As filed with the Securities and Exchange Commission on May 2, 2002
Registration Nos. 333-79001, 333-88329 and 333-64252
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENTS NO. 1 TO
Form S-8
REGISTRATION STATEMENTS UNDER THE SECURITIES ACT OF 1933

MPS GROUP, INC.
(Exact name of registrant as specified in charter)

Florida 59-3116655
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

One Independent Drive, Jacksonville, FL 32202
(Address of principal executive office, including zip code)
--------------------------------------------------------------

MPS GROUP, INC. AMENDED AND RESTATED 1995 STOCK OPTION PLAN

MPS GROUP, INC. EXECUTIVE OPTION PLAN
(and the related STOCK OPTION AGREEMENT WITH DEREK E. DEWAN)

RESTRICTED STOCK AGREEMENT WITH DEREK E. DEWAN
(Full title of plans)

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

Copies to:

Pamela K. Phillips, Esq. Robert P. Crouch Joseph L. Seiler, III, Esq.
LeBoeuf, Lamb, Greene Treasurer & CFO LeBoeuf, Lamb, Greene
& MacRae, L.L.P. MPS Group, Inc. & MacRae, L.L.P.
50 N. Laura Street One Independent Drive 125 West 55th Street
Jacksonville, FL 32202 Jacksonville, FL 32202 New York, NY 10019
904- 354-8000 904-360-2000 212-424-8000

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

EXPLANATORY STATEMENT

This constitutes (i) post-effective amendment no. 1 to the registrant's
registration statement on form S-8 (File No. 33-79001), (ii) post-effective
amendment no. 1 to the registrant's registration statement on form S-8 (File No.
333-88329), and (iii) post-effective amendment no. 1 to the

registrant's registration statement on form S-8 (File No. 333-64252) filed by
registrant (formerly known as Modis Professional Services, Inc. and also
formerly known as AccuStaff Incorporated). The reoffer prospectus contained
herein is intended to be a combined prospectus under Securities Act Rule 429.

REOFFER PROSPECTUS

MPS GROUP, INC.

Common stock, par value US $0.01 per share

2,472,600 shares of common stock issued or issuable to Derek E. Dewan under the
MPS Group, Inc. Amended and Restated 1995 Stock Option Plan

950,000 shares of common stock issued or issuable to Derek E. Dewan under the
MPS Group, Inc. Executive Option Plan, as described in Stock Option Agreement
dated as of January 1, 1999 between Derek E. Dewan and MPS

960,000 shares of common stock issued or issuable to Derek E. Dewan under the
Restricted Stock Agreement effective as of March 29, 2001, between Derek E.
Dewan and MPS

This prospectus relates to the offer and sale of our common stock, par value US
$0.01 per share, which may be offered hereby from time to time by the selling
shareholder named herein for his own benefit.

All or a portion of the common stock offered hereby may be offered for sale,
from time to time, through the New York Stock Exchange or otherwise, at prices
and terms then obtainable. All brokers' commissions, concessions or discounts
will be paid by the selling shareholder. We will not receive any of the proceeds
from sales by selling shareholder.

The selling shareholder and brokers through whom sales of the common stock are
made may be deemed to be "underwriters" within the meaning of Section 2(11) of
the Securities Act of 1933 (as amended, the "Securities Act"). In addition, any
profits realized by the selling shareholder or such brokers on the sale of the
common shares may be deemed to be underwriting commissions under the Securities
Act. Our common stock is traded on the New York Stock Exchange under the symbol
"MPS". The last reported sale price of the common shares on the New York Stock
Exchange on May 1, 2002 was $9.00 per share.

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

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

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

The date of this Prospectus is May 2, 2002

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TABLE OF CONTENTS

Page

THE COMPANY............................................................. 3

USE OF PROCEEDS......................................................... 3

SELLING SECURITY HOLDERS................................................ 3

PLAN OF DISTRIBUTION.................................................... 4

DESCRIPTION OF REGISTRANT'S SECURITIES.................................. 4

LEGAL MATTERS............................................................5

EXPERTS.......................................... .......................5

AVAILABLE INFORMATION....................................................5

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..........................6

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THE COMPANY

MPS Group, Inc. ("MPS" or the "Company") (NYSE: MPS) was incorporated under the
laws of the State of Florida as AccuStaff Incorporated, and subsequently changed
its name to Modis Professional Services, Inc. Effective January 1, 2002, the
Company completed its name change from Modis Professional Services to MPS Group,
Inc. Our executive offices are located at One Independent Drive, Jacksonville,
Florida 32202, telephone number (904) 360-2000.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the common stock offered by
this prospectus. All proceeds will be received by the selling shareholder.

SELLING SECURITY HOLDERS

Under our (1) Amended and Restated 1995 Stock Option Plan (the "1995 Stock
Option Plan"), there are available a total of 20,000,000 shares of common stock
for issuance to our employees (including our officers, our employees who are
also directors, and our and our subsidiaries' executive personnel), and (2)
Executive Option Plan (the "Executive Option Plan"), there are available a total
of 950,000 shares of common stock for issuance to Derek E. Dewan. Pursuant to
the Restricted Stock Agreement made effective as of March 29, 2001 (the "Dewan
Restricted Stock Agreement") between Derek E. Dewan and MPS, there are 960,000
shares of common stock for issuance (subject to vesting) to Derek E. Dewan. In
this prospectus, we refer to the 1995 Stock Option Plan, the Executive Option
Plan and the Dewan Restricted Stock Agreement, collectively as the "Plans". The
common stock to which this prospectus relates are being registered for reoffers
and resales by selling shareholder who may acquire, or have acquired, such
shares pursuant to the Plans. The selling shareholder named below may resell
all, a portion, or none of the shares that he has acquired or may acquire
pursuant to the Plans. As a result, no estimate can be given as to the amount of
securities that will be held by the selling shareholders after completion of
sale of the common stock offered hereby.

Participants under the Plans who are deemed to be our affiliates who acquire
common stock under the Plans may be added to the selling shareholders listed
below from time to time, either by means of a post-effective amendment to the
registration statements of which this prospectus forms a part or by use of a
prospectus supplement filed under Rule 424 under the Securities Act.
Non-affiliates who have not been named as selling shareholders in the prospectus
and who hold less than the lesser of 1,000 shares or one percent (1%) of the
common stock issuable under the 1995 Stock Option Plan may use this prospectus
for reoffers and resales of common shares up to that amount without being named
in this prospectus as a selling shareholder.

The following table sets forth certain information concerning the selling
shareholders as of April 26, 2002. Except as disclosed below, none of such
selling shareholders has, or within the past three years has had, any position,
office or other material relationship with us:

Maximum Number of Shares
Shares Owned Owned and/or Subject to
Position(s) with Prior to Outstanding Options Which
Name of Shareholder the Company Offering(1) May Be Offered Hereby(1)
------------------- ------------------ ------------- --------------------------

Derek E. Dewan (2) Chairman and Director; 4,392,700 4,382,600
former CEO

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

(1) Amounts in the third column do not reflect ownership of options that are not
currently exercisable within 60 days of the date hereof. Amounts in the fourth
column represent the number of shares of common stock issued or issuable to each
selling shareholder under the Plans. Such amounts do not constitute a commitment
to sell any or all of the stated number of shares of common stock. The number of
such shares offered shall be determined from time to time by each selling
shareholder at his discretion. Amounts in the fourth column reflect ownership of
all options regardless of whether they are currently exercisable within 60 days
of the date hereof.

(2) The amount in the third column reflects (a) 10,100 shares owned by Mr.
Dewan, (b) 960,000 restricted shares owned by Mr. Dewan, subject to vesting on
the fifth anniversary of their grant (unless there is a change in control of the
Company, Mr. Dewan dies or is disabled, Mr. Dewan is removed from the Board, or
certain other events occur, in which case these shares will vest immediately),
pursuant to the Dewan Restricted Stock Agreement (c) 2,472,600 shares issuable
upon the exercise of currently exercisable options owned Mr. Dewan and issued to
him under the 1995 Stock Option Plan, and (d) 950,000 shares issuable upon the
exercise of currently exercisable options owned by Mr. Dewan and issued to him
under the Executive Option Plan.

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PLAN OF DISTRIBUTION

The selling shareholder may sell shares of common stock through dealers,
through agents or directly to one or more purchasers. The distribution of the
shares may be effected from time to time in one or more transactions (which may
involve crosses or block transactions):

o on any national stock exchanges on which the common shares may be traded
from time to time in transactions which may include special offerings, exchange
distributions and/or secondary distributions pursuant to and in accordance with
the rules of such exchanges,

o in the over-the-counter market, or

o in transactions other than on such exchanges or in the over-the-counter
market, or a combination of such transactions.

Any such transaction may be effected at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices
or at fixed prices. The selling shareholder may effect such transactions by
selling shares of common stock to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the selling shareholder and/or commissions from purchasers of
the shares for whom they may act as agent. The selling shareholder and any
broker-dealers or agents that participate in the distribution of shares by them
might be deemed to be underwriters, and any discounts, commissions or
concessions received by any such broker-dealers or agents might be deemed to be
underwriting discounts and commissions, under the Securities Act.

DESCRIPTION OF REGISTRANT'S SECURITIES

Our authorized capital stock consists of 400,000,000 shares of common stock, par
value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01
per share. The following summary of the terms and provisions of our capital
stock does not purport to be complete and is qualified in its entirety by
reference to our certificate of incorporation and by-laws, copies of which are
included as exhibits to this post-effective amendment (which is part of this
prospectus), and applicable law.

COMMON STOCK

As of April 5, 2002, there were outstanding 98,728,605 shares of our common
stock. Our common stock is listed on the New York Stock Exchange under the
trading symbol "MPS". Each share of common stock entitles the holder thereof to
one vote on all matters, including the election of directors, and, except as
otherwise required by law or provided in any resolution adopted by our board of
directors with respect to any series of preferred stock, the holders of the
shares of common stock will possess all voting power. Our certificate of
incorporation does not provide for cumulative voting in the election of
directors and there is no classification of the board of directors. Generally,
all matters to be voted on by the stockholders must be approved by a majority,
or, in the case of the election of directors, by a plurality, of the votes cast,
subject to state law and any voting rights granted to any of the holders of
preferred stock. The holders of common stock do not have any liquidation rights
or preemptive rights. There are no subscription, redemption, conversion or
sinking fund provisions with respect to the common stock. All outstanding shares
of common stock are fully-paid and nonassessable. Subject to any preferential
rights of any outstanding series of preferred stock that our board of directors
may create, from time to time, the holders of common stock will be entitled to
dividends as may be declared from time to time by the board of directors from
funds available therefor.

PREFERRED STOCK

Our board of directors has the authority, without further action of our
stockholders, to establish any series of preferred stock and, by filing
appropriate Articles of Amendment, to establish the designation of each series
and the variation in rights, preferences and limitations for each series,
including dividend rights, conversion rights, voting rights, terms of
redemption, liquidation preferences and the number of shares constituting any
series or the designations of the series, without any further vote or action by
stockholders. Currently, we do not have any shares of preferred stock
outstanding, and we have no current plans to issue any shares of preferred
stock.

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LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon
for us by LeBoeuf, Lamb, Greene & MacRae, L.L.P., Jacksonville, Florida.

EXPERTS

The consolidated financial statements and the related financial statement
schedules incorporated in this prospectus by reference to the annual report on
Form 10-K of MPS Group, Inc. for the year ended December 31, 2001 have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
accounting and auditing.

AVAILABLE INFORMATION

We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC"). We have
also filed with the SEC registration statements on Form S-8 to register the
common stock offered by this prospectus. This prospectus, which forms a part of
the registration statements, does not contain all of the information included in
the registration statements. For further information about us and the securities
offered in this prospectus, you should refer to the registration statements and
their exhibits.

You may read and copy any document we file with the SEC at the SEC's Public
Reference Room at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549 and may obtain copies of these documents at the SEC's offices in New York,
New York and Chicago, Illinois, at prescribed rates. Please call the SEC at
1-800-SEC-0330 for further information on the Public Reference Room. We file our
SEC materials electronically with the SEC, so you can also review our filings by
accessing the website maintained by the SEC at http://www.sec.gov. This site
contains reports, proxy information statements and other information regarding
issuers that file electronically with the SEC.

No dealer, salesperson or other person is authorized to give any information or
to represent anything not contained in this prospectus. You must not rely on any
unauthorized information or representations. This prospectus is an offer to sell
or to buy only the shares offered by this prospectus, but only under
circumstances and in jurisdictions where it is lawful to do so. The information
contained in this prospectus is current only to the date of this prospectus.

-5-

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file with
them, which means we can disclose important information to you by referring you
to those documents. The information included in the documents that are
incorporated by reference is considered to be a part of this prospectus. The
most recent information that we file with the SEC automatically updates and
supersedes more dated information. See Part II, Item 3 (entitled "Incorporation
of Documents by Reference") of this post-effective amendment to registration
statement for a list of the documents filed with the SEC that we are
incorporating by reference in this prospectus. We are also incorporating into
this prospectus all documents subsequently filed by us pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment that
indicates all securities offered have been sold or that deregisters all
securities then remaining unsold.

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

We will provide without charge to each person, including any person having a
control relationship with that person, to whom a prospectus is delivered, a copy
of any or all of the information that has been incorporated by reference in this
prospectus but not delivered with this prospectus. If you would like to obtain
this information from us, please direct your request, either in writing or by
telephone, to the Company's executive offices (listed at the beginning of this
prospectus), to the attention of Tyra H. Tutor, Vice President - Corporate
Development (telephone number: 904-360-2000).

-6-

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this post-effective amendment to registration statement in
accordance with Rule 428 under the Securities Act of 1933, as amended, and the
Note to Part I of Form S-8.

-7-

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The information included in the documents that are incorporated by reference is
considered to be a part of this prospectus. The most recent information that we
file with the SEC automatically updates and supersedes more dated information.
We are incorporating by reference in this prospectus the following documents
that have been filed with the SEC:

* our annual report on Form 10-K for the year ended December 31, 2001, and

* our proxy statement on Schedule 14A for our annual meeting of shareholders to
be held on May 20, 2002.

For a description of the class of securities being offered for resale under this
post-effective amendment to a registration statement, see the section above in
this prospectus entitled "Description of Registrant's Securities."

We are also incorporating into this prospectus all documents subsequently filed
by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to
the filing of a post-effective amendment that indicates all securities offered
have been sold or that deregisters all securities then remaining unsold.

Item 4. Description of Securities

The class of securities offered is registered under Section 12 of the Exchange
Act. See the section of this prospectus entitled "Description of Registrant's
Securities."

Item 5. Interests of Named Experts and Counsel

None.

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Item 6. Indemnification of Directors and Officers

Article 10 of our Bylaws require us, to the fullest extent permitted or required
by the Florida Business Corporation Act (the "FBCA"), to (i) indemnify our
directors against any and all liabilities and (ii) advance any and all
reasonable expenses, incurred in any proceeding to which any director is a party
or in which he/she is deposed or called to testify as a witness because he or
she is or was a director of the Company.

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

Our Articles of Incorporation limit or eliminate the liability of our directors
or officers to us or to our shareholders for any monetary damages to the full
extent permitted under the FBCA. The Articles of Incorporation also require us
to indemnify each of our directors and officers who are or were a party to any
proceeding by reason of the fact that he or she is or was such a director or
officer (or is or was serving at our request as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other profit or non-profit enterprise) against all liabilities
and expenses incurred in the proceeding except such liabilities and expenses as
are incurred because of his or her willful misconduct or knowing violation of
the criminal law.

Section 607.0850(1) of the FBCA empowers a corporation to indemnify any person
who was or is a party to any proceeding (other than an action by or in the right
of the corporation) by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation (or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise) against
liability incurred in connection with such proceeding (including any appeal
thereof) if he or she acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful.

Section 607.0850(2) of the FBCA empowers a corporation to indemnify any person
who was or is a party to any proceeding by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that such person acted in
any of the capacities set forth in the preceding paragraph, against expenses and
amounts paid in settlement not exceeding, in the judgment of the board of
directors, the estimated expenses of litigating the proceeding to conclusion,
actually and reasonably incurred I connection with the defense or settlement of
such proceeding, including any appeal thereof, provided that the person acted
under the standards set forth in the preceding paragraph. However, no
indemnification may be made for any claim, issue or matter as to which such
person is adjudged to be liable unless, and only to the extent that, the court
in which such proceeding was brought, or any other court of competent
jurisdiction, determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses that the court
deems proper.

Section 607.0850(3) of the FBCA provides that to the extent a director, officer,
employee or agent of a corporation has been successful on the merits or
otherwise in the defense of any proceeding referred to in subsections (1) and
(2) of Section 607.0850 (described above) or in the defense of any claim, issue
or matter therein, he or she shall be indemnified against expenses actually and
reasonably incurred by him or her in connection therewith.

Section 607.0850(4) provides that any indemnification under subsections (1) and
(2) of Section 607.0850 (described above), unless determined by a court, shall
be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he or she has met the applicable standard
of conduct set forth in subsections (1) and (2) of Section 607.0850. Such
determination shall be made:

(a) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such proceeding;

(b) if such a quorum is not obtainable, or, even if obtainable, by a
majority vote of a committee duly designated by the board of directors (in which
directors who are parties may participate) consisting solely of two or more
directors not at the time parties to the proceeding;

(1) selected by the board of directors as prescribed in paragraph (a)
or a committee selected as prescribed in paragraph (b); or

(2) if no quorum of directors can be obtained under paragraph (a) and
no committee can be designated under paragraph (b), then selected by a majority
vote of the full board of directors (in which directors who are parties may
participate); or

(d) by the shareholders by a majority vote of a quorum of shareholders who
were not parties to such proceedings or, if no quorum is obtainable, by a
majority vote of shareholders who were not parties to such proceeding. Section
607.0850(6) of the FBCA states that expenses incurred by a director or officer
in defending a civil or criminal proceeding may be paid by the corporation in
advance of the final disposition thereof upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it is ultimately
determined that such director or officer is not entitled to indemnification
under Section 607.0850.

Section 607.0850(7) of the FBCA states that indemnification and advancement of
expenses as provided in Section 607.0850 are not exclusive, and empowers the
corporation to make any other or further indemnification or advancement of
expenses of its directors, officers, employees or agents under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, for
actions in an official capacity and in other capacities while holding an office.
However, a corporation cannot indemnify or advance expenses if a judgment or
other final adjudication establishes that the actions (or omissions to act) of
the director, officer, employee or agent were material to the cause of action so
adjudicated and either (a) violated criminal law, unless the director, officer,
employee or agent had reasonable cause to believe his or her conduct was lawful
or had no reasonable cause to believe his or her conduct was unlawful, (b)
constituted a transaction from which he or she derived an improper personal
benefit, (c) in case of a director, constituted a circumstance where the
liability under Section 607.0834 of the FBCA (relating to unlawful
distributions) applies, or (d) engaged in willful misconduct or conscious
disregard for the best interests of the corporation in a proceeding by or in
right of the corporation to procure a judgment in its favor or in a proceeding
by or in right of a shareholder.

Section 607.0850(9) of the FBCA permits any director, officer, employee or agent
who is or was a party to a proceeding to apply for indemnification or
advancement of expenses to any court of competent jurisdiction.

Section 607.0850(12) of the FBCA permits a corporation to purchase and maintain
insurance for a director, officer, employee or agent against any liability
incurred in his or her official capacity or arising out of his or her status as
such regardless of the corporation's power to indemnify him or her against such
liability under this section.

Under Section 607.0831 of the FBCA, a director is not personally liable for
monetary damages to the corporation or any other person for any statement, vote,
decision or failure to act, regarding corporate management or policy, unless the
director breached or failed to perform his or her duties as a director and the
director's breach of (or failure to perform) those duties either (i) violated
criminal law, unless the director had reasonable cause to believe his or her
conduct was lawful or had no reason to believe his or her conduct was unlawful;
(ii) constituted a transaction from which the director derived improper personal
benefit; (iii) violated of Section 607.0834 of the FBCA, which concerns unlawful
payment of distributions and dividends; or (iv) in a proceeding by or in the
right of the corporation or a proceeding by or in the right of someone other
than the corporation or a stockholder, constituted conscious disregard for the
best interest of the corporation, or willful misconduct, or recklessness or an
act or omission committed in bad faith or with malicious purpose or in a manner
exhibiting wanton and willful disregard of human rights, safety or property.

-9-

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits

The following exhibits are filed as part of this registration statement:

Exhibit No. Description

3.1 Amended and Restated Articles of Incorporation (incorporated by reference to
Exhibit A to our proxy statement on Schedule 14A for our special meeting of
shareholders held on August 14, 1998, and to Exhibit A to our proxy statement on
Schedule 14A for our special meeting of shareholders held on October 24, 2001).

3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to our
Form 10-K for the year ended December 31, 1998).

5.1 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

10.1 The MPS Group, Inc. Amended and Restated 1995 Stock Option Plan
(incorporated by reference to Exhibit 10.2 to our Form 10-Q for the quarterly
period ended June 30, 2001).

10.2 The MPS Group, Inc. Executive Option Plan, as described in the Stock Option
Agreement dated as of January 1, 1999 between Derek E. Dewan and MPS
(incorporated by reference to Exhibit 10.1 to our Form S-8 filed on October 1,
1999).

10.3 The Restriction Stock Agreement with Derek E. Dewan (incorporated by
reference to Exhibit 10.20 to our Form 10-Q for the quarterly period ended March
31, 2001).

23.1 Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in Exhibit
5.1).

23.2 Consent of PricewaterhouseCoopers LLP.

24.1 Power of Attorney (included as part of the signature page hereto).

-10-

Item 9. Undertakings.

We hereby undertake:

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

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act (unless the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the SEC by the Company pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in this
registration statement);

(ii) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this registration statement
(unless the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
SEC by the Company pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this registration statement);

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement.

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

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

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

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

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing a post-effective amendment to a Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Jacksonville, Florida, on April 30, 2002.

MPS GROUP, INC.
(Registrant)

By: /s/ Derek E. Dewan
-------------------------------------
Name: Derek E. Dewan
Title: Chairman of the Board

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POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, as amended, this
post-effective amendment to registration statement has been signed by the
following persons in the capacities indicated on April 30, 2002.

Signature Title

/s/ Timothy D. Payne
- ------------------------ President, Chief Executive Officer and
Timothy D. Payne Director (principal executive officer)

/s/ Robert P. Crouch
- ------------------------ Senior Vice President and Chief Financial Officer
Robert P. Crouch (principal financial and accounting officer)

/s/ Derek E. Dewan
- ------------------------ Chairman
Derek E. Dewan

/s/ Michael D. Abney
- ------------------------ Director
Michael D. Abney

*
- ------------------------ Director
T. Wayne Davis

*
- ------------------------ Director
Peter J. Tanous

/s/ Michael L. Huyghue
- ------------------------ Director
Michael L. Huyghue

- ------------------------ Director
William M. Isaac

- ------------------------- Director
John R. Kennedy

- ------------------------ Director
George J. Mitchell

- ------------------------ Director
Darla Moore

* By: /s/Robert P. Crouch
---------------------
Attorney-in-Fact

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EXHIBIT INDEX

Exhibit No. Description
- ----------- -----------

5.1 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

23.1 Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in Exhibit
5.1).

23.2 Consent of PricewaterhouseCoopers LLP.

24.1 Power of Attorney (included as part of the signature page hereto).

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