NATWEST BANK N.A.
                                 PROMISSORY NOTE

$5,000,000.00               100 Jericho Quadrangle            November 3, 1995
                            Jericho, New York 11753

        ON the  earlier of DEMAND or December  31,  1995,  for value  received,
UNIFORCE STAFFING SERVICES,  INC., (the "Borrower") promises to pay to the order
of NATWEST BANK N.A. (the "Bank") at the office of the Bank located at the place
first above stated or at such other place as the holder  hereof may from time to
time  appoint in  writing,  in lawful  money of the United  States of America in
immediately  available  funds,  the  principal  sum of FIVE  MILLION  AND 00/100
($5,000,000.00)  DOLLARS  or such  lesser  amount  as may then be the  aggregate
unpaid principal balance of all loans made by the Bank to the Borrower hereunder
(each a "Loan" and collectively  the "Loans") as shown on the schedule  attached
to and  made a part of this  Note,  on the  maturity  dates  set  forth  on such
schedule. The Borrower also promises to pay interest (computed on the basis of a
360 day year for actual days elapsed) at said office in like money on the unpaid
principal amount of each Loan from time to time outstanding at a rate per annum,
to be elected by the Borrower at the time each Loan is made, equal to either (i)
a  fluctuating  rate equal to the Prime Rate (the rate of  interest  established
from time to time by the Bank as its "prime  rate";  a Loan bearing  interest at
this rate is sometimes  hereinafter called a "Prime Rate Loan"); or (ii) a fixed
rate of 120 basis  points plus the Reserve  Adjusted  LIBOR Rate for an Interest
Period  of 1, 2, 3, 4 or 6  months  (a Loan  bearing  interest  at this  rate is
sometimes  hereinafter called a "LIBOR Rate Loan");  provided,  that if prior to
the end of any such Interest Period the Borrower and the Bank fail to agree upon
a new Interest Period therefor so as to maintain such Loan as a LIBOR Rate Loan,
such LIBOR Rate Loan shall  automatically be converted into a Prime Rate Loan at
the end of such  Interest  Period  and shall be  maintained  as such until a new
Reserve  Adjusted LIBOR Rate and a new Interest Period therefor are agreed upon.
Interest  on each Loan  shall be  payable  monthly on the last day of each month
commencing  the  first  such day to occur  after a Loan is made  hereunder  and,
together with principal,  on the maturity thereof.  Interest on LIBOR Rate Loans
shall  also be  payable  on the  last  day of each  Interest  Period  applicable
thereto.  If any payment of principal or interest  becomes due on a day on which
the banks in New York,  New York,  are  required or  permitted  by law to remain
closed,  such payment may be made on the next succeeding day on which such banks
are open,  and such  extensions  shall be  included  in  computing  interest  in
connection with such payment; provided,  however, that if the result of any such
extension  would be to extend  the  maturity  date of any  LIBOR  Rate Loan into
another  calendar month the payment shall be made on the  immediately  preceding
Business  Day.  The  Borrower  further  agrees  that  after  any  stated  or any
accelerated maturity of Loans hereunder, all Loans shall bear interest (computer
daily) at a rate of 3% per annum in

<PAGE>



excess of the Prime Rate,  payable on demand. In no event shall interest payable
hereunder  be in  excess  of  the  maximum  rate  of  interest  permitted  under
applicable law.

        The  Borrower  hereby  expressly  authorizes  the Bank to record on the
attached  schedule  the  amount  and date of each  Loan,  the  rate of  interest
thereon,  Interest  Period  thereof  and the date and amount of each  payment of
principal.  All  such  notations  shall  be  presumptive  as to the  correctness
thereof;  provided,  however,  the failure of the Bank to make any such notation
shall not limit or otherwise  affect the  obligations of the Borrower under this
Note.

        In  consideration  of the granting of the Loans evidenced by this Note,
the Borrower hereby agrees as follows:

        1. LOAN  REQUESTS.  Requests  for LIBOR Rate  Loans,  and for  Interest
Periods subsequent to the initial Interest Period applicable  thereto,  shall be
made not less  than  three  (3)  Business  Days  prior to the  first day of each
Interest Period for each such Loan.  Requests for Prime Rate Loans shall be made
not less than one (1) Business Day prior to the date the Loan is to be made. Any
request  for a Loan  shall be  written  (including  by  facsimile  transmission)
effective upon receipt.  All notices given  hereunder  shall be irrevocable  and
shall be given no later than 11:00 a.m. (New York City time) on the day which is
not less than the number of Business Days specified  above for such notice.  The
Bank shall have no obligation to make any Loan hereunder.

        2. PREPAYMENT.  Subject to the  indemnification  agreement set forth in
Section 3 hereof with  respect to LIBOR Rate Loans,  the Borrower may prepay any
Loan at any time in whole or in part  without  premium  or  penalty.  Each  such
prepayment shall be made together with interest accrued thereon to and including
the date of prepayment.

        3. INDEMNITY; YIELD PROTECTION. The Borrower hereby agrees to indemnify
the Bank  against  any loss or expense  which the Bank may sustain or incur as a
consequence of any of the following:

           (a) the  failure  of the  Borrower  to borrow a LIBOR Rate Loan after
agreement  shall have been  reached on the amount,  interest  rate and  Interest
Period thereof;

           (b) the receipt or recovery by the Bank,  whether by  acceleration or
otherwise,  of all or any part of a LIBOR  Rate Loan prior to the last day of an
Interest Period applicable thereto; or

           (c) the conversion,  prior to the last day of an applicable  Interest
Period into a Prime Rate Loan.

        Without limiting the effect of the foregoing,  the amount to be paid by
the Borrower to the Bank in order to so indemnify the Bank

                                       -2-

<PAGE>



for  any  loss  occasioned  by any  of the  events  described  in the  preceding
paragraph,  and as liquidated damages therefor, shall be equal to the excess, if
any, discounted to its present value as of the date paid to the Bank, of (i) the
amount of interest which otherwise would have accrued on the principal amount so
received, recovered, converted or not borrowed during the period (the "Indemnity
Period")  commencing  with the date of such receipt,  recovery,  conversion,  or
failure  to borrow to the last day of the  applicable  Interest  Period for such
LIBOR Rate Loan at the rate of interest  applicable to such Loan (or the rate of
interest  agreed to in the case of a failure  to  borrow)  provided  for  herein
(prior to default) over (ii) the amount of interest which would be earned by the
Bank  during  the  Indemnity  Period  if it  invested  the  principal  amount so
received, recovered,  converted or not borrowed at the rate per annum determined
by the  Bank as the rate it  would  bid in the  London  interbank  market  for a
deposit of eurodollars in an amount approximately equal to such principal amount
for a period of time comparable to the Indemnity Period.

        A certificate as to any  additional  amounts  payable  pursuant to this
Section 3 setting forth the basis and method of  determining  such amounts shall
be conclusive,  absent manifest error, as to the  determination  by the Bank set
forth therein if made  reasonably and in good faith.  The Borrower shall pay any
amounts  so  certified  to it by the Bank  within 10 days of receipt of any such
certificate.

        The  indemnities  set forth herein shall survive payment in full of all
LIBOR Rate Loans and all other Loans made pursuant to this Note.

        4.  INCREASES  COSTS.  If the Bank  determines  that the  effect of any
applicable   law  or   government   regulation,   guideline   or  order  of  the
interpretation   thereof  by  any  governmental   authority   charged  with  the
administration  thereof  (such as, for  example,  a change in  official  reserve
requirements  which the Bank is  required  to  maintain  in  respect of loans or
deposits or other funds procured for funding such loans) is to increase the cost
to the Bank of making or continuing  LIBOR Rate Loans hereunder or to reduce the
amount of any payment of principal or interest  receivable  by the Bank thereon,
then the Borrower will pay to the Bank on demand such additional  amounts as the
Bank may  reasonably  determine to be required to  compensate  the Bank for such
additional costs or reduction. Any additional payment under this section will be
computed from the effective date at which such additional costs have to be borne
by the Bank. A certificate as to any additional amounts payable pursuant to this
Section 4 setting forth the basis and method of  determining  such amounts shall
be conclusive,  absent manifest error, as to the  determination  by the Bank set
forth therein if made  reasonably and in good faith.  The Borrower shall pay any
amounts so  certified  to it by the Bank  within ten (10) days of receipt of any
such certificate.


                                       -3-

<PAGE>



        5. CHANGE IN CIRCUMSTANCES. In the event, and on each occasion, that on
the day two (2) Business Days prior to the  commencement  of any Interest Period
for a LIBOR Rate Loan, the Bank shall have  determined (a) that dollar  deposits
in the amount of the requested  principal amount of such LIBOR Rate Loan are not
generally  available in the London interbank market,  (b) that the rate at which
such dollar  deposits are being offered will not  adequately  and fairly reflect
the cost to the Bank of making or  maintaining  such LIBOR Rate Loan during such
Interest Period,  or (c) that reasonable means do not exist for ascertaining the
Reserve Adjusted LIBOR Rate, the Bank shall, as soon as practicable  thereafter,
give written or telex notice of such determination to the Borrower. In the event
of any such determination, until the circumstances giving rise to such notice no
longer exist, no LIBOR Rate Loans will be made or continued hereunder. Any LIBOR
Rate Loan  then  outstanding  will be  converted  into a Prime  Rate Loan on the
expiration of the then current Interest Period.  Each  determination by the Bank
hereunder shall be conclusive absent manifest error.

        6. CHANGE IN  LEGALITY.  (a)  Notwithstanding  anything to the contrary
herein   contained,   if  any  change  in  any  law  or  regulation  or  in  the
interpretation   thereof  by  any  governmental   authority   charged  with  the
administration or interpretation  thereof shall make it unlawful for the Bank to
make or maintain any LIBOR Rate Loan, then, by written notice the Borrower,  the
Bank may:

          (i) declare that LIBOR Rate Loans will not  thereafter be made by the
Bank hereunder, whereupon the Borrower shall be prohibited from requesting LIBOR
Rate Loans from the Bank  hereunder  unless  such  declaration  is  subsequently
withdrawn; and

          (ii) require that all  outstanding  LIBOR Rate Loans made by it to be
converted  to Prime  Rate  Loans,  in which  event (x) all such LIBOR Rate Loans
shall be automatically converted to Prime Rate Loans as of the effective date of
such  notice  as  provided  in  paragraph  (b) below  and (y) all  payments  and
prepayments  of the principal  which would  otherwise have been applied to repay
the converted  LIBOR Rate Loans shall instead be applied to repay the Prime Rate
Loans resulting from the conversion of such LIBOR Rate Loans.

          (b) For  purposes of this  Section 6, a notice to the Borrower by the
Bank pursuant to paragraph (a) above shall be effective,  if lawful, on the last
day of the then current Interest Period;  in all other cases,  such notice shall
be effective on the day of receipt by the Borrower.

        7. Warranties and Representations. The Borrower represents and warrants
that: a) the financial  statements of the Borrower  heretofore  furnished to the
Bank are complete and correct and fairly  represent the  financial  condition of
the Borrower as at the

                                       -4-

<PAGE>



dates thereof and for the periods covered thereby, which financial condition has
not  materially,  adversely,  changed since the date of the most recently  dated
balance sheet  heretofore  furnished to the Bank; b) the Borrower  shall not use
any part of the  proceeds  of any Loan to  purchase  or carry any  margin  stock
within the  meaning of  Regulation  U of the Board of  Governors  of the Federal
Reserve  System or to extend  credit to others for the purpose of  purchasing or
carrying any margin  stock;  c) there is no pending or, to the  knowledge of the
Borrower,  threatened  action or proceeding  affecting  the Borrower  before any
court,  governmental agency or arbitrator which, if determined  adversely to the
Borrower,  would have a materially adverse effect on the financial  condition of
the Borrower  except as described in the financial  statements  for the Borrower
heretofore furnished to the Bank; and d) on the occasion of the granting of each
Loan all  representations  and  warranties  contained  herein  shall be true and
correct  and with the same force and effect as though such  representations  and
warranties had been made on and as of the date of the making of each such Loan.

        8. COLLATERAL  SECURITY.  This Note is secured pursuant to the terms of
continuing general security  agreements from the Borrower and certain affiliated
corporations.  As collateral  security for the payment of any and all sums owing
under this Note and all other obligations,  direct or contingent, joint, several
or  independent,  of the Borrower and each endorser and guarantor  hereof now or
hereafter  existing,  due or to become  due to, or held,  or to be held by,  the
Bank,  whether  created  directly or  indirectly  or acquired by  assignment  or
otherwise, (all of such obligations, including this Note, are hereinafter called
the  "Obligations"),  the  Borrower  hereby  grants  to the  Bank a lien  on and
security  interest in any and all deposits or other sums at any time credited by
or due from the Bank to the Borrower,  whether in regular or special  depository
accounts or otherwise, and any and all monies,  securities and other property of
the Borrower,  and the proceeds thereof, now or hereafter held or received by or
in  transit  to the Bank  from or for the  Borrower,  whether  for  safekeeping,
custody, pledge,  transmission,  collection or otherwise, and any such deposits,
sums,  monies,  securities and other  property,  may at any time after demand be
set-off,  appropriated  and applied by the Bank  against any of the  Obligations
whether or not such  Obligations  are then due or are secured by any collateral,
or, if they are so secured,  whether or not such  collateral held by the Bank is
considered to be adequate.

        9. DEFINITIONS. As used herein:

           (a)  "Business  Day" means any day other than a  Saturday,  Sunday or
other  business  day on  which  commercial  banks  in New  York,  New  York  are
authorized  or required  to close under  federal law or the Laws of the State of
New York and, if the  applicable  day relates to a LIBOR Rate Loan,  an Interest
Period,  or notice with respect to a LIBOR Rate Loan, a day on which dealings in
Dollar

                                       -5-

<PAGE>



deposits are also carried on in the London  Interbank  market and banks are open
for business in London.

           (b) "Reserve  Adjusted LIBOR Rate" means with respect to any Interest
Period,  the average of the respective rates per annum at which deposits in U.S.
dollars  are offered by a Reference  Bank  (selected  by the Bank) in the London
interbank market at approximately 11:00 A.M. (London time) two (2) Business Days
before the first day of such Interest Period in an amount approximately equal to
the principal  amount of the LIBOR Rate Loan to which such Interest Period is to
apply and for a period of time comparable to such Interest Period divided by one
minus the LIBOR Reserve Percentage and rounded upward, if necessary, to the next
higher 1/16 of 1%.

               "LIBOR  Reserve  Percentage"  means  for any day that  percentage
(expressed  as a decimal)  which is in effect on such day, as  prescribed by the
Board  of  Governors  of the  Federal  Reserve  System  (or any  successor)  for
determining  the maximum  reserve  requirement  for a member bank of the Federal
Reserve System in New York City which deposits  exceeding one billion dollars in
respect of  "Eurocurrency  Liabilities"  as such term is used in Regulation D of
the Board of  Governors  of the Federal  Reserve  System,  (or in respect of any
other category of liabilities  which includes deposits by reference to which the
interest  rates of LIBOR Rate Loans are determined or any category of extensions
of credit or other assets which includes loans by a non-United  States office of
the Bank to United States  residents).  The Reserve Adjusted LIBOR Rate shall be
adjusted  automatically  on and as of the  effective  date of any  change in the
LIBOR Reserve Percentage.

               "Reference Banks" means banks appearing in the display designated
as page "LIBO" on the Reuters'  Monitor  Money Rates Service (or such other page
as may  replace the LIBOR page on that  service  for the  purpose of  displaying
London Interbank Offered Rates of major banks); provided that if no such offered
rate shall  appear on such  display,  "Reference  Banks"  shall mean one or more
major banks in the London interbank market as selected by the Bank.

           (c)  "Interest  Period"  means that period  selected by the Borrower,
within the limitations of the first paragraph of this Note, during which a LIBOR
Rate Loan may bear interest at the LIBOR Rate plus a margin of 120 basis points.

        10. MISCELLANEOUS.

            (a) The Borrower agrees to pay on demand all of the Bank's costs and
expenses,  including  reasonable  counsel fees, in connection with collection of
any sums due to the Bank and enforcement of its rights under this Note.


                                       -6-

<PAGE>



             (b) No  modification  or waiver of any provision of this Note shall
be effective  unless such  modification or waiver shall be in writing and signed
by a duly  authorized  officer of the Bank and the Borrower,  and the same shall
then be effective only for the period and on the conditions and for the specific
instances  specified  in such  writing.  No  failure  or  delay  by the  Bank in
exercising  any right,  power or privilege  hereunder  shall operate as a waiver
hereof;  nor shall any single or partial  exercise thereof preclude any other or
further exercise thereof or the exercise of any rights, power or privilege.

             (c) The Borrower  hereby  waives  presentment,  demand for payment,
notice of protest,  notice of dishonor,  and any ad all other notices or demands
except as otherwise expressly provided for herein.

             (d) This Note shall be construed in accordance with and governed by
the laws of the State of New York and the Borrower  consents to the jurisdiction
of the  courts of New York in any action  brought  to enforce  any rights of the
Bank under this Note.

             (e) The  Borrower  waives  trial by jury and the right to interpose
any set-off or  counterclaim  in any litigation in any court with respect to, in
connection  with,  or arising  out of, this Note or any  instrument  or document
delivered   pursuant  hereto  or  the  validity,   protection,   interpretation,
collection or enforcement hereof or thereof.

        The Borrower  acknowledges  that this  instrument is PAYABLE ON DEMAND,
and that any condition or requirement set forth in any other  agreement  between
the  Borrower  and the Bank is not the only basis upon which  demand can be made
hereunder.


                                        UNIFORCE STAFFING SERVICES, INC.



                                        By: /s/ Harry V. Maccarrone
                                            ------------------------------
                                            Harry V. Maccarrone
                                            Vice President - Finance


                                       -7-

<PAGE>


                           LOAN AND REPAYMENT SCHEDULE
                     PROMISSORY NOTE DATED NOVEMBER 3, 1995

                        UNIFORCE STAFFING SERVICES, INC.

                                      TO

                                NATWEST BANK N.A.

                                            Amount
                                            Unpaid of
        Amount of   Rate of    Last Day     Principal    Principal    Notation
Date    Loan        Interest   In Period    Repayment    Balance      Made By
----    ---------   --------   ---------    ---------    ---------    --------

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                                       -8-