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EXHIBIT 10.3

SNELLING AND SNELLING, INC.

LONG TERM INCENTIVE PERFOMANCE BONUS PLAN

FOR TIMOTHY J. LONCHARICH

EXHIBIT A

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SNELLING AND SNELLING, INC.
12801 NORTH CENTRAL EXPRESSWAY, SUITE 700
DALLAS, TX 75243
TELEPHONE: 239-7575
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SNELLING AND SNELLING, INC.
LONG-TERM INCENTIVE PERFORMANCE BONUS PLAN

FOR TIMOTHY J. LONCHARICH

1. PURPOSE. In addition to Timothy J. Loncharich's ('Employee')
monthly salary and annual Performance Bonus, Employee will have the
opportunity to earn a Long-Term Incentive Bonus ('Incentive Bonus').
The purpose of the Incentive Bonus is to provide incentive for
Employee to facilitate the growth of Snelling and Snelling, Inc.
('Company'), and through the Incentive Bonus, to share in that growth.

2. DETERMINATION OF INCENTIVE BONUS.

A. The Incentive Bonus shall be based on a Performance Target
Amount ('Target Amount') which will be the greater of:

(1) Seven and one-half (7 1/2) times (x) the
Company's fiscal year net earnings after state
and Federal taxes as set forth in the Company's
audited annual financial statements plus any
accrual for the benefits provided under this
Long-Term Incentive Performance Bonus Plan
adjusted by the tax effect for such accrual,
minus $15,000,000 ('Earnings Target Amount'); or

(2) Two times (x) the Company's book value as set
forth in the Company's audited annual financial
statements minus intangible assets, plus any
accrual for the benefits provided under this
Long-Term Incentive Performance Bonus Plan
adjusted by the tax effect for such accrual,
minus $15,000,000 ("Book Value Target Amount").

Provided, however, if the securities of the Company are
actively traded on the NASDAQ, New York, American, or other
securities exchange, the Target Amount shall be the Traded
Target Amount (herein so called) which shall be the closing
bid price of shares of the Company times (x) the then
issued and outstanding shares of the Company plus any
accrual for the benefits provided under this Long-Term
Incentive Performance Bonus Plan adjusted by the tax effect
for such accrual, minus $15,000,000.

B. The Target Amount shall be determined as of the following
periods or dates:

LONG TERM INCENTIVE SNELLING AND SNELLING, INC.
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(1) Earnings Target Amount shall be based on Company's
after-tax earnings for the Company's 1999 fiscal
year, or other period provided for herein.

(2) Book Value Target Amount shall be based on the
Company's tangible book value as of the final day
of the Company's 1999 fiscal year (the 'Target
Date'), or other date specified herein.

(3) Traded Target Amount shall be determined as of the
Target Date, or if not a trading business day the
first trading business day next preceding the
Target Date, or other date specified herein.

C. Subject to the terms hereof, Employee shall be entitled to
receive as his Incentive Bonus the following:

TARGET AMOUNT BONUS AMOUNT

Equals or exceeds $50,000,000 5 % x Target Amount x Vested Percentage
Less than $50,000,000 3 % x Target Amount x Vested Percentage

The Vested Percentage shall be determined pursuant to
Subparagraph D below.

D. Except as otherwise provided herein, the right of Employee to
his Bonus Amount shall be subject to Employee's continuing
employment with the Company and his acquiring a vested
interest in the Bonus Amount. Employee's vested interest in
the Bonus Amount shall be based on Employee's years of
service with the Company and shall increase as follows:

Full Years of Service Vested Percentage

Less than 1 year 0%
1 or more years of service, but less than 2 years 20%
2 or more years of service, but less than 3 years 40%
3 or more years of service, but less than 4 years 60%
4 or more years of service, but prior to July 30,1999 80%
After July 30, 1999 100%

A full year of service shall mean service for the Company
during the twelve month period beginning initially on August
1, 1994, and on August 1st of each year thereafter and ending
on July 31st of the succeeding calendar year, during which
period the Employee is employed on a full-time basis by the
Company. Leave of absence approved by the Company shall not
be deemed a cessation of employment for any purposes
hereunder.

LONG TERM INCENTIVE SNELLING AND SNELLING, INC.
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3. COMPANY PUBLICLY TRADED - EARLY ELECTION AUTHORIZED. In the event
Employee is employed on the date that a registration of the Company's
shares goes effective in a firm commitment offering, Employee's
Incentive Bonus shall be 100% vested. Employee may elect to receive
50% of the Bonus Amount determined as of the date the Company's shares
become publicly traded. Employee's election to receive 50 % of the
Bonus Amount must be received by the Company no later than 30 days
after the Company's Board of Directors authorizes the public
registration of the Company's shares. Employee's remaining 50% of the
Bonus Amount shall be determined and paid in the manner provided
herein.

4. MERGER OR SALE. In the event the Company is merged or sold during the
term of Employee's employment, which sale or merger results in 51 % or
more of the Company (stock or assets) being acquired by a non-related
third party, then Employee shall be fully vested and shall be entitled
to receive the 100% of the Bonus Amount. The Bonus Amount shall be
determined based upon the per share value of the consideration paid to
the Company (for its assets) or the Shareholders (for their Company
shares). The Bonus Amount shall be paid commencing on the first day of
the month following the merger or sale in the manner provided in
Paragraph 6B below.

5. INCENTIVE BONUS/EARLY TERMINATION OF EMPLOYMENT. In the event
Employee's employment is terminated prior to July 31, 1999, and such
termination is a result of Employee's death, disability, or
termination by the Company without cause, the Bonus Amount shall be
calculated by determining the Target Amount which shall be determined
from the 12-month period next preceding the month in which termination
of employment occurs for the Earnings Target Amount; the last day of
the month next preceding the month in which termination of employment
occurs for the Book Value Target Amount, and the day of termination of
employment for the Traded Target Amount. For purposes of determining
the Earnings Target Amount and Book Value Target Amount, the
determination shall be made from unaudited financial statements. The
Employee's Bonus Amount so determined shall be paid in the manner
provided in Paragraph 6B below.

6. PAYMENT.

A. TRADED TARGET AMOUNT. If the Bonus Amount is determined using
the 'Traded Target Amount,' then Employee shall be paid his
Incentive Bonus in cash or, in the Company's sole discretion,
in Company securities equivalent in value to the Bonus Amount
(subject to reduction for all taxes). If the Incentive Bonus
is determined as of the Target Date, then it shall be paid on
or before 120 days following that date. If the Incentive
Bonus is paid because of termination of employment prior to
the Target Date, payment shall be made on or before 120 days
following the date termination of employment occurs. In the
event 50% of the Bonus Amount is paid because the Company
becomes publicly traded

LONG TERM INCENTIVE SNELLING AND SNELLING, INC.
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during the term of Employee's employment as provided in
Paragraph 3, then payment shall be made on or before 120 days
following the effective date of the public registration with
Company securities delivered in satisfaction of the Bonus
Amount to be valued at the date of transfer.

B. EARNINGS AND BOOK VALUE TARGET AMOUNT. If the Bonus Amount is
determined from the Earnings Target Amount or Book Value
Target Amount as of the Target Date, Employee shall be paid
his Incentive Bonus in five consecutive annual installments
without interest commencing September 1, 1999 as follows:

PAYMENT DATE: PERCENTAGE:

September 1, 1999 30%
September 1, 2000 20%
September 1, 2001 20%
September 1, 2002 20%
September 1, 2003 10%

If the Incentive Bonus is paid pursuant to Paragraph 5,
payment shall begin on the first day of the month next
following 90 days after Employee's termination of employment.
Notwithstanding the foregoing, if the Bonus Amount exceeds
$10,000,000, then $10,000,000 shall be paid in five
consecutive annual installments as provided above and any
excess shall be paid in 10 consecutive equal annual
installments without interest. The Company may prepay all or
any portion of the Incentive Bonus without penalty.
Notwithstanding the foregoing, in the event the Company
shares become publicly traded during the payout period, then
the balance remaining to be paid under this subparagraph B
shall be paid on or before 120 days following the effective
date of the public registration in the manner provided in
subsection A above.

7. DEATH OR DISABILITY OF EMPLOYEE OR BENEFICIARY PRIOR TO RECEIPT OF
ENTIRE AMOUNT OF INCENTIVE BONUS.

A. DEATH. In the event Employee dies prior to receiving the
entire amount of the Incentive Bonus to which he is entitled
hereunder, the balance of the Bonus Amount to which he is
entitled shall be paid to his Beneficiary (hereinafter
defined) or if none is designated then to the legal
representative of his estate.

B. BENEFICIARY. Employee, by written instrument executed by
the Employee and delivered to the Company prior to his death,
may designate a Beneficiary (herein so called) to receive the
Incentive Bonus. If no Beneficiary is designated or survives
the Employee, the Incentive Bonus payments shall be made to
the legal representative of Employee's estate. Employee may
change

LONG TERM INCENTIVE SNELLING AND SNELLING, INC.
BONUS PLAN -4- LONCHARICH

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the designation of the Beneficiary at any time by filing a
new written designation of Beneficiary with the Company. No
rights under this Plan shall inure to the Beneficiary until
the death of the Employee. Prior to the death of the
Employee, this Plan may be modified, amended, or terminated
without notice to or consent of the Beneficiary. If the
Beneficiary dies while receiving payments hereunder, the
remaining payments shall be made to Beneficiary's estate.

C. PAYMENT TO BENEFICIARY OR EMPLOYEE UNDER DISABILITY. If the
Company shall receive satisfactory evidence that the Employee
or the Beneficiary, as applicable, is, at the time when a
benefit becomes payable, physically unable or mentally
incompetent to receive such benefit and to give a valid
receipt therefor, the Company may make payment directly to
the Employee or the Beneficiary, as applicable, or to a
relative of Employee or Beneficiary or any individual or
institution having custody of the Employee or the
Beneficiary. The Company shall not be required to see to
the application of any payments so made; and any payments so
made and the receipt by the payee shall be a valid and
complete discharge of the Company's obligation to pay such
benefit.

D. UNCLAIMED BENEFITS. Employee shall keep the Company informed
of his current address and a current address of his
Beneficiary. The Company shall not be obligated to search for
the whereabouts of Employee or Beneficiary. If the location
of the Employee or Beneficiary is not made known to the
Company within six years after the date on which any benefit
payment may be made hereunder, then the Company shall have no
further obligation to pay any benefit hereunder to the
Employee or Beneficiary or any other person and such benefit
shall be irrevocably forfeited.

8. TERMINATION OF BENEFITS. Employee covenants and agrees as a
condition to the performance by the Company of its obligations
hereunder, that during and after his employment with the Company and
as a condition to receiving payments of the Incentive Bonus hereunder
Employee shall not violate the covenants contained in Paragraph 6 of
Employee's Employment Agreement with the Company. In the event that
Employee violates the Covenants of Paragraph 6 of his Employment
Agreement, either during or after his termination of employment with
the Company, then the Company's obligations hereunder to pay the
Incentive Bonus shall terminate and the Company shall have the right
to terminate all payments to Employee and/or his Beneficiary hereunder
and the Company's obligation to make payments of the Incentive Bonus
shall become null and void.

9. SETOFF RIGHTS. The Incentive Bonus payable hereunder shall be subject
to rights of setoff by the Company in the event Employee is indebted
to the Company or breaches any covenant under this Plan, or under any
other agreement with the Company.

LONG TERM INCENTIVE SNELLING AND SNELLING, INC.
BONUS PLAN -5- LONCHARICH

10. LEGAL LIMITATIONS AND BEST EFFORTS. Notwithstanding anything to
the contrary in this Plan, the obligation of the Company to make
payments to the Employee or his Beneficiary, as the case may be, shall
be subject to such limitations and restrictions as may then be imposed
on the Company under any applicable law or governmental regulation.

11. RIGHT TO DISCHARGE. Notwithstanding anything to the contrary herein,
this Plan shall not be construed to be a contract of employment for a
term of years and shall not prevent the Company from exercising its
right to, and the Company hereby reserves such right to discharge the
Employee, with or without cause, except as limited by the terms of any
written employment agreement between the Company and Employee.

12. RIGHT TO OTHER BENEFITS. Nothing contained in this Plan shall be
deemed to exclude the Employee from receiving any supplemental
compensation, bonus, pension, insurance, severance pay or other
benefit or benefits to which he may otherwise become entitled as an
employee of the Company.

13. NO PRE-FUNDING. This Plan at all times shall be entirely unfunded
and no provision shall at any time be made with respect to segregating
any assets of the Company for payment of any benefits hereunder. The
Employee, his Beneficiary, or any other person shall not have any
interest in any particular assets of the Company by reason of the
right to receive a benefit under this Plan and the Employee, his
Beneficiary, or any other person shall have only the rights of a
general unsecured creditor of the Company with respect to any rights
under this Plan. Nothing contained in this Plan shall constitute a
guaranty by the Company or any other entity or person, that the assets
of the Company will be sufficient to pay any benefit hereunder. If the
Company elects to purchase a life insurance contract to provide the
Company with funds to make payments hereunder, the Company shall at
all times be the sole and complete owner and beneficiary of this
insurance and shall have the unrestricted right to use all amounts and
exercise all options and privileges thereunder without the knowledge
or consent of the Employee or any Beneficiary or any other person. It
is expressly agreed that neither the Employee nor any Beneficiary nor
any other person shall have any right, title, or interest whatsoever
in or to any such insurance. If requested by the Company, the Employee
agrees to cooperate in obtaining of any such life insurance.

14. ASSIGNMENT. This Plan and the rights, interests, and benefits
hereunder shall not be assigned, transferred, pledged, sold, conveyed,
or encumbered in any way by the Employee or Beneficiary and shall not
be subject to execution, attachment, or similar process. Any attempted
sale, conveyance, transfer, assignment, pledge, or encumbrance of this
Plan or of such rights, interest, and benefits contrary to the
foregoing or the levy of any attachment or similar process thereupon
shall be null and void and without effect.

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15. WAIVERS AND CONSENTS. One or more waivers of any covenant, term,
or provision of this Plan by any party shall not be construed as a
waiver of a subsequent breach of the same covenant, term, or
provision, nor shall it be considered a waiver of any other then
existing or subsequent breach of a different covenant, term, or
provision. The consent or approval by a party to or of any act by the
other party requiring such consent or approval shall not be deemed to
waive or render unnecessary consent to or approval of any subsequent
similar act. No custom or practice of either party shall constitute a
waiver of either party's rights to insist upon strict compliance with
the terms hereof.

16. ARBITRATION. Any controversy or claim arising out of or relating to
this Plan, shall at the request of any party be determined by
arbitration, under the auspices and rules of the American Arbitration
Association, in accordance with the Texas General Arbitration Act if
applicable, otherwise in accordance with the United States Arbitration
Act. Judgment upon the award rendered by the arbitrator shall be
entered in any court having jurisdiction. The institution and
maintenance of an action for judicial relief or pursuit of a
provisional or ancillary remedy shall not constitute a waiver of the
right of any party to submit the controversy or claim to arbitration.
Nothing contained herein is intended to prevent a party from bringing
an action in state or Federal court in Dallas County, Texas, or such
other county and state in which Employer then has its principal place
of business, to enforce that party's right to arbitrate under this
Agreement. The arbitration shall be commenced by filing a demand for
arbitration upon the other party or parties and the American
Arbitration Association. The arbitrator shall be a person who is
qualified to make decisions in legal matters. The arbitration
proceeding shall be held in Dallas County, Texas, or such other county
and state in which Employer then has its principal place of business.
The arbitrator shall maintain the privacy of the hearings, and shall
have the power to exclude witnesses, other than a party, during the
testimony of any other witness. The prevailing party in the
arbitration proceeding shall be entitled to reasonable attorney's
fees, costs, and necessary expenses incurred in connection with such
proceeding, as determined by the arbitrator.

17. NOTICES. Any notice required or permitted to be given under the Plan
shall be sufficient if in writing, and if (a) delivered personally or
(b) sent by certified or registered mail to the Employee or
Beneficiary at his last known residence address, or in case of notice
to the Company, to the address of its principal office. The notice
shall be deemed to have been received on (a) if delivered personally,
the date of actual receipt by the party entitled thereto or (b) if
mailed as required above, the date of deposit in the United States
mail.

18. INVALID PROVISIONS. If any provision of this Plan is held to be
illegal, invalid, or unenforceable under present or future laws
effective during the term, including renewals, of this Plan, such
provision shall be fully severable; this Plan shall be construed and
enforced as if such illegal, invalid, or unenforceable provision had
never comprised a

LONG TERM INCENTIVE SNELLING AND SNELLING, INC.
BONUS PLAN -7- LONCHARICH
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part of this Plan; and the remaining provisions of this Plan shall
remain in full force and effect and shall not be affected by the
illegal, invalid, or unenforceable provision or by its severance from
this Plan. Furthermore, in lieu of each such illegal, invalid, or
unenforceable provision there shall be added automatically as part of
this Plan a provision as similar in terms to such illegal, invalid, or
unenforceable provision as may be possible and be legal, valid, and
enforceable.

19. SUCCESSORS AND ASSIGNS. This Plan shall be binding on and inure to the
benefit of the Company, its successors and assigns, and the Employee,
his heirs and legatees, and his Beneficiary as the case may be;
provided, however, that the Employee, his heirs and legatees, or his
Beneficiary, as the case may be, shall not be entitled to assign any
or all of the Employee's right to payments under this Plan to any
other person or entity.

20. ENTIRETY AND MODIFICATION. This Plan may be terminated, modified,
amended or supplemented in whole or in part at any time by mutual
agreement of the Company and Employee.

21. GOVERNING LAW. This Plan shall be governed by and construed and
enforced in accordance with the laws of the State of Texas.

22: HEADINGS. The headings of the various sections of this Plan have been
inserted for convenient reference only and shall not be construed to
enlarge, diminish or otherwise change the express provisions hereof.
Whenever herein the singular number is used, the same shall include
the plural where appropriate, and words of any gender shall include
each other gender where appropriate.

23. AUTHORIZATION. The Company is authorized to enter into this Plan by
virtue of resolutions duly adopted by unanimous written consent of its
Board of Directors.

24. INCORPORATION BY REFERENCE. The limitation on payments under
this Plan as set forth in Employee's Employment Agreement of even date
herewith are incorporated into this Plan as if fully set forth herein.

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IN WITNESS WHEREOF, the Company and Employee have executed this Plan
effective as of July 26, 1994.

EMPLOYEE: COMPANY:

SNELLING AND SNELLING, INC.

/s/ TIMOTHY J. LONCHARICH /s/ ROBERT O. SNELLING, SR.,
- --------------------------------- -------------------------------------
Timothy J. Loncharich By:
Robert O. Snelling, Sr.,
Chairman of the Board

LONG TERM INCENTIVE SNELLING AND SNELLING, INC.
BONUS PLAN -9- LONCHARICH