PROMISSORY NOTE

$7,000,000                                             New York, New York
                                                       November 3, 1995

             1. FOR VALUE  RECEIVED,  UNIFORCE  STAFFING  SERVICES,  INC.  (the
"Borrower"),  by this promissory note (the "Note")  unconditionally  promises to
pay to the order of CHEMICAL  BANK (the  "Bank"),  in lawful money of the United
States,  the  principal  amount of SEVEN  MILLION  DOLLARS  ($7,000,000)  or the
aggregate unpaid principal  amount of all advances  (individually,  an "Advance"
and  collectively,  "Advances") made by the Bank to the Borrower and recorded on
the schedules attached hereto,  whichever is less. Each Advance evidenced hereby
shall be made available and shall bear interest at the applicable  rate selected
by the Borrower, subject to availability, as provided in subparagraph (a) hereof
(a "Prime Rate  Advance") or  subparagraph  (b) hereof (an "Adjusted  Libor Rate
Advance").

             (a)  Each Prime Rate Advance  shall be made  available by the Bank
                  to the  Borrower at the Bank's New York,  New York office and
                  shall bear  interest  at the rate per annum which is equal to
                  the Bank's  Prime Rate.  "Prime Rate" shall mean the rate per
                  annum publicly  announced by the Bank at its principal office
                  from time to time as its prime rate. Each change in the Prime
                  Rate shall  result in a change in the  interest  rate herein,
                  effective  as of the  opening of business on the day on which
                  such change in the Prime Rate becomes effective.

             (b)  Each Adjusted  Libor Rate Advance  shall be made  available by
                  the Bank to the Borrower at the lending  office  designated by
                  the Bank (the "Lending Office"),  shall be in a minimum amount
                  of $500,000 and shall bear interest for each  Interest  Period
                  (as hereinafter  defined in paragraph 3) applicable thereto at
                  a rate per  annum  which is equal to 1.20%  above the rate per
                  annum,  adjusted  as  provided  in the last  sentence  of this
                  paragraph,  at which U.S.  dollar  deposits are offered to the
                  Lending  Office  in the  London  interbank  market as at 11:00
                  a.m.,  local time of such  Lending  Office,  two Working  Days
                  prior to the  first day of such  Interest  Period in an amount
                  equal to the amount of such Advance which will be  outstanding
                  during such  Interest  Period for delivery on the first day of
                  such  Interest  Period for the number of days in such Interest
                  Period.  The maximum  aggregate  principal  amount of Adjusted
                  Libor Rate Advances made by the Bank to the Borrower shall not
                  exceed $5,000,000 outstanding at any time. "Working Day" shall
                  mean  a day on  which  dealings  in  currencies  and  exchange
                  between  banks may be carried on in New York,  New York and on
                  which  dealings in currencies  and exchange  between banks are
                  also carried on


<PAGE>



                  in the London interbank market and banks are open for business
                  in London and the place where such Lending  Office is located.
                  The interest rate  determined  hereunder  shall be adjusted by
                  dividing  such interest rate by the number equal to 1.00 minus
                  the rate  (expressed  as a  decimal  and  rounded  upward,  if
                  necessary,  to the next higher  1/16 of 1%) of reserves  which
                  are required to be maintained (or which will be required to be
                  maintained),  under  Regulation D of the Board of Governors of
                  the  Federal  Reserve  System  (as in  effect  on the  date of
                  determination  of such interest rate),  against  "Eurocurrency
                  liabilities"  (as such term is defined in  Regulation  D) from
                  time to time during the period for which the interest  rate is
                  determined.

             2. The Bank may lend, in its sole discretion in each instance, such
amounts as may be  requested  by the Debtor  hereunder,  which Loans shall in no
event exceed $7,000,000 in aggregate  principal amount  outstanding at any time.
Each such  request for a Advance  shall be made by an officer of the Borrower or
any person  designated in writing by any such  officer,  all of which are hereby
designated and  authorized by the Borrower to request  Advances and agree to the
terms thereof  (including  without  limitation the applicable  interest rate and
Maturity  Date with respect  thereto).  The Debtor shall give the Bank notice at
least two (2) Working Days prior to the date hereof and the end of each Interest
Period (as hereafter  defined)  specifying  whether the Advance shall be a Prime
Rate  Advance  or an  Adjusted  Libor  Rate  Advance  and  the  Interest  Period
applicable thereto. In the event the Borrower shall fail to provide such notice,
the Advance shall be deemed to bear interest at the applicable Prime Rate.

             3.  "Interest  Period" shall mean (i) with respect to each Adjusted
Libor Rate Advance,  the period beginning on the date of such Advance and ending
1, 2 or 3 months  thereafter,  as agreed  between the  Borrower and the Bank not
less than two (2) Working Days prior to the date of such Advance. "Business Day"
shall mean a day other than a Saturday, Sunday of other day on which the Bank is
authorized to close under the laws of the State of New York.

             4. Each Prime  Rate  Advance  shall be  payable  on the  earlier of
demand or December 31, 1995.  Each Adjusted  Libor Rate Advance shall be payable
on the last day of the Interest  Period  therefor (the "Maturity  Date") but not
later than  December  31,  1995.  Interest on each Prime Rate  Advance  shall be
payable  monthly on the last day of each month and upon payment or prepayment in
full of the unpaid  principal  amount  thereof.  Interest on each Adjusted Libor
Rate Advance shall be payable on the Maturity Date thereof.

             5. Each  Advance,  the date on which it is made,  the Maturity Date
and the rate charged thereon, if other than a Prime

                                       -2-

<PAGE>



Rate Advance, and each payment made on account of the principal thereof shall be
noted on the  appropriate  schedule  attached  hereto.  The failure of the Bank,
however,  to record any such  information  shall not relieve the Borrower of its
obligation to repay such Advance with interest thereon as applicable.  This Note
shall be used to record all Advances and  payments of principal  made  hereunder
until it is  surrendered to the Borrower by the Bank and it shall continue to be
used even though there may be periods prior to such  surrender when no amount of
principal or interest is owing hereunder.

             6. If all or a portion of any Adjusted Libor Rate Advance shall not
be paid when due (whether as stated, by acceleration or otherwise), such Advance
shall bear  interest for the period from the due date until the Maturity Date of
such  Advance  at the rate per annum  which is equal to 2% above the rate  which
would otherwise be applicable hereunder and thereafter until paid in full at the
rate per annum  which is equal to 2% above the rate which the Bank would  charge
the  Borrower  on such  Maturity  Date for a Prime Rate  Advance.  If all or any
portion of any Prime Rate  Advance is not paid when due  (whether as stated,  by
acceleration  or otherwise),  such Advance shall bear interest from the due date
until  paid in full at the rate per  annum  which is equal to 2% above  the rate
which was in effect on the due date.

             7. The  Borrower  may not prepay any  Adjusted  Libor Rate  Advance
without the prior written consent of the Bank.

             8. If any  payment in respect of a Prime Rate  Advance  becomes due
and payable on a day which is not a Business Day, such payment shall be made on,
and  interest at the  applicable  rate shall be payable to, the next  succeeding
Business  Day.  If any  payment  in respect of an  Adjusted  Libor Rate  Advance
becomes due and payable on a day which is not a Working Day,  such payment shall
be made on, and  interest at the  applicable  rate shall be payable to, the next
succeeding  Working Day,  unless such  succeeding  Working Day shall fall in the
next succeeding calendar month, in which event such payment shall be made on the
next preceding  Working Day, and any relevant  Interest Period shall be adjusted
accordingly by the Bank.

             9.  Interest  shall be  computed on the basis of a 360 day year for
actual days elapsed. Anything in this Note to the contrary notwithstanding,  the
Bank shall not be permitted to charge or receive,  and the Borrower shall not be
obligated  to pay,  interest  in  excess of the  maximum  rate from time to time
permitted by applicable law; provided, however, if the maximum rate permitted by
law changes, the rate hereunder shall change, without notice to the Borrower, on
the same day the maximum rate permitted by law changes.

             10. All  payments  on account  of Prime  Rate  Advances  to be made
hereunder by the Borrower shall be made in immediately

                                       -3-

<PAGE>



available  funds at the  office of the Bank  located at 7600  Jericho  Turnpike,
Woodbury,  New York 11797 or such other  office as the Bank may  designate.  All
payments on account of Adjusted  Libor Rate Advances to be made hereunder by the
Borrower shall be made in immediately  available funds at the office of the Bank
located at 4 New York Plaza, New York, New York.

             11.  If any  existing  or  future  applicable  law,  regulation  or
directive, or any change therein or in the interpretation thereof, or compliance
by the Bank with any  request  (whether  or not  having the force of law) of any
relevant central bank or other comparable  agency,  subjects the Bank to any tax
of any kind  whatsoever  with  respect  to this  Note or  changes  the  basis of
taxation  of  payments to the Bank of  principal,  interest or any other  amount
payable  hereunder  (except for changes in the rate of any tax presently imposed
on the Bank) or  imposes,  modifies or deems  applicable  any  reserve,  special
deposit,  compulsory  loan or similar  requirement  against  assets  held by, or
deposits or other liabilities in or for the account of, or advances or loans by,
or other credit extended by, or any other acquisition of funds by, any office of
the Bank  which are not  otherwise  included  in the  determination  of the rate
applicable to Adjusted Libor Rate Advances hereunder, or imposes on the Bank any
other condition with respect to the London  interbank market or this Note or the
loans  evidenced  hereby,  and the result of any of the foregoing is to increase
the cost to the Bank of  maintaining  advances or credit  hereunder or to reduce
any amount receivable in respect thereof, then the Borrower agrees to pay to the
Bank,  upon demand,  additional  amounts which will compensate the Bank for such
increased  cost or reduced  amount  receivable  as  determined  by the Bank with
respect  to this Note.  The  Bank's  certificate  as to any  additional  amounts
payable pursuant to the preceding sentence shall be conclusive as to the amounts
due in the absence of manifest error.

             12. Notwithstanding anything to the contrary contained elsewhere in
this Note,  if any change after the date hereof in any law or  regulation  or in
the  interpretation  thereof  by any  governmental  authority  charged  with the
administration  thereof  shall  make it  unlawful  (based on the  opinion of any
counsel,  whether  in-house,  special or general,  for the Bank) for the Bank to
make or  maintain  any  Adjusted  Libor Rate  Advance  or to give  effect to its
obligations  as  contemplated  hereby with  respect to any  Adjusted  Libor Rate
Advance,  then,  by  written  notice  to the  Borrower  by the Bank the Bank may
require that all  outstanding  Adjusted  Libor Rate Advances  made  hereunder be
converted  to Prime  Rate  Advances,  whereupon  all such  Adjusted  Libor  Rate
Advances  shall be  automatically  converted  to Prime Rate  Advances  as of the
effective Date of such notice as provided herein for purposes of this paragraph,
a  notice  to the  Borrower  by the Bank  pursuant  to this  paragraph  shall be
effective,  if lawful and if any Adjusted Libor Rate Rate Advances shall then be
outstanding, on the last day

                                       -4-

<PAGE>

of the then current Interest Period;  otherwise,  such notice shall be effective
on the date of receipt by the Borrower.

             13.  The   Borrower   agrees  to  pay  all  the  Bank's  costs  and
out-of-pocket  expenses (including,  without limitation,  reasonable  attorneys'
fees) arising in connection  with the  enforcement  of, and  preservation of its
rights under, this Note.

             14. The Borrower  agrees to indemnify the Bank for, and to hold the
Bank  harmless  from,  any loss or expense  which the Bank may sustain or incur,
including any interest payment by the Bank to lenders of funds borrowed by it in
order to make or maintain the loans  evidenced  hereby,  as a consequence of (i)
default by the Borrower in payment of the  principal  amount of, or interest on,
this Note and (ii) with respect to Adjusted Libor Rate Advances,  payment by the
Borrower  on a  day  other  than  the  Maturity  Date  thereof  as a  result  of
acceleration  of the  obligations  hereunder or otherwise.  This covenant  shall
survive payment of this Note.

             15.  Upon the  occurrence,  with  respect to the  Borrower,  or any
endorser or guarantor, of any of the following:  default in payment of this Note
or any other  obligation  of any nature or  description  to the Bank  including,
without limitation any obligations  pursuant to the Term Loan Note dated June 6,
1994 made by the  Borrower  payable to the Bank or pursuant to the terms of that
certain Revolving Credit and Term Loan Agreement among the Borrower,  certain of
its subsidiaries and National Westminster Bank USA dated as of June 19, 1991, as
such  agreement  was  amended  pursuant  to (i) a First  Amendment  dated  as of
November 1, 1991,  (ii) a Second  Amendment  dated as of November 30,  1992,  of
which 50% of the  indebtedness  due thereunder was assigned to the Bank pursuant
to the  Second  Amendment  (collectively,  the  "Obligations"),  (iii)  a  Third
Amendment  dated August 31, 1994, and (iv) a Fourth  Amendment dated as of April
26, 1995 (as amended, the "Agreement"); the occurrence of any material breach of
any  covenant or provision  of any  agreement  between the Bank and any of them;
calling  a  meeting  of any  creditors;  filing of a  voluntary  or  involuntary
petition under the Federal  Bankruptcy Code which, in the case of an involuntary
petition,  is not dismissed,  discharged or bonded within 60 days of the date of
such petition;  insolvency; failure to pay or remit any tax when assessed or due
unless  contested in good faith by appropriate  proceedings,  for which adequate
reserves are being  provided;  failing to furnish  financial  information  or to
permit inspection of books or records; making any material representation to the
Bank in  obtaining  credit;  then  the  Obligations  shall  be due  and  payable
immediately without notice or demand.

             16. The Bank shall have a  continuing  lien and/or right of set-off
on deposits  (general and special) and credits with the Bank of the Borrower and
every  endorser  and  guarantor,  and  may  apply  all or  part  of  same to the
Obligations  (whether  contingent or unmatured),  at any time or times,  without
notice. The Bank shall

                                       -5-

<PAGE>

have a continuing  lien on all  property of the Borrower and every  endorser and
guarantor  and the proceeds  thereof held or received by or for the Bank for any
purpose.  Any notice of disposition  of property  shall be deemed  reasonable if
mailed at least five (5) days before such disposition to the last address of the
Borrower  or such  endorser  or  guarantor  on the Bank's  records.  Each of the
Borrower and each  endorser and  guarantor  agrees to pay the costs and expenses
(including,  without  limitation,  reasonable  attorneys' fees) of enforcing the
Obligations.  Each of the Borrower and each maker, endorser and guarantor waives
protest and, in any litigation  (whether or not relating to the  Obligations) in
which the Bank and any of them  shall be  adverse  parties,  waives the right to
interpose any set-off or  counterclaim  of any nature or  description.  Time for
payment extended by law shall be included in the computation of interest.

             17. The  Borrower  hereby  irrevocably  (a)  submits,  in any legal
proceeding relating to this Note, to the non-exclusive in personam  jurisdiction
of any state or United  States  court of competent  jurisdiction  sitting in the
State of New York and agrees to suit being  brought in any such  court,  and (b)
agrees that  nothing  contained  herein  shall affect the Bank's right to effect
service of process in any other  manner  permitted  by law; and the Borrower and
the Bank hereby irrevocably waive, in any such legal proceeding, trial by jury.

             18. This Note shall be governed  by, and  construed  in  accordance
with, the laws of the State of New York.

                                        UNIFORCE STAFFING SERVICES, INC.



                                        By:______________________________
                                           Harry V. Maccarrone
                                           Vice President - Finance



                                       -6-

<PAGE>



                               PRIME RATE ADVANCES


                                                          Unpaid
        Amount                 Interest    Amount of     Principal
          of       Maturity    Rate Per    Principal    Balance of     Notation
Date    Advance      Date       Annum        Paid        Advance       Made By
----    -------    -------     -------     --------     ----------     -------


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                                       -7-

<PAGE>


                          ADJUSTED LIBOR RATE ADVANCES


                                                          Unpaid
          Amount                  Interest    Amount of   Principal
          of          Maturity    Rate Per    Principal   Balance of   Notation
 Date     Advance     Date        Annum       Paid        Advance      Made By
 ----     -------     --------     --------    ---------   -------      -------


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                                       -8-