to any
applicable transfer tax, the Rights Agent shall, subject to Section 20(k),
thereupon promptly (i) (A) requisition from any transfer agent of the shares of
Common Stock (or make available, if the Rights Agent is the transfer agent for
such shares) certificates for the total number of shares of Common Stock to be
purchased (and the Company hereby irrevocably authorizes its transfer agent to
comply with all such requests), or (B) if the Company shall have elected to
deposit the total number shares of Common Stock issuable upon exercise of the
Rights under this Agreement with a depositary agent, requisition from the
depositary agent

                                        9

   13



depositary receipts representing such number of shares of Common Stock as are to
be purchased (in which case certificates for the shares of Common Stock
represented by such receipts shall be deposited by the transfer agent with the
depositary agent) and the Company will direct the depositary agent to comply
with such request, (ii) requisition from the Company the amount of cash, if any,
to be paid in lieu of fractional shares in accordance with Section 14, (iii)
after receipt of such certificates or depositary receipts, cause the same to be
delivered to or upon the order of the registered holder of such Rights
Certificate, registered in such name or names as may be designated by such
holder, and (iv) after receipt thereof, deliver such cash, if any, to or upon
the order of the registered holder of such Rights Certificate. The payment of
the Purchase Price (as such amount may be reduced pursuant to Section 11
(a)(iii)) shall be made in cash or by certified bank check or bank draft payable
to the Company. If the Company is obligated to issue other securities of the
Company, pay cash, or distribute other property pursuant to Section 11(a), the
Company will make all arrangements necessary so that such other securities,
cash, or other property are available for distribution by the Rights Agent, if
and when appropriate.

         (d) If the registered holder of any Rights Certificate shall exercise
fewer than all the Rights evidenced thereby, the Rights Agent shall issue and
deliver a new Rights Certificate evidencing Rights equivalent to the Rights
remaining unexercised to, or upon the order of, the registered holder of such
Rights Certificate, registered in such name or names as may be designated by
such holder, subject to the provisions of Section 14.

         (e) Notwithstanding anything in this Agreement to the contrary, after
the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned
by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person,
(ii) a transferee of an Acquiring Person (or of any Associate or Affiliate
thereof) who becomes a transferee after the Acquiring Person becomes such, or
(iii) a transferee of an Acquiring Person (or of any Associate or Affiliate
thereof) who becomes a transferee before or concurrently with the Acquiring
Person's becoming such and receives such Rights pursuant to either (A) a
transfer (whether or not for consideration) from the Acquiring Person to holders
of equity interests in such Acquiring Person or to any Person with whom the
Acquiring Person has any continuing agreement, arrangement, or understanding
regarding the transferred Rights or (B) a transfer that the Board of Directors
of the Company has determined is part of a plan, arrangement, or understanding
that has the avoidance of this Section 7(e) as a primary purpose or effect,
shall become null and void without any further action and no holder of such
Rights shall have any rights whatsoever with respect to such Rights, whether
under any provision of this Agreement or otherwise. The Company shall use all
reasonable efforts to ensure that the provisions of this Section 7(e) and
Section 4(b) are complied with, but shall have no liability to any holder of
Rights Certificates or other Person as a result of its failure to make any
determinations with respect to an Acquiring Person, or their respective
Affiliates, Associates, or transferees under this Agreement.

                                       10

   14




         (f) Notwithstanding anything in this Agreement to the contrary, neither
the Rights Agent nor the Company shall be obligated to undertake any action with
respect to a registered holder upon the occurrence of any purported exercise as
set forth in this Section 7 unless such registered holder shall have (i)
completed and signed the certificate contained in the form of election to
purchase set forth on the reverse side of the Rights Certificate surrendered for
such exercise and (ii) provided such additional evidence of the identity of the
Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates
thereof as the Company shall reasonably request.

         Section 8. Cancellation and Destruction of Rights Certificates. All
Rights Certificates surrendered for the purpose of exercise, transfer, split up,
combination, or exchange shall, if surrendered to the Company or any of its
agents, be delivered to the Rights Agent for cancellation or in cancelled form,
or, if surrendered to the Rights Agent, shall be cancelled by it, and no Rights
Certificates shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Agreement. The Company shall deliver to the Rights
Agent for cancellation and retirement, and the Rights Agent shall so cancel and
retire, any other Rights Certificate purchased or acquired by the Company
otherwise than upon the exercise thereof. The Rights Agent shall deliver all
cancelled Rights Certificates to the Company, or shall, at the written request
of the Company, destroy such cancelled Rights Certificates, and in such case
shall deliver a certificate of destruction thereof to the Company.

         Section 9. Reservation and Availability of Capital Stock.

         (a) The Company agrees that it will reserve out of its authorized and
unissued Common Stock the number of shares of Common Stock that will be
sufficient to permit the exercise in full of all outstanding Rights.

         (b) So long as the shares of Common Stock issuable upon the exercise of
Rights may be listed on any national securities exchange, the Company shall use
its best efforts to cause, from and after such time as the Rights become
exercisable, all shares of Common Stock reserved for such issuance to be listed
on such exchange upon official notice of issuance upon such exercise.

         (c) The Company agrees that it will take all action that may be
necessary to ensure that all shares of Common Stock delivered upon exercise of
Rights shall, at the time of delivery of the certificates for shares of Common
Stock (subject to payment of the Purchase Price), be duly and validly authorized
and issued and fully paid and nonassessable shares (except as otherwise provided
by a corporation law applicable to the Company).

         (d) The Company further agrees that it will pay when due any federal or
state transfer taxes and charges that may be payable with respect to the
issuance or delivery of the Rights Certificates or of any shares of Common Stock
upon the exercise of the

                                       11

   15



Rights. The Company shall not, however, be required to pay any transfer tax that
may be payable with respect to any transfer or delivery of Rights Certificates
to a Person other than, or the issuance or delivery of certificates for shares
of Common Stock in a name other than, that of the registered holder of the
Rights Certificate evidencing Rights surrendered for exercise, or to issue or to
deliver any certificates for shares of Common Stock upon the exercise of any
Rights until such tax shall have been paid (any such tax being payable by the
holder of such Rights Certificate at the time of surrender) or until it has been
established to the Company's reasonable satisfaction that no such tax is due.

         (e) The Company shall use its reasonable efforts to (i) file, as soon
as practicable following the earliest date after the first occurrence of a
Section 11(a)(ii) Event or an exchange pursuant to Section 24 on which the
consideration to be delivered by the Company upon exercise or exchange of the
Rights has been determined in accordance with Section 11(a) or Section 24, as
the case may be, a registration statement under the Securities Act, with respect
to the securities purchasable upon exercise of the Rights or exchanged for the
Rights on an appropriate form, (ii) cause such registration statement to become
effective as soon as practicable after such filing, and (iii) cause such
registration statement to remain effective (with a prospectus at all times
meeting the requirements of the Securities Act) until the earlier of (A) the
date as of which the Rights are no longer exercisable for such securities, and
(B) the date of the expiration of the Rights. The Company will also take such
action as may be appropriate under, or to ensure compliance with, the securities
or "blue sky" laws of the various states in connection with the exercisability
of the Rights. The Company may temporarily suspend, for a period not to exceed
90 days after the date set forth in clause (i) of the first sentence of this
Section 9(e), the exercisability of the Rights in order to prepare and file such
registration statement and permit it to become effective. Upon any suspension of
the exercisability of the Rights referred to in this Section 9(e), the Company
shall issue public announcements that the exercisability of the Rights has been
temporarily suspended and that the suspension is no longer in effect.
Notwithstanding any provision of this Agreement to the contrary, the Rights
shall not be exercisable in any jurisdiction unless the requisite qualification
in such jurisdiction shall have been obtained.

         Section 10. Common Stock Record Date. Each Person in whose name any
certificate for a number of shares of Common Stock (or other securities) is
issued upon the exercise of Rights shall for all purposes be deemed to have
become the holder of record of such shares of Common Stock (or other securities)
represented thereby, and such certificate shall be dated as of the date upon
which the Rights Certificate evidencing such Rights was duly surrendered and
payment of the Purchase Price (and all applicable transfer taxes) was made. If
the date of such surrender and payment is a date upon which the Common Stock (or
other securities) transfer books of the Company are closed, such Person shall be
deemed to have become the record holder of such shares on, and such certificate
shall be dated, the next succeeding Business Day

                                       12

   16



on which the Common Stock (or other securities) transfer books of the Company
are open. Before the exercise of the Rights evidenced thereby, the holder of a
Rights Certificate shall not be entitled to any rights of a shareholder of the
Company with respect to shares for which the Rights shall be exercisable, and
shall not be entitled to receive any notice of any proceedings of the Company,
except as provided in this Agreement.

         Section 11. Adjustment of Purchase Price, Number and Kind of Shares, or
Number of Rights. The Purchase Price, the number and kind of shares covered by
each Right, and the number of Rights outstanding are subject to adjustment from
time to time as provided in this Section 11.

         (a) (i) If the Company shall after the date of this Agreement (A)
declare a dividend on the Common Stock payable in shares of Common Stock, (B)
subdivide the outstanding Common Stock, (C) combine the outstanding Common Stock
into a smaller number of shares, or (D) issue any shares of its capital stock in
a reclassification of the Common Stock (including any reclassification in
connection with a consolidation or merger in which the Company is the continuing
or surviving corporation), except as otherwise provided in this Section 11(a)
and Section 7(e), the Purchase Price in effect at the time of the record date
for such dividend or of the effective date of such subdivision, combination, or
reclassification, and the number and kind of shares of Common Stock issuable on
such date, shall be proportionately adjusted so that the holder of any Right
thereafter exercised shall be entitled to purchase the aggregate number and kind
of shares of Common Stock that, if the Right had been exercised immediately
before such date, he would have owned upon such exercise and been entitled to
receive by virtue of such dividend, subdivision, combination, or
reclassification. If the record date for any such dividend, subdivision,
combination, or reclassification shall occur before the Distribution Date,
however, the Company shall appropriately adjust the Purchase Price (taking into
account any additional Rights that may be issued as a result of such dividend,
subdivision, combination, or reclassification), in lieu of adjusting (as
described above) the number of shares of Common Stock (or other capital stock,
as the case may be) issuable upon exercise of the Rights. If an event occurs
that would require an adjustment under both this Section 11(a)(i) and Section
11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in
addition to, and shall be made before, any adjustment required pursuant to
Section 11(a)(ii).

                  (ii) If, subject to Section 24, any Person (other than an
Exempt Person), alone or together with its Affiliates and Associates, shall, at
any time after the Rights Dividend Declaration Date, become the Beneficial Owner
of 15% or more of the shares of Common Stock then outstanding, unless the event
causing the 15% threshold to be crossed is a transaction described in Section
13(a), or is an acquisition of shares of Common Stock pursuant to a tender offer
or an exchange offer for all outstanding shares of Common Stock at a price and
on terms determined by at least a majority of the Board of Directors who are not
representatives, nominees, Affiliates, or Associates

                                       13

   17



of an Acquiring Person or the Person making such tender or exchange offer, after
receiving advice from one or more investment banking firms, to be (a) at a price
that is fair to shareholders (taking into account all factors that the Board of
Directors deem relevant including, without limitation, prices that could
reasonably be achieved if the Company or its assets were sold on an orderly
basis designed to realize maximum value) and (b) otherwise in the best interests
of the Company and its shareholders, then immediately upon the occurrence of any
event described in this Section 11(a)(ii), each holder of a Right (except as
provided below and in Section 7(e)) shall thereafter have the right to receive,
upon exercise thereof at the then current Purchase Price, but in no event less
than the par value per share in accordance with the terms of this Agreement,
such number of shares of Common Stock of the Company as shall equal the result
obtained by (x) multiplying the then current Purchase Price by the number of
shares of Common Stock for which a Right was exercisable immediately before the
first occurrence of a Section 11(a)(ii) Event, and (y) dividing that product
(that, following such first occurrence shall thereafter be referred to as the
"Purchase Price" for each Right and for all purposes of this Agreement) by 50%
of the current market price (determined pursuant to Section 11(d)) per share of
Common Stock on the date of such first occurrence (such number of shares, the
"Adjustment Share Amount").

                  (iii) In lieu of issuing shares of Common Stock in accordance
with Section 11(a)(ii), if the Board determines that the action described below
in this Section 11(a)(iii) is necessary or appropriate and not contrary to the
interests of the holders of Rights (other than any Acquiring Person and any
Affiliate or Associate of any such Person), the Company may: (A) determine the
excess of (1) the value of the Adjustment Share Amount issuable upon the
exercise of a Right (the "Current Value") over (2) the Purchase Price (such
excess, the "Spread"), and (B) with respect to each Right, make adequate
provision to substitute for the Adjustment Share Amount, upon payment of the
applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price (but
in no event to less than the par value per share), (3) Common Stock or other
equity securities of the Company (including, without limitation, shares, or
units of shares, of preferred stock that the Board of Directors deemed to have
the same value as shares of Common Stock (such shares of preferred stock
referred to in this Agreement as "common stock equivalents")), (4) debt
securities of the Company, (5) other assets, or (6) any combination of the
foregoing, having an aggregate value equal to the Current Value, where such
aggregate value has been determined by the Board of Directors based upon the
advice of a recognized investment banking firm selected by the Board of
Directors. If, however, the Company shall not have made adequate provision to
deliver value pursuant to clause (B) above within 30 days following the later of
(x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which
the Company's right of redemption pursuant to Section 23(a) expires (the later
of (x) and (y) are referred to in this Agreement as the "Section 11(a)(ii)
Trigger Date"), then the Company shall be obligated to deliver, upon the
surrender for exercise of a Right and without requiring payment of the Purchase
Price (except for the payment of an amount equal to the par value of each
share), shares of Common Stock (to the extent

                                       14

   18



available) and then, if necessary, cash, which shares or cash have an aggregate
value equal to the Spread. If the Board of Directors determine in good faith
that it is likely that sufficient additional shares of Common Stock could be
authorized for issuance upon exercise in full of the Rights, the 30 day period
set forth above may be extended to the extent necessary, but not more than 90
days after the Section 11(a)(ii) Trigger Date, so that the Company may seek
shareholder approval for the authorization of such additional shares (such
period, as it may be extended, is referred to in this Agreement as the
"Substitution Period"). If the Company determines that some action need be taken
pursuant to the first or second sentences of this Section 11(a)(iii), the
Company (x) shall provide, subject to Section 7(e), that such action shall apply
uniformly to all outstanding Rights, and (y) may suspend the exercisability of
the Rights until the expiration of the Substitution Period in order to seek any
authorization of additional shares or to decide the appropriate form of
distribution to be made pursuant to such first sentence and to determine the
value thereof. If any such suspension occurs, the Company shall issue public
announcements that the exercisability of the Rights has been temporarily
suspended and that the suspension is no longer in effect. For purposes of this
Section 11(a)(iii), the value of the Common Stock shall be the current market
price (as determined pursuant to Section 11(d)) per share of the Common Stock on
the Section 11(a)(ii) Trigger Date and the value of any "common stock
equivalent" shall be deemed to have the same value as the Common Stock on such
date.

         (b) If the Company shall fix a record date for the issuance of rights
(other than the Rights), options, or warrants to all holders of Common Stock
entitling them to subscribe for or purchase (for a period expiring within 45
calendar days after such record date) Common Stock (or shares having the same
rights, privileges, and preferences as the shares of Common Stock ("Equivalent
Common Stock")) or securities convertible into Common Stock or Equivalent Common
Stock at a price per share of Common Stock or per share of Equivalent Common
Stock (or having a conversion price per share, if a security convertible into
Common Stock or Equivalent Common Stock) less than the current market price per
share of Common Stock (as determined pursuant to Section 11(d)) on such record
date, the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately before such
record date by a fraction, the numerator of which shall be the number of shares
of Common Stock outstanding on such record date plus the number of shares of
Common Stock that the aggregate offering price of the total number of shares of
Common Stock or Equivalent Common Stock to be offered (or the aggregate initial
conversion price of the convertible securities to be offered) would purchase at
such current market price, and the denominator of which shall be the number of
shares of Common Stock outstanding on such record date, plus the number of
additional shares of Common Stock or Equivalent Common Stock to be offered for
subscription or purchase (or into which the convertible securities to be offered
are initially convertible). In case such subscription price may be paid fully or
partially in a consideration in a form other than cash, the value of such
consideration shall be as determined in good faith by the Board of Directors,
whose determination shall be described in a statement

                                       15

   19



filed with the Rights Agent and shall be binding on the Rights Agent and the
holders of the Rights. Shares of Common Stock owned by or held for the account
of the Company shall not be deemed outstanding for the purpose of any such
computation. Such adjustment shall be made successively whenever such a record
date is fixed, and if such rights or warrants are not so issued, the Purchase
Price shall be adjusted to be the Purchase Price that would then be in effect if
such record date had not been fixed.

         (c) If the Company fixes a record date for a distribution to all
holders of Common Stock (including any such distribution made in connection with
a consolidation or merger in which the Company is the continuing corporation) of
evidences of indebtedness, cash (other than a regular quarterly cash dividend
out of the earnings or retained earnings of the Company), assets (other than a
dividend payable in Common Stock, but including any dividend payable in stock
other than Common Stock), or subscription rights or warrants (excluding those
referred to in Section 11(b)), the Purchase Price to be in effect after such
record date shall be determined by multiplying the Purchase Price in effect
immediately before such record date by a fraction, the numerator of which shall
be the current market price per share of Common Stock (as determined pursuant to
Section 11(d)) on such record date, less the fair market value (as determined in
good faith by the Board of Directors, whose determination shall be described in
a statement filed with the Rights Agent) of the portion of the cash, assets, or
evidences of indebtedness to be distributed or of such subscription rights or
warrants applicable to a share of Common Stock and the denominator of which
shall be such current market price per share of Common Stock (as determined
pursuant to Section 11(d)). Such adjustments shall be made successively whenever
such a record date is fixed, and if such distribution is not so made, the
Purchase Price shall be adjusted to be the Purchase Price that would have been
in effect if such record date had not been fixed.

         (d) For the purpose of any computation under this Agreement, other than
computations made pursuant to Section 11(a)(iii), the "current market price" per
share of Common Stock on any date shall be deemed to be the average of the daily
closing prices per share of such Common Stock for the 30 consecutive Trading
Days as hereinafter defined immediately before such date and for purposes of
computations made pursuant to Section 11(a)(iii), the "current market price" per
share of Common Stock on any date shall be deemed to be the average of the daily
closing prices per share of such Common Stock for the ten consecutive Trading
Days immediately following such date. If the "current market price" per share of
the Common Stock is determined, however, during a period following the
announcement by the issuer of such Common Stock of (A) a dividend or
distribution on such Common Stock payable in shares of such Common Stock or
securities convertible into shares of such Common Stock (other than the Rights),
or (B) any subdivision, combination, or reclassification of such Common Stock,
and the ex-dividend date for such dividend or distribution, or the record date
for such subdivision, combination, or reclassification, shall not have occurred
before the commencement of the requisite 30-Trading Day or 10-Trading Day

                                       16

   20



period, as set forth above, then, and in each such case, the "current market
price" shall be properly adjusted to take into account ex-dividend trading. The
closing price for each day shall be the last sale price, regular way, or, in
case no such sale takes place on such day, the average of the closing bid and
asked prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to securities listed or
admitted to trading on the New York Stock Exchange or, if the shares of Common
Stock are not listed or admitted to trading on the New York Stock Exchange, as
reported in the principal consolidated transaction reporting system with respect
to securities listed on the principal national securities exchange on which the
shares of Common Stock are listed or admitted to trading or, if the shares of
Common Stock are not listed or admitted to trading on any national securities
exchange, the last quoted price or, if not so quoted, the average of the high
bid and low asked prices in the over-the-counter market, as reported by the
National Association of Securities Dealers, Inc. Automated Quotation System
("NASDAQ") or such other system then in use, or, if on any such date the shares
of Common Stock are not quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional market maker making
a market in the Common Stock selected by the Board of Directors. If on any such
date no market maker is making a market in the Common Stock, the fair value of
such shares on such date as determined in good faith by the Board of Directors
shall be used. The term "Trading Day" means a day on which the principal
national securities exchange on which the shares of Common Stock are listed or
admitted to trading is open for the transaction of business or, if the shares of
Common Stock are not listed or admitted to trading on any national securities
exchange, a Business Day. If the Common Stock is not publicly held or not so
listed or traded, "current market price" per share means the fair value per
share as determined in good faith by the Board of Directors, whose determination
shall be described in a statement filed with the Rights Agent and shall be
conclusive for all purposes.

         (e) Anything in this Agreement to the contrary notwithstanding, no
adjustment in the Purchase Price shall be required unless such adjustment would
require an increase or decrease of at least one percent in the Purchase Price.
Any adjustments that by reason of this Section 11(e) are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.
All calculations under this Section 11 shall be made to the nearest cent or to
the nearest ten-thousandth of a share of Common Stock or other share as the case
may be. Notwithstanding the first sentence of this Section 11(e), any adjustment
required by this Section 11 shall be made no later than the earlier of (i) three
years from the date of the transaction that requires such adjustment, or (ii)
the Expiration Date.

         (f) If as a result of an adjustment made pursuant to Section 11(a)(ii)
or Section 13(a), the holder of any Right thereafter exercised shall become
entitled to receive any share or fraction of a share of capital stock other than
Common Stock, thereafter the number or fraction of such other shares so
receivable upon exercise of

                                       17

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any Right and the Purchase Price thereof shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Common Stock contained in Sections 11(a), (b),
(c), (e), (g), (h), (i), (j), (k), and (m), and the provisions of Sections 7, 9,
10, 13, and 14 with respect to the Common Stock shall apply on like terms to any
such other shares.

         (g) All Rights originally issued by the Company after any adjustment to
the Purchase Price under this Agreement shall represent the right to purchase,
at the adjusted Purchase Price, the number of shares of Common Stock purchasable
from time to time under this Agreement upon exercise of the Rights, all subject
to further adjustment as provided herein.

         (h) Unless the Company shall have exercised its election as provided in
Section 11(i), upon each adjustment of the Purchase Price as a result of the
calculations made in Sections 11(b) and (c), each Right outstanding immediately
before the making of such adjustment shall thereafter represent the right to
purchase, at the adjusted Purchase Price, that fraction of a share (or number of
shares) of Common Stock (calculated to the nearest ten-thousandth) obtained by
(i) multiplying (x) the number of shares covered by a Right immediately before
this adjustment, by (y) the Purchase Price in effect immediately before such
adjustment of the Purchase Price, and (ii) dividing the product so obtained by
the Purchase Price in effect immediately after such adjustment of the Purchase
Price.

         (i) The Company may elect on or after the date of any adjustment of the
Purchase Price to adjust the number of Rights in lieu of any adjustment in the
number of shares of Common Stock purchasable upon the exercise of a Right. Each
of the Rights outstanding after the adjustment in the number of Rights shall be
exercisable for the number of shares of Common Stock for which a Right was
exercisable immediately prior to such adjustment. Each Right held of record
before such adjustment of the number of Rights shall become that number of
Rights (calculated to the nearest ten-thousandth) obtained by dividing the
Purchase Price in effect immediately prior to adjustment of the Purchase Price
by the Purchase Price in effect immediately after adjustment of the Purchase
Price. The Company shall publicly announce its election to adjust the number of
Rights, indicating the record date for the adjustment, and, if known at the
time, the amount of the adjustment to be made. This record date may be the date
on which the Purchase Price is adjusted or any day thereafter, but, if the
Rights Certificates have been issued, shall be at least 10 days after the date
of the public announcement. If Rights Certificates have been issued, upon each
adjustment of the number of Rights pursuant to this Section 11(i), the Company
shall promptly cause to be distributed to holders of record of Rights
Certificates on such record date Rights Certificates representing, subject to
Section 14, the additional Rights to which such holders shall be entitled as a
result of such adjustment, or shall cause to be distributed to such holders of
record in substitution and replacement for the Rights Certificates held by such
holders before the date of

                                       18

   22



adjustment, and upon surrender thereof--if required by the Company, new Rights
Certificates evidencing all the Rights to which such holders shall be entitled
after such adjustment. Rights Certificates to be so distributed shall be issued,
executed, and countersigned in the manner provided for herein (and may bear, at
the option of the Company, the adjusted Purchase Price) and shall be registered
in the names of the holders of record of Rights Certificates on the record date
specified in the public announcement.

         (j) Irrespective of any adjustment or change in the Purchase Price or
the fraction of a share (or number of shares) of Common Stock issuable upon the
exercise of the Rights, any Rights Certificates issued may continue to express
the Purchase Price per share and the number of shares that were expressed in the
initial Rights Certificates issued under this Agreement.

         (k) Before taking any action that would cause an adjustment reducing
the Purchase Price below the then par value, if any, of the number of shares of
Common Stock issuable upon exercise of the Rights, the Company shall take any
corporate action that may, in the opinion of its counsel, be necessary in order
that the Company may validly and legally issue fully paid and nonassessable
shares of Common Stock at such adjusted Purchase Price.

         (l) If this Section 11 requires that an adjustment in the Purchase
Price be made effective as of a record date for a specified event, the Company
may elect to defer until the occurrence of such event the issuance to the holder
of any Right exercised after such record date the number of shares of Common
Stock and other capital stock or securities of the Company, if any, issuable
upon such exercise over and above the number of shares of Common Stock and other
capital stock or securities of the Company, if any, issuable upon such exercise
on the basis of the Purchase Price in effect before such adjustment.

         (m) Anything in this Section 11 to the contrary notwithstanding, the
Company shall be entitled to make such reductions in the Purchase Price, in
addition to those adjustments expressly required by this Section 11, to the
extent that in their good faith judgment the Board of Directors shall determine
to be advisable so that any (i) consolidation or subdivision of the Common
Stock, (ii) issuance wholly for cash of any shares of Common Stock at less than
the current market price, (iii) issuance wholly for cash of shares of Common
Stock or securities that by their terms are convertible into or exchangeable for
shares of Common Stock, (iv) stock dividends, or (v) issuance of rights,
options, or warrants referred to in this Section 11, hereafter made by the
Company to holders of its Common Stock shall not be taxable to such
shareholders.

         (n) The Company agrees that it shall not, after the Distribution Date,
(i) consolidate with any other Person (other than a Subsidiary of the Company in
a transaction that complies with Section 11(o)), (ii) merge with or into any
other Person

                                       19

   23



(other than a Subsidiary of the Company in a transaction that complies with
Section 11(o)), or (iii) sell or transfer (or permit any Subsidiary to sell or
transfer), in one transaction, or a series of related transactions, assets or
earning power aggregating more than 50% of the assets or earning power of the
Company and its Subsidiaries (taken as a whole) to any other Person or Persons
(other than the Company or any of its Subsidiaries in one or more transactions
each of which complies with Section 11(o)), if (x) at the time of or immediately
after such consolidation, merger, or sale there are any rights, warrants, or
other instruments or securities outstanding or agreements in effect that would
substantially diminish or otherwise eliminate the benefits intended to be
afforded by the Rights or (y) before, simultaneously with, or immediately after
such consolidation, merger, or sale, the shareholders of the Person who
constitutes, or would constitute the "Principal Party" for purposes of Section
13(a) shall have received a distribution of Rights previously owned by such
Person or any of its Affiliates and Associates.

         (o) The Company agrees that, after the Distribution Date, it will not,
except as permitted by Section 23, Section 24, or Section 27, take (or permit
any Subsidiary to take) any action if at the time such action is taken it is
reasonably foreseeable that such action will diminish substantially or otherwise
eliminate the benefits intended to be afforded by the Rights.

         (p) Anything in this Agreement to the contrary notwithstanding, if the
Company after the Rights Dividend Declaration Date and before the Distribution
Date (i) declares a dividend on the outstanding shares of Common Stock payable
in shares of Common Stock, (ii) subdivides the outstanding shares of Common
Stock, or (iii) combines the outstanding shares of Common Stock into a smaller
number of shares, the number of Rights associated with each share of Common
Stock then outstanding, or issued or delivered thereafter but before the
Distribution Date, shall be proportionately adjusted so that the number of
Rights thereafter associated with each share of Common Stock following any such
event shall equal the result obtained by multiplying the number of Rights
associated with each share of Common Stock immediately before such event by a
fraction the numerator of which shall be the total number of shares of Common
Stock outstanding immediately before the occurrence of the event and the
denominator of which shall be the total number of shares of Common Stock
outstanding immediately following the occurrence of such event.

         Section 12. Certificate of Adjusted Purchase Price or Number of Shares.
Whenever an adjustment is made as provided in Section 11 and Section 13, the
Company shall (a) promptly prepare a certificate describing such adjustment and
a brief statement of the facts giving rise to such adjustment, (b) promptly file
with the Rights Agent, and with the transfer agent for the Common Stock, a copy
of such certificate, and (c) mail a brief summary thereof to each holder of a
Rights Certificate (or, if before the Distribution Date, to each holder of a
certificate representing shares of Common Stock) in accordance with Section 26.
The Rights Agent shall be fully protected in

                                       20

   24



relying on any such certificate and on any adjustment contained therein and
shall not be deemed to have knowledge of any such adjustment unless and until it
shall have received such certificate.

         Section 13. Consolidation, Merger, or Sale or Transfer of Assets or
                     Earning Power.

         (a) If, following the Stock Acquisition Date, directly or indirectly,
(x) the Company shall consolidate with, or merge with and into, any other Person
(other than a Subsidiary of the Company in a transaction that complies with
Section 11(o)), and the Company shall not be the continuing or surviving
corporation of such consolidation or merger, (y) any Person (other than a
Subsidiary of the Company in a transaction that complies with Section 11(o))
shall consolidate with, or merge with or into, the Company, and the Company
shall be the continuing or surviving corporation of such consolidation or merger
and, in connection with such consolidation or merger, all or part of the
outstanding shares of Common Stock shall be changed into or exchanged for stock
or other securities of any other Person or cash or any other property, or (z)
the Company shall sell or otherwise transfer (or one or more of its Subsidiaries
shall sell or otherwise transfer), in one transaction or a series of related
transactions, assets or earning power aggregating more than 50% of the assets or
earning power of the Company and its Subsidiaries (taken as a whole) to any
Person or Persons (other than the Company or any Subsidiary of the Company in
one or more transactions each of which complies with Section 11(o)), then, and
in each such case (except as provided in Section 13(d)), proper provision shall
be made so that: (i) each holder of a Right, except as provided in Section 7(e),
shall thereafter have the right to receive, upon the exercise thereof at the
then current Purchase Price (disregarding any adjustment of the Purchase Price
pursuant to Section 11(a)(ii)) in accordance with the terms of this Agreement,
such number of validly authorized and issued, fully paid, nonassessable, and
freely tradable shares of Common Stock of the Principal Party, not subject to
any liens, encumbrances, rights of first refusal or other adverse claims, as
shall be equal to the result obtained by (1) multiplying the then current
Purchase Price by the number of shares of Common Stock for which a Right is
exercisable immediately before the first occurrence of a Section 13 Event (or,
if a Section 11(a)(ii) Event has occurred before the first occurrence of a
Section 13 Event, multiplying the number of shares for which a Right was
exercisable immediately prior to the first occurrence of a Section 11(a)(ii)
Event by the Purchase Price in effect immediately prior to such first
occurrence), and dividing that product (that, following the first occurrence of
a Section 13 Event, shall be referred to as the "Purchase Price" for each Right
and for all purposes of this Agreement) by (2) 50% of the current market price
(determined pursuant to Section 11(d)) per share of the Common Stock of such
Principal Party on the date of consummation of such Section 13 Event; (ii) such
Principal Party shall thereafter be liable for, and shall assume, by virtue of
such Section 13 Event, all the obligations and duties of the Company pursuant to
this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to
such Principal Party, it being specifically intended that

                                       21

   25



the provisions of Section 11 shall apply only to such Principal Party following
the first occurrence of a Section 13 Event; (iv) such Principal Party shall take
such steps (including the reservation of a sufficient number of shares of its
Common Stock) in connection with the consummation of any such transaction as may
be necessary to assure that the provisions of this Agreement shall thereafter be
applicable, as nearly as practicable, in relation to its shares of Common Stock
thereafter deliverable upon the exercise of the Rights; and (v) the provisions
of Section 11(a)(ii) shall be of no effect following the first occurrence of any
Section 13 Event.

         (b)      "Principal Party" means

                  (i) in the case of any transaction described in clause (x) or
(y) of the first sentence of Section 13(a), the Person that is the issuer of any
securities into which shares of Common Stock of the Company are converted in
such merger or consolidation, and if no securities are so issued, the Person
that is the other party to such merger or consolidation, and

                  (ii) in the case of any transaction described in clause (z) of
the first sentence of Section 13(a), the Person that is the party receiving the
greatest portion of the assets or earning power transferred pursuant to such
transaction or transactions;

         If, however, (1) the Common Stock of such Person is not at such time
and has not been continuously over the preceding 12-month period registered
under Section 12 of the Exchange Act, and such Person is a direct or indirect
Subsidiary of another Person the Common Stock of which is and has been so
registered, "Principal Party" shall refer to such other Person; and (2) in case
such Person is a Subsidiary, directly or indirectly, of more than one Person,
the Common Stock of two or more of which are and have been so registered,
"Principal Party" shall refer to whichever of such Persons is the issuer of the
Common Stock having the greatest aggregate market value.

         (c) If, for any reason, the Rights cannot be exercised for the Common
Stock of such Principal Party, then a holder of Rights will have the right to
exchange each Right for cash from such Principal Party in an amount equal to the
Purchase Price as calculated above. If, for any reason, the foregoing
formulation cannot be applied to determine the cash amount to which the holder
of Rights is entitled, then the Board of Directors shall determine such amount
reasonably and in good faith.

         (d) The Company shall not consummate any such consolidation, merger,
sale, or transfer unless the Principal Party shall have a sufficient number of
authorized shares of its Common Stock that have not been issued or reserved for
issuance to permit the exercise in full of the Rights in accordance with this
Section 13 and unless previously the Company and such Principal Party shall have
executed and delivered to the Rights Agent a supplemental agreement providing
for the terms set forth in paragraphs (a), (b), and (c) of this Section 13 and
further providing that, as soon as

                                       22

   26



practicable after the date of any consolidation, merger, or sale of assets
mentioned in paragraph (a) of this Section 13, the Principal Party will

                  (i) prepare and file a registration statement under the
Securities Act, with respect to the Rights and the securities purchasable upon
exercise of the Rights on an appropriate form, and will use its best efforts to
cause such registration statement to (A) become effective as soon as practicable
after such filing and (B) remain effective (with a prospectus at all times
meeting the requirements of the Securities Act) until the Expiration Date; and

                  (ii) will deliver to holders of the Rights historical
financial statements for the Principal Party and each of its Affiliates that
comply in all respects with the requirements for registration on Form 10 under
the Exchange Act.

         The provisions of this Section 13 shall similarly apply to successive
mergers, consolidations, sales, or other transfers. If a Section 13 Event shall
occur at any time after the occurrence of a Section 11(a)(ii) Event, the Rights
that have not previously been exercised shall become exercisable in the manner
described in Section 13(a).

         (e) Notwithstanding anything in this Agreement to the contrary, Section
13 shall not be applicable to a transaction described in subparagraphs (x) and
(y) of Section 13(a) if (i) such transaction is consummated with a Person or
Persons who acquired shares of Common Stock pursuant to a tender offer or
exchange offer for all outstanding shares of Common Stock at a price and on
terms that comply with the provisions of Section 11(a)(ii) (or a wholly owned
subsidiary of any such Person or Persons), (ii) the price per share of Common
Stock offered in such transaction is not less than the price per share of Common
Stock paid to all holders of shares of Common Stock whose shares were purchased
pursuant to such tender offer or exchange offer, and (iii) the form of
consideration being offered to the remaining holders of shares of Common Stock
pursuant to such transaction is the same as the form of consideration paid
pursuant to such tender offer or exchange offer. Upon consummation of any such
transaction contemplated by this Section 13(d), all Rights under this Agreement
shall expire.

         Section 14.  Fractional Rights and Fractional Shares.

         (a) The Company shall not be required to issue fractions of Rights,
except prior to the Distribution Date as provided in Section 11(p), or to
distribute Rights Certificates that evidence fractional Rights. In lieu of such
fractional Rights, there shall be paid to the registered holders of the Rights
Certificates with regard to which such fractional Rights would otherwise be
issuable, an amount in cash equal to the same fraction of the current market
value of a whole Right. For purposes of this Section 14(a), the current market
value of a whole Right shall be the closing price of the Rights for the Trading
Day immediately before the date on which such fractional

                                       23

   27



Rights would have been otherwise issuable. The closing price of the Rights for
any day shall be the last sale price, regular way, or, in case no such sale
takes place on such day, the average of the closing bid and asked prices,
regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, if the Rights are not listed or
admitted to trading on the New York Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which the Rights are listed or
admitted to trading, or if the Rights are not listed or admitted to trading on
any national securities exchange, the last quoted price or, if not so quoted,
the average of the high bid and low asked prices in the over-the-counter market,
as reported by NASDAQ or such other system then in use or, if on any such date
the Rights are not quoted by any such organization, the average of the closing
bid and asked prices as furnished by a professional market maker making a market
in the Rights selected by the Board of Directors. If on any such date no such
market maker is making a market in the Rights the fair value of the Rights on
such date as determined in good faith by the Board of Directors shall be used.

         (b) The Company shall not be required to issue fractions of shares upon
exercise of the Rights or to distribute certificates that represent fractional
shares. In lieu of fractional shares, the Company may pay to the registered
holder of Rights Certificates at the time such Rights are exercised as provided
in this Agreement an amount in cash equal to the same fraction of the current
market value of a share of Common Stock. For purposes of this Section 14(b), the
current market value of a share of Common Stock shall be the closing price of a
share of Common Stock (as determined pursuant to Section 11(d)) for the Trading
Day immediately prior to the date of such exercise.

         (c) The holder of a Right by the acceptance of the Rights expressly
waives his right to receive any fractional Rights or any fractional shares upon
exercise of a Right, except as permitted by this Section 14.

         Section 15. Rights of Action. All rights of action in respect of this
Agreement, except those rights of action vested in the Rights Agent pursuant to
Sections 13 and 20, are vested in the respective registered holders of the
Rights Certificates (and, before the Distribution Date, the registered holders
of the Common Stock); and any registered holder of any Rights Certificate (or,
before the Distribution Date, of the Common Stock), without the consent of the
Rights Agent or of the holder of any other Rights Certificate (or, prior to the
Distribution Date, of the Common Stock), may, on his own behalf and for his own
benefit, enforce, and may institute and maintain any suit, action, or proceeding
against the Company to enforce, or otherwise act in respect of, his right to
exercise the Rights represented by such Rights Certificate in the manner
provided in such Rights Certificate and in this Agreement. Without limiting the
foregoing or any remedies available to the holders of Rights, it is specifically
acknowledged that the

                                       24

   28



holders of Rights would not have an adequate remedy at law for any breach of
this Agreement and shall be entitled to specific performance of the obligations
under this Agreement and injunctive relief against actual or threatened
violations of the obligations under this Agreement of any Person subject to this
Agreement.

         Section 16. Agreement of Rights Holders. Every holder of a Right by
accepting the same agrees with the Company and the Rights Agent and with every
other holder of a Right that:

         (a) before the Distribution Date, the Rights will be transferable only
in connection with the transfer of Common Stock;

         (b) after the Distribution Date, the Rights Certificates are
transferable only on the registry books of the Rights Agent if surrendered at
the principal office or offices of the Rights Agent designated for such purpose,
duly endorsed or accompanied by a proper instrument of transfer and with the
appropriate forms and certificates fully executed;

         (c) subject to Section 6(a) and Section 7(f), the Company and the
Rights Agent may treat the person in whose name a Rights Certificate (or, before
the Distribution Date, the associated Common Stock certificate) is registered as
the absolute owner thereof and of the Rights represented thereby
(notwithstanding any notations of ownership or writing on the Rights
Certificates or the associated Common Stock certificate made by anyone other
than the Company or the Rights Agent) for all purposes whatsoever, and neither
the Company nor the Rights Agent, subject to the last sentence of Section 7(e),
shall be affected by any notice to the contrary; and

         (d) notwithstanding anything in this Agreement to the contrary, neither
the Company nor the Rights Agent shall have any liability to any holder of a
Right or other Person as a result of their inability to perform any of their
obligations under this Agreement by reason of any preliminary or permanent
injunction or other order, decree or ruling issued by a court of competent
jurisdiction or by a governmental, regulatory or administrative agency or
commission, or any statute, rule, regulation, or executive order promulgated or
enacted by any governmental authority, prohibiting or otherwise restraining
performance of such obligation. The Company must, however, use its reasonable
efforts promptly to have any such order, decree, or ruling lifted or otherwise
overturned.

         Section 17. Rights Certificate Holder Not Deemed a Shareholder. No
holder, as such, of any Rights Certificate shall be entitled to vote, receive
dividends, or be deemed for any purpose the holder of the fraction of a share
(or number of shares) of Common Stock or any other securities of the Company
that may at any time be issuable on the exercise of the Rights represented
thereby, nor shall anything contained in this Agreement or in any Rights
Certificate be construed to confer upon the holder of any

                                       25

   29



Rights Certificate, as such, any of the rights of a shareholder of the Company
or any right to vote for the election of directors or upon any matter submitted
to shareholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
shareholders (except as provided in Sections 24 and 25), or to receive dividends
or subscription rights, or otherwise, until the Right or Rights evidenced by
such Rights Certificate shall have been exercised in accordance with the
provisions of this Agreement.

         Section 18.  Concerning the Rights Agent.

         (a) The Company agrees to pay to the Rights Agent reasonable
compensation for services rendered by it under this Agreement and, on demand of
the Rights Agent, its reasonable expenses and counsel fees and disbursements
incurred in the exercise and performance of its duties under this Agreement. The
Company also agrees to indemnify the Rights Agent for, and to hold it harmless
against, any loss, liability, or expense, incurred without gross negligence, bad
faith, or willful misconduct on the part of the Rights Agent, for anything done
or omitted by the Rights Agent in connection with the acceptance and
administration of this Agreement, including the expenses of defending against
any claim of liability in the premises. The indemnity provided for in this
Agreement shall survive the expiration of the Rights and the termination of this
Agreement.

         (b) The Rights Agent shall be protected and shall incur no liability
for or with respect to any action taken, suffered, or omitted by it in
connection with its administration of this Agreement in reliance upon any Rights
Certificate or certificate for Common Stock or for other securities of the
Company, instrument of assignment or transfer, power of attorney, endorsement,
affidavit, letter, notice, direction, consent, certificate, statement, or other
paper or document believed by it to be genuine and to be signed, executed and,
where necessary, verified or acknowledged, by the proper Person or Persons.

         Section 19. Merger or Consolidation or Change of Name of Rights Agent.

         (a) Any corporation into which the Rights Agent or any successor Rights
Agent may be merged or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which the Rights Agent or any
successor Rights Agent shall be a party, or any corporation succeeding to the
corporate trust business of the Rights Agent or any successor Rights Agent,
shall be the successor to the Rights Agent under this Agreement without the
execution or filing of any paper or any further act on the part of any of the
parties to this Agreement if such corporation would be eligible for appointment
as a successor Rights Agent under the provisions of Section 21. If such
successor Rights Agent shall succeed to the agency created by this Agreement,
any of the Rights Certificates shall have been countersigned but not delivered,
any such successor Rights Agent may adopt the countersignature of a

                                       26

   30



predecessor Rights Agent and deliver such Rights Certificates so countersigned;
and if at that time any of the Rights Certificates shall not have been
countersigned, any successor Rights Agent may countersign such Rights
Certificates either in the name of the predecessor or in the name of the
successor Rights Agent; and in all such cases such Rights Certificates shall
have the full force provided in the Rights Certificates and in this Agreement.

         (b) If at any time the name of the Rights Agent shall be changed and at
such time any of the Rights Certificates shall have been countersigned but not
delivered, the Rights Agent may adopt the countersignature under its prior name
and deliver Rights Certificates so countersigned; and if at that time any of the
Rights Certificates shall not have been countersigned, the Rights Agent may
countersign such Rights Certificates either in its prior name or in its changed
name; and in all such cases such Rights Certificates shall have the full force
provided in the Rights Certificates and in this Agreement.

         Section 20. Duties of Rights Agent. The Rights Agent undertakes the
duties and obligations imposed by this Agreement upon the following terms and
conditions, all of which shall bind the Company and the holders of Rights
Certificates, by their acceptance thereof:

         (a) The Rights Agent may consult with legal counsel (who may be legal
counsel for the Company), and the opinion of such counsel shall be full and
complete authorization and protection to the Rights Agent as to any action taken
or omitted by it in good faith and in accordance with such opinion.

         (b) Whenever in the performance of its duties under this Agreement, the
Rights Agent shall deem it desirable that any fact or matter (including, without
limitation, the identity of any Acquiring Person and the determination of
"current market price") be established by the Company before taking or suffering
any action under this Agreement, such fact or matter (unless other evidence with
respect thereto is specifically prescribed in this Agreement) may be considered
conclusively established by a certificate signed by the Chairman of the Board,
the President, any Vice President, the Treasurer, any Assistant Treasurer, the
Secretary, or any Assistant Secretary of the Company and delivered to the Rights
Agent; and such certificate shall be full authorization to the Rights Agent for
any action taken or suffered in good faith by it under the provisions of this
Agreement in reliance upon such certificate.

         (c) The Rights Agent shall be liable under this Agreement only for its
own gross negligence, bad faith or willful misconduct.


                                       27

   31
         (d) The Rights Agent shall not be liable for or by reason of any of the
statements of fact or recitals contained in this Agreement or in the Rights
Certificates or be required to verify any such statements of fact or recitals
(except as to its countersignature on such Rights Certificates). All such
statements and recitals shall be considered to have been made only by the
Company.

         (e) The Rights Agent shall not be responsible with respect to the
validity of this Agreement or the execution and delivery of this Agreement
(except the execution of this Agreement by the Rights Agent) or with respect to
the validity or execution of any Rights Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Rights Certificate;
nor shall it be responsible for any adjustment required under the provisions of
Sections 3, 11, 13, 23 or 24 or the manner, method, or amount of any such
adjustment or the ascertaining of the existence of facts that would require any
such adjustment (except with respect to the exercise of Rights represented by
Rights Certificates after receipt of the certificate described in Section 12);
nor shall it be deemed by any act under this Agreement to make any
representation or warranty as to the authorization or reservation of any shares
of Common Stock to be issued pursuant to this Agreement or any Rights
Certificate or as to whether any shares of Common Stock will, when so issued, be
validly authorized and issued, fully paid, and nonassessable.

         (f) The Company agrees that it will perform, execute, acknowledge, and
deliver or cause to be performed, executed, acknowledged, and delivered all such
further and other acts, instruments, and assurances as may reasonably be
required by the Rights Agent for the carrying out or performing by the Rights
Agent of the provisions of this Agreement.

         (g) The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties under this Agreement
from the Chairman of the Board, the President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer, or any Assistant Treasurer of
the Company, and to apply to such officers for advice or instructions in
connection with its duties, and it shall not be liable for any action taken or
suffered to be taken by it in good faith in accordance with instructions of any
such officer. Any application by the Rights Agent for written instructions from
the Company may, at the option of the Rights Agent, set forth in writing any
action proposed to be taken or omitted by the Rights Agent in accordance with
its rights and obligations under this Rights Agreement and the date on or after
which such action shall be taken or such omission shall be effective. The Rights
Agent shall not be liable for any action taken by, or omission of, the Rights
Agent in accordance with a proposal included in any such application on or after
the date specified in such application (which date shall not be less than five
Business Days after the date any officer of the Company actually receives such
application, unless any such officer shall have consented in writing to an
earlier date) unless, before taking any such action (or the effective date in
the case of an omission), the Rights Agent shall have received written
instructions from an officer of the Company objecting to the action to be taken
or omitted as specified in such application.

                                       28

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         (h) The Rights Agent and any shareholder, director, officer, or
employee of the Rights Agent may buy, sell, or deal in any of the Rights or
other securities of the Company or become pecuniarily interested in any
transaction in which the Company may be interested, or contract with or lend
money to the Company or otherwise act as fully and freely as though it were not
Rights Agent under this Agreement. Nothing in this Agreement shall preclude the
Rights Agent from acting in any other capacity for the Company or for any other
legal entity.

         (i) The Rights Agent may execute and exercise any of the rights or
powers hereby vested in it or perform any duty under this Agreement either
itself or by or through its attorneys or agents, and the Rights Agent shall not
be answerable or accountable for any act, default, neglect, or misconduct of any
such attorneys or agents or for any loss to the Company resulting from any such
act, default, neglect, or misconduct, if reasonable care was exercised in the
selection and continued employment thereof.

         (j) No provision of this Agreement shall require the Rights Agent to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties under this Agreement or in the exercise of its
rights, if there shall be reasonable grounds for believing that repayment of
such funds or adequate indemnification against such risk or liability is not
reasonably assured to it.

         (k) If, with respect to any Rights Certificate surrendered to the
Rights Agent for exercise or transfer, the certificate attached to the form of
assignment or form of election to purchase, as the case may be, has either not
been completed or indicates an affirmative response to clause 1 or 2 thereof,
the Rights Agent shall not take any further action with respect to such
requested exercise of transfer without first consulting with the Company.

         Section 21. Change of Rights Agent. The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this Agreement
upon 60 days notice (or such lesser notice as is acceptable to the Company) in
writing mailed to the Company, and to each transfer agent of the Common Stock,
by registered or certified mail, and to the holders of the Rights Certificates
by first-class mail. The Company may remove the Rights Agent or any successor
Rights Agent upon 60 days notice in writing, mailed to the Rights Agent or
successor Rights Agent, as the case may be, and to the transfer agent of the
Common Stock, by registered or certified mail, and to the holders of the Rights
Certificates by first-class mail. If the Rights Agent shall resign or be removed
or shall otherwise become incapable of acting, the Company shall appoint a
successor to the Rights Agent. If the Company shall fail to make such
appointment within 60 days after giving notice of such removal or after it has
been notified in writing of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by the holder of a Rights Certificate (who shall,
with such notice, submit his Rights Certificate for inspection by the Company),
then any registered holder of any Rights

                                       29

   33



Certificate may apply to any court of competent jurisdiction for the appointment
of a new Rights Agent. Any successor Rights Agent, whether appointed by the
Company or by a court, shall be a corporation organized and doing business under
the laws of the United States or of any state of the United States, in good
standing, that is authorized under such laws to exercise corporate trust or
stock transfer powers and is subject to supervision or examination by federal or
state authority and that has at the time of its appointment as Rights Agent a
combined capital and surplus of at least $100 million. After appointment, the
successor Rights Agent shall be vested with the same powers, rights, duties, and
responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it under this
Agreement, and execute and deliver any further assurance, conveyance, act, or
deed necessary for the purpose. Not later than the effective date of any such
appointment, the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Stock and mail a
notice thereof in writing to the registered holders of the Rights Certificates.
Failure to give any notice provided for in this Section 21, however, or any
defect therein, shall not affect the legality or validity of the resignation or
removal of the Rights Agent or the appointment of the successor Rights Agent, as
the case may be.

         Section 22. Issuance of New Rights Certificates. Notwithstanding any of
the provisions of this Agreement or of the Rights to the contrary, the Company
may, at its option, issue new Rights Certificates representing Rights in such
form as may be approved by the Board of Directors to reflect any adjustment or
change in the Purchase Price and the number or kind or class of shares or other
securities or property purchasable under the Rights Certificates made in
accordance with the provisions of this Agreement. In addition, in connection
with the issuance or sale of shares of Common Stock following the Distribution
Date and before the redemption or expiration of the Rights, the Company (a)
shall, with respect to shares of Common Stock so issued or sold pursuant to the
exercise of stock options or under any employee plan or arrangement, or upon the
exercise, conversion or exchange of securities hereinafter issued by the
Company, and (b) may, in any other case, if deemed appropriate by the Board of
Directors, issue Rights Certificates representing the appropriate number of
Rights in connection with such issuance or sale, however, (i) no such Rights
Certificate shall be issued if, and to the extent that, the Company shall be
advised by counsel that such issuance would create a significant risk of
material adverse tax consequences to the Company or the Person to whom such
Rights Certificate would be issued, and (ii) no such Rights Certificate shall be
issued if, and to the extent that, appropriate adjustment shall otherwise have
been made in lieu of the issuance thereof.

         Section 23.  Redemption and Termination.

         (a) The Board of Directors may, at their option, at any time before the
earlier of (i) the close of business on the tenth day following the Stock
Acquisition Date (or,

                                       30

   34



if the Stock Acquisition Date shall have occurred before the Record Date, the
close of business on the tenth day following the Record Date), or (ii) the Final
Expiration Date, redeem all but not less than all the then outstanding Rights at
a redemption price of $.01 per Right, as such amount may be appropriately
adjusted to reflect any stock split, stock dividend, or similar transaction
occurring after the date of this Agreement (such redemption price is referred to
in this Agreement as the "Redemption Price") and the Company may, at its option,
pay the Redemption Price either in shares of Common Stock (based on the "current
market price," as defined in Section 11(d), of the shares of Common Stock at the
time of redemption) or cash. If the Board of Directors authorizes redemption of
the Rights in either of the circumstances described in clauses (i) and (ii)
below, then : (i) such authorization occurs on or after the time a Person
becomes an Acquiring Person, or (ii) such authorization occurs on or after the
date of a change (resulting from a proxy or consent solicitation) if any Person
who is a participant in such solicitation has stated (or, if upon the
commencement of such solicitation, a majority of the Board of Directors has
determined in good faith) that such Person (or any of its Affiliates or
Associates) intends to take, or may consider taking, any action that would
result in such Person becoming an Acquiring Person or that would cause the
occurrence of a Triggering Event unless, concurrent with such solicitation, such
Person (or one or more of its Affiliates or Associates) is making a cash tender
offer pursuant to a Schedule 14D-1 (or any successor form) filed with the
Securities and Exchange Commission for all outstanding shares of Common Stock
not beneficially owned by such Person (or by its Affiliates or Associates).
Notwithstanding anything contained in this Agreement to the contrary, the Rights
shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event
until such time as the Company's right of redemption under this Agreement has
expired.

         (b) Immediately upon the action of the Board of Directors ordering the
redemption of the Rights, evidence of which shall have been filed with the
Rights Agent and without any further action or notice, the right to exercise the
Rights will terminate and the only right thereafter of the holders of Rights
shall be to receive the Redemption Price. Promptly after the action of the Board
of Directors ordering the redemption of the Rights, the Company shall give
notice of such redemption to the Rights Agent and the holders of the then
outstanding Rights by mailing such notice to all such holders at their last
addresses as they appear upon the registry books of the Rights Agent or, before
the Distribution Date, on the registry books of the Transfer Agent for the
Common Stock. Any notice that is mailed in the manner provided in this Agreement
shall be deemed given, whether or not the holder receives the notice. Each such
notice of redemption will state the method by which the payment of the
Redemption Price will be made.

         Section 24.  Exchange.

         (a) The Board of Directors may, at their option, at any time after any
Person becomes an Acquiring Person, exchange all or part of the then outstanding
and

                                       31

   35



exercisable Rights (which would not include Rights that have become void
pursuant to the provisions of Section 7(e)) for shares of Common Stock of the
Company at an exchange ratio of one share of Common Stock per Right,
appropriately adjusted to reflect any stock split, stock dividend, or similar
transaction occurring after the date of this Agreement (the "Exchange Ratio").
Notwithstanding the foregoing, the Board of Directors shall not be empowered to
effect such exchange at any time after any Person (other than an Exempt Person),
together with all Affiliates and Associates of such Person, becomes the
Beneficial Owner of 50% or more of the shares of Common Stock then outstanding.

         (b) Immediately upon the action of the Board of Directors ordering the
exchange of any Rights pursuant to paragraph (a) of this Section 24 and without
any further action or notice, the right to exercise such Rights shall terminate
and the only right thereafter of a holder of such Rights shall be to receive
that number of shares of Common Stock equal to the number of such Rights held by
such holder, multiplied by the Exchange Ratio. The Company promptly shall give
public notice of any such exchange; however, the failure to give, or any defect
in, such notice shall not affect the validity of such exchange. The Company
promptly shall mail a notice of any such exchange to all the holders of such
Rights at their last addresses as they appear upon the registry books of the
Rights Agent. Any notice that is mailed as provided in this Agreement shall be
deemed given, whether or not the holder receives the notice. Each such notice of
exchange will state the method by which the exchange of the Rights for shares of
Common Stock will be effected and, in the event of a partial exchange, the
number of Rights that will be exchanged. Any partial exchange shall be effected
pro rata based on the number of Rights (other than Rights that have become void
pursuant to the provisions of Section 11(a)(ii)) held by each holder of Rights.

         (c) If the Company shall not have sufficient shares of Common Stock
authorized but unissued to permit any exchange of Rights as contemplated in
accordance with this Section 24, the Company shall take all action necessary to
authorize additional shares of Common Stock for issuance upon exchange of the
Rights.

         (d) The Company shall not be required to issue fractions of shares of
Common Stock or to distribute certificates that represent fractions of shares of
Common Stock. In lieu of such fractional shares of Common Stock, the Company may
pay to the registered holders of the Rights Certificates with regard to which
such fractional shares of Common Stock would otherwise be issuable an amount in
cash equal to the same fraction of the current market value of a whole share of
Common Stock. For purposes of this paragraph (d), the current market value of a
whole share of Common Stock shall be the closing price of a share of Common
Stock (as determined pursuant to the second sentence of Section 11(d)) for the
Trading Day immediately prior to the date of exchange pursuant to this Section
24.


                                       32

   36



         Section 25.  Notice of Certain Events.

         (a) If the Company proposes, at any time after the Distribution Date,
(i) to pay any dividend payable in stock of any class to the holders of Common
Stock or to make any other distribution to the holders of Common Stock (other
than a regular quarterly cash dividend out of earnings or retained earnings of
the Company), or (ii) to offer to the holders of Common Stock rights or warrants
to subscribe for or to purchase any additional shares of Common Stock or shares
of stock of any class or any other securities, rights or options, or (iii) to
effect any reclassification of its Common Stock (other than a reclassification
involving only the subdivision of outstanding shares of Common Stock), or (iv)
to effect any consolidation or merger into or with any other Person (other than
a Subsidiary of the Company in a transaction that complies with Section 11(o)),
or to effect any sale or other transfer (or to permit one or more of its
Subsidiaries to effect any sale or other transfer), in one transaction or a
series of related transactions of more than 50% of the assets or earning power
of the Company and its Subsidiaries (taken as a whole) to any other Person or
Persons (other than the Company or any of its Subsidiaries in one or more
transactions each of which complies with Section 11(o), or (v)) to effect the
liquidation, dissolution, or winding up of the Company, then, in each such case,
the Company shall give to each holder of a Rights Certificate, to the extent
feasible and in accordance with Section 26, a notice of such proposed action
that specifies the record date for such stock dividend, distribution of rights,
or the date on which such reclassification, consolidation, merger, sale,
transfer, liquidation, dissolution, or winding up is to take place and the date
of participation therein by the holders of the shares of Common Stock, if any
such date is to be fixed, and such notice shall be so given in the case of any
action covered by clause (i) or (ii) above at least 20 days before the record
date for determining holders of the shares of Common Stock for purposes of such
action, and in the case of any such other action, at least 20 days before the
date of the taking of such proposed action or the date of participation therein
by the holders of the shares of Common Stock, whichever is earlier.

         (b) In case any of the events described in Section 11(a)(ii) shall
occur, (i) the Company shall as soon as practicable thereafter give to each
holder of a Rights Certificate, to the extent feasible and in accordance with
Section 26, a notice of the occurrence of such event that specifies the event
and the consequences of the event to holders of Rights under Section 11(a)(ii),
and (ii) all references in the preceding paragraph to Common Stock shall be
deemed thereafter to refer, if appropriate, to other securities.

         Section 26. Notices. Any notice, demand or delivery authorized by this
Agreement to be given or made by the Rights Agent or by the holder of any Rights
Certificate to or on the Company shall be sufficiently given or made when mailed
if sent by first-class mail, postage-prepaid, addressed (until another address
is filed in writing with the Rights Agent) as follows:

                                       33

   37




                  Rights Agent:     State Street Bank and Trust Company
                                    c/o Boston Equiserve Limited Partnership
                                    150 Royall Street
                                    Canton, MA 02021
                                    Attention:  Client Administration

                  Company:          Romac International, Inc.
                                    120 West Hyde Park Place
                                    Suite 150
                                    Tampa, Florida 33606
                                    Attention:  David L. Dunkel

                  Copies to:        Holland & Knight LLP
                                    400 North Ashley Drive
                                    Suite 2300
                                    Tampa, Florida 33602
                                    Attention:  Michael L. Jamieson, Esq.


         Notices or demands that this Agreement authorizes the Company or the
Rights Agent to give to the holder of any Rights Certificate (or, if before the
Distribution Date, to the holder of certificates representing shares of Common
Stock) shall be sufficiently given or made if sent by first-class mail,
postage-prepaid, addressed to such holder at the address of such holder as shown
on the registry books of the Company.

         Section 27. Supplements and Amendments. Before the Distribution Date
and subject to the penultimate sentence of this Section 27, the Company and the
Rights Agent shall, if the Company so directs, supplement or amend any provision
of this Agreement without the approval of any holders of certificates
representing shares of Common Stock. Beginning on the Distribution Date and
subject to the penultimate sentence of this Section 27, the Company and the
Rights Agent shall, if the Company so directs, supplement or amend this
Agreement without the approval of any holders of Rights Certificates in order
(i) to cure any ambiguity, (ii) to correct or supplement any provision contained
in this Agreement that may be defective or inconsistent with any other
provisions in this Agreement, (iii) to shorten or lengthen any time period under
this Agreement (which lengthening or shortening, following the first occurrence
of an event set forth in clauses (i) and (ii) of the first proviso to Section
23(a), shall require the concurrence of a majority of the Board of Directors) or
(iv) to change or supplement the provisions under this Agreement in any manner
that the Company may deem necessary or desirable and that shall not adversely
affect the interests of the holders of Rights Certificates (other than an
Acquiring Person or an Affiliate or Associate of an Acquiring Person); however,
this Agreement may not be supplemented or amended to lengthen, pursuant to
clause (iii) of this sentence, (A) a period relating to when the Rights may be
redeemed at such time as the Rights are not then

                                       34

   38



redeemable, or (B) any other period unless such lengthening is for the purpose
of protecting, enhancing, or clarifying the rights of, or the benefits to, the
holders of Rights. Upon the delivery of a certificate from an appropriate
officer of the Company that states that the proposed supplement or amendment is
in compliance with the terms of this Section 27, the Rights Agent shall execute
such supplement or amendment. Notwithstanding anything contained in this
Agreement to the contrary, no supplement or amendment shall be made that changes
the Redemption Price, the Final Expiration Date, the Purchase Price, or the
number of shares of Common Stock for which a Right is exercisable. Before the
Distribution Date, the interests of the holders of Rights shall be deemed
coincident with the interests of the holders of Common Stock.

         Section 28. Successors. All the provisions of this Agreement by or for
the benefit of the Company or the Rights Agent shall bind and inure to the
benefit of their respective successors and assigns under this Agreement.

         Section 29. Determinations and Actions by the Board of Directors, etc.
For all purposes of this Agreement, any calculation of the number of shares of
Common Stock outstanding at any particular time, including for purposes of
determining the particular percentage of such outstanding shares of Common Stock
of which any Person is the Beneficial Owner, shall be made in accordance with
the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations
under the Exchange Act. The Board of Directors shall have the exclusive power
and authority to administer this Agreement and to exercise all rights and powers
specifically granted to the Board of Directors or to the Company, or as may be
necessary or advisable in the administration of this Agreement, including, the
right and power to (i) interpret the provisions of this Agreement, and (ii) make
all determinations considered advisable for the administration of this Agreement
(including a determination to redeem or not redeem the Rights or to amend the
Agreement). All such actions, calculations, interpretations, and determinations
(including, for purposes of clause (y) below, all omissions with respect to the
foregoing) that are done or made by the Board of Directors in good faith, shall
(x) be final, conclusive, and binding on the Company, the Rights Agent, the
holders of the Rights, and all other parties, and (y) not subject the Board of
Directors to any liability to the holders of the Rights.

         Section 30. Benefits of this Agreement. Nothing in this Agreement shall
be construed to give to any Person other than the Company, the Rights Agent, and
the registered holders of the Rights Certificates (and, before the Distribution
Date, registered holders of the Common Stock) any legal or equitable right,
remedy, or claim under this Agreement; but this Agreement shall be for the sole
and exclusive benefit of the Company, the Rights Agent, and the registered
holders of the Rights Certificates (and, before the Distribution Date,
registered holders of the Common Stock).


                                       35

   39



         Section 31. Severability. If any provision of this Agreement is held by
a court of competent jurisdiction or other authority to be invalid, void, or
unenforceable, the remainder of the provisions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
Notwithstanding anything in this Agreement to the contrary, if any such
provision is held by such court or authority to be invalid, void, or
unenforceable and the Board of Directors determine in their good faith judgment
that severing the invalid language from this Agreement would adversely affect
the purpose or effect of this Agreement, the right of redemption set forth in
Section 23 shall be reinstated and shall not expire until the close of business
on the tenth day following the date of such determination by the Board of
Directors. Without limiting the foregoing, if any provision requiring that a
determination be made by less than the entire Board of Directors is held by a
court of competent jurisdiction or other authority to be invalid, void, or
unenforceable, such determination shall then be made by the entire Board of
Directors in accordance with applicable law and the Company's Articles of
Incorporation and Bylaws.

         Section 32. Governing Law. This Agreement, each Right and each Rights
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of Florida and for all purposes shall be governed by and
construed in accordance with the laws of the State of Florida applicable to
contracts made and to be performed entirely within the State of Florida.

         Section 33. Counterparts. This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.

         Section 34. Descriptive Headings. Descriptive headings of the several
sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions of this
Agreement.


                                       36

   40



         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and attested, all as of the day and year first above written.


                                        ROMAC INTERNATIONAL, INC.


                                        By:_____________________________________
                                        Name:
                                        Title:




                                        STATE STREET BANK AND TRUST
                                        COMPANY
                                        as Rights Agent


                                        By:_____________________________________
                                        Name:
                                        Title:


                                       37

   41



                                                                       Exhibit A

                          [Form of Rights Certificate]

Certificate No. R-                                              _________ Rights

NOT EXERCISABLE AFTER OCTOBER 28, 2008 OR EARLIER IF REDEMPTION OR EXCHANGE
OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT
$.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN
CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS
DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY
BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR
WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN
AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE
RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS
REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN
SECTION 7(e) OF SUCH AGREEMENT.]*

                               Rights Certificate

                            ROMAC INTERNATIONAL, INC.

         This certifies that _______________________________________________, or
registered assigns, is the registered owner of the number of Rights set forth
above, each of which entitles the owner thereof, subject to the terms,
provisions, and conditions of the Rights Agreement, dated as of October 28, 1998
(the "Rights Agreement"), between ROMAC INTERNATIONAL, INC., a Florida
corporation (the "Company"), and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts Trust Company (the "Rights Agent"), to purchase from the Company
at any time before 5:00 p.m., eastern time, on October 28, 2008 at the office of
the Rights Agent designated for such purpose, or its successors as Rights Agent,
one fully paid, non-assessable share of common stock, par value $.01 per share
(the "Common Stock"), of the Company, at a purchase price of $125.00 per share
(the "Purchase Price"), upon presentation and surrender of this Rights
Certificate with the Form of Election to Purchase and related Certificate duly
executed. The number of Rights evidenced by this Rights Certificate (and the
number of shares that may be purchased upon exercise thereof) set forth above,
and the Purchase Price per share set forth above, are the number and Purchase
Price as of October 28, 1998, based on the Common Stock as constituted at such
date. Capitalized


______________________

*        The portion of the legend in brackets shall be inserted only if
         applicable, shall be modified to apply to an Acquiring Person, as
         applicable, and shall replace the preceding sentence.


   42



items not defined in this Rights Certificate shall have the meaning set forth in
the Rights Agreement.

         As provided in the Rights Agreement, the Purchase Price and the number
of shares of Common Stock that may be purchased upon the exercise of the Rights
represented by this Rights Certificate are subject to modification and
adjustment upon the occurrence of certain events.

         This Rights Certificate is subject to all provisions of the Rights
Agreement, which provisions are hereby incorporated by reference and made a part
of this Rights Certificate and to which Rights Agreement reference is hereby
made for a full description of the rights, limitations of rights, obligations,
duties, and immunities under this Rights Certificate of the Rights Agent, the
Company, and the holders of the Rights Certificates, which limitations of rights
include the temporary suspension of the exercisability of such Rights under the
circumstances described in the Rights Agreement. Copies of the Rights Agreement
are on file at the above-mentioned office of the Rights Agent and are also
available upon written request to the Rights Agent.

         This Rights Certificate, with or without other Rights Certificates,
upon surrender at the office of the Rights Agent designated for such purpose,
may be exchanged for another Rights Certificate or Certificates of like tenor
and date evidencing Rights entitling the holder to purchase a like aggregate
number of shares of Common Stock as the Rights evidenced by the Rights
Certificate or Certificates surrendered shall have entitled such holder to
purchase. If this Rights Certificate is exercised in part, the holder shall be
entitled to receive upon surrender of this Rights Certificate another Rights
Certificate or Certificates for the number of whole Rights not exercised.

         Subject to the provisions of the Rights Agreement, the Rights evidenced
by this Certificate may be redeemed by the Company at its option at a redemption
price of $.01 per Right at any time before the earlier of the close of business
on (i) the tenth day following the Stock Acquisition Date (as such period may be
extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date.
Under circumstances set forth in the Rights Agreement, the decision to redeem
shall require the concurrence of a majority of the Board of Directors.

         The Company is not required to issue any fractional shares of Common
Stock upon the exercise of any Right or Rights evidenced by this Rights
Certificate. In lieu thereof, the Company may make a cash payment as provided in
the Rights Agreement.

         No holder of this Rights Certificate, as such, shall be entitled to
vote or receive dividends or be deemed for any purpose the holder of shares of
Common Stock or of any other securities of the Company that may at any time be
issuable on the exercise of this Rights Certificate, nor shall anything
contained in the Rights Agreement or in this Rights Certificate be construed to
confer upon the holder hereof, as such, any of

                                        2

   43



the rights of a shareholder of the Company or any right to vote for the election
of directors or upon any matter submitted to shareholders at any meeting
thereof, or to give or withhold consent to any corporate action, or to receive
notice of meetings or other actions affecting shareholders (except as provided
in the Rights Agreement), or to receive dividends or subscription rights, or
otherwise, until the Right or Rights represented by this Rights Certificate
shall have been exercised as provided in the Rights Agreement.

         This Rights Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.

         IN WITNESS WHEREOF the facsimile signature of the proper officers of
the Company.

Dated as of ______________, 19__


                                        ROMAC INTERNATIONAL, INC.



                                        By:_____________________________________
                                        Title:



Countersigned:

STATE STREET BANK AND
  TRUST COMPANY, as Rights Agent


By:______________________________
         Authorized Signature


                                        3

   44



                  [Form of Reverse Side of Rights Certificate]

                               FORM OF ASSIGNMENT

                (To be executed by the registered holder if such
               holder desires to transfer the Rights Certificate.)

FOR VALUE RECEIVED _____________________________________________________________

hereby sells, assigns and transfers unto________________________________________

________________________________________________________________________________
                  (Please print name and address of transferee)

________________________________________________________________________________

this Rights Certificate, together with all right, title, and interest therein,
and does hereby irrevocably constitute and appoint _______________ Attorney, to
transfer the within Rights Certificate on the books of the within-named Company,
with full power of substitution.

Dated:  ___________________, ____


                                        ________________________________________
                                        Signature

Signature Guaranteed:

                                   Certificate

The undersigned hereby certifies by checking the appropriate boxes that:

         (1) this Rights Certificate [ ] is [ ] is not being sold, assigned, and
transferred by or on behalf of a Person who is or was an Acquiring Person or an
Affiliate or Associate of any Acquiring Person (as such term is defined pursuant
to the Rights Agreement);

                                        4

   45



         (2) after due inquiry and to the best knowledge of the undersigned, it
[ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from
any Person who is, was, or subsequently became an Acquiring Person or an
Affiliate or Associate of an Acquiring Person.

Dated:  _________________, __ __    ____________________________________________
                                    Signature

Signature Guaranteed:

                                     NOTICE

         The signature to the foregoing Assignment and Certificate must
correspond to the name as written upon the face of this Rights Certificate in
every particular, without alteration or enlargement or any change whatsoever.

                                        5

   46



                          FORM OF ELECTION TO PURCHASE

              (To be executed if holder desires to exercise Rights
                     represented by the Rights Certificate.)


To:  ROMAC INTERNATIONAL, INC.

         The undersigned hereby irrevocably elects to exercise ___________
Rights represented by this Rights Certificate to purchase the shares of Common
Stock issuable upon the exercise of the Rights or such other securities of the
Company or of any other person that may be issuable upon the exercise of the
Rights and requests that certificates for such shares be issued in the name of
and delivered to:

Please insert social security
or other identifying number_____________________________________________________

________________________________________________________________________________
                         (Please print name and address)

________________________________________________________________________________

         If such number of Rights shall not be all the Rights represented by
this Rights Certificate, a new Rights Certificate for the balance of such Rights
shall be registered in the name of and delivered to:


                                        6

   47



             Form of Reverse Side of Rights Certificate -- continued


Please insert social security
or other identifying number_____________________________________________________


________________________________________________________________________________
                         (Please print name and address)

________________________________________________________________________________

Dated: ____________________ , ____

                                    ____________________________________________
                                    Signature
Signature Guaranteed:

                                   Certificate

        The undersigned hereby certifies by checking the appropriate boxes that:

         (1) the Rights represented by this Rights Certificate [ ] are [ ] are
not being exercised by or on behalf of a Person who is or was an Acquiring
Person or an Affiliate or Associate of any Acquiring Person (as such term is
defined pursuant to the Rights Agreement);

         (2) after due inquiry and to the best knowledge of the undersigned, it
[ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from
any Person who is, was or became an Acquiring Person or an Affiliate or
Associate of an Acquiring Person.

Dated: _________________, ____      ____________________________________________
                                    Signature

Signature Guaranteed:


                                        7

   48



                                     NOTICE

         The signature to the foregoing Election to Purchase and Certificate
must correspond to the name as written upon the face of this Rights Certificate
in every particular, without alteration or enlargement or any change whatsoever.





                                        8

   49



                                                                       Exhibit B

                          SUMMARY OF RIGHTS TO PURCHASE
                                  COMMON STOCK

         Effective October 28, 1998, the Board of Directors of ROMAC
INTERNATIONAL, INC. (the "Company") declared a dividend distribution of one
Right for every outstanding share of common stock, par value $.01 per share (the
"Common Stock"), of the Company to shareholders of record at the close of
business on October 28, 1998. Each Right entitles the registered holder to
purchase from the Company one share of Common Stock at a price of $125.00 per
share (the "Purchase Price"), subject to adjustment. The description and terms
of the Rights are set forth in a Rights Agreement (the "Rights Agreement")
between the Company and State Street Bank and Trust Company, as Rights Agent.

         Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. The Rights will separate from the Common Stock and a
Distribution Date will occur upon the earliest of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common Stock (the "Stock
Acquisition Date") or (ii) 10 business days following the commencement of a
tender offer or exchange offer that would result in the beneficial ownership by
a person or group of 15% or more of such outstanding shares of Common Stock.

         Until the Distribution Date, (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with such Common
Stock certificates, (ii) new Common Stock certificates issued after October 28,
1998 will contain a notation incorporating the Rights Agreement by reference,
and (iii) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate.

         The Rights are not exercisable until the Distribution Date and will
expire at the close of business on October 28, 2008, unless earlier redeemed by
the Company as described below.

         As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board of Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.

         If any person (other than an Exempt Person as defined in the Rights
Agreement) becomes the beneficial owner of 15% or more of the then outstanding
shares of


   50



Common Stock (except pursuant to an offer for all outstanding shares of Common
Stock determined by the Board of Directors to be fair to and otherwise in the
best interests of the Company and its shareholders), each holder of a Right will
thereafter have the right to receive, upon exercise thereof, the number of
shares of Common Stock (or, in certain circumstances, cash, property, or other
securities of the Company or a reduction in the purchase price) having a value
equal to two times the exercise price of the Right. Notwithstanding any of the
foregoing, following the occurrence of the event described above, all Rights
that are, or (under certain circumstances specified in the Rights Agreement)
were, beneficially owned by any Acquiring Person will be void. The Rights,
however, are not exercisable following the occurrence of the event set forth
above until such time as the Rights are no longer redeemable by the Company as
set forth below. David L. Dunkel, CEO of the Company and currently the
beneficial owner of 8.0% of the Company's Common Stock, is classified as an
Exempt Person in the Rights Agreement.

         For example, at an exercise price of $125, each Right not owned by an
Acquiring Person (or by certain related parties) following an event set forth in
the preceding paragraph would entitle its holder to purchase $250 worth of
Common Stock (or other consideration, as noted above) for $125. Assuming that
the Common Stock had a per share market value of $50 at such time, the holder of
each valid Right would be entitled to purchase 5 shares of Common Stock for
$125.

         If at any time following the Stock Acquisition Date, (i) the Company is
acquired in a merger or other business combination transaction in which the
Company is not the surviving corporation (other than pursuant to a tender offer
or exchange offer for all outstanding shares of Common Stock determined by the
Board of Directors to be fair to and otherwise in the best interests of the
Company and its shareholders), or (ii) more than 50% of the Company's assets or
earning power is sold or transferred, each holder of a Right (except Rights that
previously have been voided as set forth above) shall thereafter have the right
to receive, upon exercise, common stock of the acquiring company having a value
equal to two times the exercise price of the Right. If the Rights cannot be
exercised for common stock of the acquiring company as set forth above, Right
holders will be entitled to put the Rights to the acquiring company for cash
equal to the exercise price of the Rights. The events set forth in this
paragraph and in the second preceding paragraph are referred to as the
"Triggering Events."

         The Purchase Price payable, and the number of shares of Common Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination, or reclassification of, the Common
Stock, (ii) if holders of the Common Stock are granted certain rights or
warrants to subscribe for Common Stock or convertible securities at less than
the current market price of the Common Stock, or (iii) upon the distribution to
holders of the Common Stock of evidences of

                                        2

   51



indebtedness or assets (excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred to above).

         With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least one percent of the
Purchase Price. No fractional share of Common Stock will be issued and, in lieu
thereof, an adjustment in cash will be made based on the market price of the
Common Stock on the last trading date prior to the date of exercise.

         At any time until ten days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of $.01 per
Right, payable in cash, or shares of Common Stock or other consideration deemed
appropriate by the Board of Directors. Immediately upon the action of the Board
of Directors ordering redemption of the Rights, the Rights will terminate and
the only right of the holders of Rights will be to receive the $.01 redemption
price.

         At any time after any Person becomes an Acquiring Person and prior to
the acquisition by such Person of 50% or more of the outstanding shares of
Common Stock, the Board of Directors of the Company may exchange the Rights
(other than Rights owned by such person or group that will have become void), in
whole or in part, at an exchange ratio of one share of Common Stock per Right
(subject to adjustment).

         Until a Right is exercised, the holder of the Right, as such, will have
no rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights will
not be taxable to shareholders or to the Company, shareholders may, depending
upon the circumstances, recognize taxable income in the event that the Rights
become exercisable for Common Stock (or other consideration) of the Company or
for common stock of the acquiring company as set forth above.

         Other than those provisions relating to the principal economic terms of
the Rights, any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company before the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board of Directors in order to cure any ambiguity, to make changes that do not
adversely affect the interests of holders of Rights (excluding the interests of
any Acquiring Person), or to shorten or lengthen any time period under the
Rights Agreement; however, no amendment to adjust the time period governing
redemption shall be made at such time as the Rights are not redeemable.

         A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a current report on Form 8-K dated October
28, 1998. A copy of the Rights Agreement is available free of charge from the
Company. This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.


                                       3

EX-99.1

   1
                                                                    Exhibit 99.1





              Wednesday October 28, 1998  - 9:58 a.m. Eastern Time


Company Press Release

Source:  Romac International, Inc.

Romac International Announces 43% Revenue and 63% Earnings Growth For
Third Quarter of 1998

TAMPA, Fla., Oct. 28 /PR Newswire/ -- Romac International, Inc. (Nasdaq: ROMC),
which completed its merger with Source Services Corporation ("Source") on April
20, 1998, today announced results for the third quarter of 1998. Revenues
increased by 43% to $174.4 million, net income, excluding merger, restructuring
and integration costs, increased 63% to $9.8 million and diluted earnings per
share, excluding merger, restructuring and integration costs, increased by 50%
to $.21. This merger was accounted for under the pooling of interests method;
accordingly, all historical results have been restated.

    Third Quarter Performance

    Net service revenues for the third quarter of 1998 increased to $174.4
million from $122.3 million for the same period in 1997. This represents an
increase of 43 percent. Net income for the quarter, excluding merger,
restructuring and integration costs of $3.3 million, increased to $9.8 million
for the third quarter of 1998 from $6.0 million for the same period in 1997.
This represents an increase of 63 percent. Merger, restructuring and integration
expenses related to the Source merger for the quarter consisted primarily of
$3.3 million related to restructuring and integration related expenses. Diluted
earnings per share before merger, restructuring and integration costs, increased
to $.21 for the third quarter of 1998 from $.14 for the same period in 1997.
This represents an increase of 50 percent.

  Diluted weighted average shares outstanding for the third quarter increased by
14 percent to 47.4 million from 41.6 million for the same period in 1997.

    Nine Month Performance

    Net service revenues for the first nine months of 1998 increased to $496.1
million from $333.3 million for the same period in 1997. This represents an
increase of 49 percent. Net income for the first nine months of 1998, excluding
merger, restructuring and integration costs of $23.5 million associated with the
Source merger, increased to $25.9 million for the first nine months of 1998 from
$14.8 million for the same period in 1997. This represents an increase of 75
percent. Merger, restructuring and integration 


   2


expenses for the nine month period ended September 30, 1998 consisted primarily
of $8.2 million of direct costs related to the merger and $15.3 million of
restructuring and integration related expenses. Diluted earnings per share
before merger, restructuring and integration costs, increased to $.55 for the
first nine months of 1998 from $.36 for the same period in 1997. This represents
an increase of 53 percent. Diluted weighted average shares outstanding for the
first nine months of 1998 increased by 15 percent to 47.5 million from 41.2
million for the same period in 1997.

    Source Services Integration

    David L. Dunkel, chairman and chief executive officer, commented, "The
integration of Source continues at a rapid pace. During the quarter, we
announced corporate executive and operating line management appointments which
reflect the functional realignment and operational integration of Source's
management with Romac's existing management team. Our goal has been to organize
in a manner conducive to maintaining our central theme of customer intimacy. Our
management team is now aligned to meet the needs of the organization and both of
our customers -- client companies and the KnowledgeForce. Other integration
milestones we achieved during the quarter include the completion of a computer
hardware, software and communication network upgrade that standardizes and
connects the entire Source heritage organization to Romac's existing
infrastructure system. The entire combined entity now operates on a common
technology platform with full, national network connectivity. Our customers are
already realizing the power of this capability. With regards to corporate
service functions, we integrated the accounts payable, general ledger, core
employee and billable personnel payroll systems into our PeopleSoft platform.
Benefit plan administration, facilities management, help desk operations and
other corporate service functions are now managed out of our corporate
facilities in Tampa, Florida."

    Dunkel continued, "Total merger, restructuring and integration costs through
the end of the third quarter of 1998 have totaled $23.5 million. This includes
direct costs such as accounting, legal, and investment banking fees, document
printing and mailing costs and SEC registration fees totaling $8.2 million and
restructuring and integration costs such as employee severance, lease
terminations and other direct restructuring and integration expenses totaling
$15.3 million. We now estimate that an additional $8.5 million of restructuring
and integration costs will be incurred during the fourth quarter of 1998 and as
a result, our new estimate of the total merger, restructuring and integration
costs related to the Source merger is $32 million. This revises our previously
announced estimate of $40 to $45 million. There were two primary reasons for the
substantial reduction in the new estimate of total merger related costs. First,
our decision to maintain the Romac brand name and secondly, our diligence in
managing the merger process. Both of these events resulted in significantly
lower merger related costs.

    New Business Initiatives

    Dunkel said, "After implementation of integration processes and subsequent
to the realignment of executive and operational management, we implemented a
number of new business initiatives. Within Information Technology, and more
specifically within our Emerging Technologies arena, highlights for the quarter
included the rollout of our Education Services Practice which focuses on
training our customer's end user community, the attainment of Alliance Partner
status with Oracle, the graduation of a Lotus Notes/Domino class, and
geographical expansion of Emerging Technology services into three new markets



   3


(Southern California, San Francisco and Denver). Within Finance & Accounting,
Executive Solutions, our contract and permanent placement service focused on
highly skilled finance and accounting executives expanded into the Houston,
Dallas and Atlanta markets, more than doubling the number of markets it serves.
Romac Human Resources named Candace H. Solhjou as president, expanded its
services into the Atlanta market and announced that four additional markets (New
York, San Francisco, Dallas and Chicago) are expected to be opened by year-end.
Pete Alonso, president of Romac Operating Specialties announced a planned
expansion of Health Care services into three new markets (St Louis, Columbus and
Miami) and an expansion of Pharmaceutical services into two new markets
(Charlotte and Philadelphia), all by year end. These expansions of our service
offerings leveraged the existing infrastructure now in place as a result of the
Source merger and further exemplify our commitment to a diverse and balanced
growth strategy. To further illustrate the geographical recruiting and
distribution benefits of this enlarged infrastructure, our Major and National
Accounts team brought to the table a total of nine new or expanded relationships
during the quarter."

    Business Climate

    "In a quarter where public stock markets expressed concern over potential
industry-wide slowing growth, we have delivered record results," stated Dunkel.
"Each of our functional business units delivered solid performance, business
demand for all our services is currently strong and we are encouraged by the
outlook going forward." Dunkel concluded, "We believe our patience in the
process of evaluating the international market has put us in a favorable
position to capitalize upon opportunities in this changing business climate."

    The Services

    Romac International, Inc., "The KnowledgeForce Resource(SM)," provides
flexible and permanent staffing solutions for organizations and career
management for individuals in the specialty skill areas of information
technology, finance and accounting, human resources, engineering,
pharmaceutical, health care, legal and financial services. The Company partners
primarily with Fortune 1000 companies.

    Adoption of Shareholder Rights Plan

    Romac also announced that its Board of Directors approved the adoption of a
Shareholder Rights Plan (the "Rights Plan") by which rights will be distributed
as a dividend at the rate of one right for each share of common stock, par value
$.01 per share (the "Common Stock"), of the Company held by shareholders of
record as of October 28, 1998 (the "Record Date").

    The Rights Plan is intended to protect shareholders by deterring coercive
takeover tactics, including the accumulation of 15% or more of the Company's
Common Stock in the open market or through private transactions and to prevent
an acquirer from gaining control of the Company without offering a fair price to
all of the Company's shareholders. Acquisitions of shares of Common Stock by
David L. Dunkel, the Company's chief executive officer and principal
shareholder, are exempt from the operation of the Rights Plan. The adoption of
the Rights Plan was not in response to any takeover proposal. The Rights Plan
will expire on October 28, 2008.

    Additional information regarding the Rights Plan will be contained in a
report on Form 8-K that is being filed by the Company today with the


   4


Securities and Exchange Commission, and in summary to be mailed to all
shareholders following the Record Date.

    Conference Call

    A conference call regarding this press release is scheduled for Wednesday,
October 28, 1998, at 11:00a.m., Eastern Standard Time (10:00 Central -- 9:00
Mountain - 8:00 a.m. Pacific). The call in number for this conference is:
1-706-645-9716 Reservation #495679

     Certain of the above statements contained in this press release are
forward-looking statements that involve a number of risks and uncertainties.
Such forward-looking statements are within the meaning of that term in Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Act of 1934, as amended. Factors that could cause actual results to differ
materially include the following: business conditions and growth in the staffing
industry and general economy; competitive factors, risks due to shifts in the
market demand; changes in the service mix; ability of the Company to complete
acquisitions; and the risk factors listed from time to time in the Company's
reports filed with the Securities and Exchange Commission, as well as
assumptions regarding the foregoing. The words "believe," "estimate," "expect,"
"intend," "anticipate" and similar expressions and variations thereof identify
certain of such forward-looking statements, which speak only as of the dates on
which they were made. The Company undertakes no obligation to publicly update or
revise any forward- looking statement, whether as a result of such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ materially from
those indicated in the forward-looking statements as a result of various
factors. Readers are cautioned not to place undue reliance on these
forward-looking statements.


   5


                            ROMAC INTERNATIONAL, INC.
                      STATEMENT OF SELECTED OPERATING DATA



                                      FOR THE QUARTER ENDED       FOR THE NINE MONTHS ENDED
                                   SEPTEMBER 30,  SEPTEMBER 30,  SEPTEMBER 30,  SEPTEMBER 30,
                                       1998           1997         1998             1997
                                        (Unaudited)                    (Unaudited)
                                    (in thousands except           (in thousands except
                                       per share data)                per share data)
                                                                         
Net Service Revenues:

Information Technology               $114,394       $ 75,672       $311,855       $203,550
Finance and Accounting                 47,683         39,437        142,266        110,164
Human Resources                         4,509          2,647         13,366          8,473
Operating Specialties                   7,775          4,570         28,597         11,092
                                     $174,361       $122,326       $496,084       $333,279

Earnings before merger
 and integration
 expenses                            $ 16,931       $ 10,171       $ 44,713       $ 25,329
Merger and integration
 expenses                              (3,272)                      (23,493)
Income before taxes                  $ 13,659       $ 10,171       $ 21,220       $ 25,329

Net Income:
 Net income before
  merger and integration
  expenses                           $  9,820       $  5,995       $ 25,934       $ 14,783
 Less: merger and
  integration expenses,
  net of tax                           (3,628)                      (17,181)
                                     $  6,192       $  5,995       $  8,753       $ 14,783

Earnings Per Share -
 Basic

 Before merger and
  integration expenses               $   0.22       $   0.15       $   0.57       $   0.37
 Merger and integration
  expenses, net of tax                  (0.08)          0.00          (0.38)          0.00
 Net earnings per share
  basic                              $   0.14       $   0.15       $   0.19       $   0.37

Weighted Average Shares
 O/S-Basic                             45,498         40,066         45,307         39,714

Earnings Per Share -
 diluted

 Before merger and
  integration expenses               $   0.21       $   0.14       $   0.55       $   0.36
 Merger and integration
  expenses, net of tax                  (0.08)          0.00          (0.37)          0.00
Net earnings per share -
 diluted                             $   0.13       $   0.14       $   0.18       $   0.36

Weighted Average Shares
 O/S-diluted                           47,436         41,612         47,464         41,183



                           ROMAC INTERNATIONAL, INC.
                      STATEMENT OF SELECTED OPERATING DATA





                                      FOR THE QUARTER ENDED       FOR THE NINE MONTHS ENDED
                                   SEPTEMBER 30,  SEPTEMBER 30,  SEPTEMBER 30,  SEPTEMBER 30,
                                       1998           1997         1998             1997
                                        (Unaudited)                    (Unaudited)
                                       (in thousands)                 (in thousands)        
                                                                         
Net Service Revenues:


Flexible Billings                    $140,365       $ 91,317       $394,160       $244,868
Search Fees                            33,996         31,009        101,924         88,411

                                     $174,361       $122,326       $496,084       $333,279