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                                                                    Exhibit 10.4


                            SECURED PROMISSORY NOTE C

$4,000,000.00                                                  Phoenix, Arizona
                                                               April __, 2000

                  FOR VALUE RECEIVED, TEAMSTAFF, INC., a New Jersey Corporation,
TEAMSTAFF SOLUTIONS, INC., a New York Corporation, DSI STAFF CONNXIONS
NORTHEAST, INC., a New Jersey Corporation, DSI STAFF CONNXIONS SOUTHWEST, INC.,
a Texas Corporation, TEAMSTAFF RX, INC., a Texas Corporation, TEAMSTAFF VI,
INC., a Florida Corporation, TEAMSTAFF I, INC., a Florida Corporation, TEAMSTAFF
II, INC., a Florida Corporation, TEAMSTAFF III, INC., a Florida Corporation,
TEAMSTAFF IV, INC., a Florida Corporation, TEAMSTAFF V, INC., a Florida
Corporation, TEAMSTAFF IX, INC., a Florida Corporation, TEAMSTAFF INSURANCE
SERVICES, INC., a Florida Corporation, TEAMSTAFF VIII, INC., and EMPLOYER
SUPPORT SERVICES, INC., a Florida Corporation (collectively, "Borrower"),
promises to pay to the order of FINOVA CAPITAL CORPORATION, a Delaware
corporation ("FINOVA"), at its offices at 355 South Grand Avenue, Suite 2400,
Los Angeles, California 90071, or at such other place or places as FINOVA may
from time to time designate in writing, the principal sum of FOUR MILLION
Dollars ($4,000,000.00), plus interest in the manner and upon the terms and
conditions set forth below. This Secured Promissory Note ("Note") is made
pursuant to that certain Amended And Restated Loan and Security Agreement dated
January 25, 1999, as amended, between the FINOVA and Borrower (the "Loan
Agreement"), the provisions of which are incorporated herein by this reference.
Capitalized terms herein, unless otherwise noted, shall have the meaning set
forth in the Loan Agreement.

1.0      SCHEDULE OF PAYMENTS; RATE AND PAYMENT OF INTEREST; PREPAYMENT.

                  1.1 The amounts due under this Note shall be payable as
follows:

                  a. Thirty-one (31) equal successive monthly installments of
principal of Sixty-Six Thousand, Six Hundred Sixty Seven Dollars ($66,667.00)
each on the first day of each month, beginning November 1, 2000, and continuing
through and including April 1, 2003; and

                  b. A final installment equal to the then unpaid principal
balance hereof on April 30, 2003; and

                  c. Successive monthly installments of accrued interest on the
principal balance from time to time remaining unpaid, payable monthly on the
first day of each and every month, beginning May 1, 2000, with a final
installment equal to all outstanding and unpaid accrued interest on April 30,
2003.

                  1.2 Prepayment may be made under this Note in whole but not in
part, subject to, in the case of prepayment in whole, and Success Fee set forth
in the Loan Agreement, provided that such prepayment is preceded by not less
than five (5) business days prior written
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notice to FINOVA and accompanied by all accrued by unpaid interest and the
earned Success Fee. Notwithstanding anything herein to the contrary, in the
event is terminated by Borrower, by FINOVA or by any other person at any time,
or the Revolving Credit Loans facility is otherwise terminated for any reason,
then the entire unpaid principal balance of this Note, together with all accrued
and unpaid interest hereon and the full amount of the applicable Success Fee,
shall become immediately due and payable in full on the effective date of such
termination, without presentment, notice or demand of any kind.

                  1.3 Interest shall be computed on the basis of a 360-day year
for the actual number of days elapsed, and shall be at the rate of three
percentage (3%) points above the Prime Rate (as hereinafter defined), computed
on the basis of a 360-day year; provided, however, upon the occurrence and
during the continuance of an event of default (as hereinafter defined), interest
shall accrue on the outstanding principal balance of this Note at a default rate
(the "Default Rate") of five (5) percentage points above the Prime Rate, and
shall be payable on demand. "Prime Rate" means, for any day, the rate of
interest per annum (over a year of 360 days) announced by Citibank, N.A. (the
"Bank"), from time to time, as its "base rate" (or any successor thereto) in
effect on such day. The Prime Rate is not necessarily the lowest rate charged by
the Bank. The applicable rate of interest assessed hereunder will be increased
or decreased from time to time hereafter in an amount equal to any increase or
decrease hereafter made by the Bank in the Prime Rate. A change in the Prime
Rate shall be effective on the first day following such change.

2.0      EVENTS OF DEFAULTS; REMEDIES.

                  2.1 Upon the occurrence of any Event of Default under and as
defined in the Loan Agreement, in addition to FINOVA's right to charge interest
on the Obligations at the Default Rate: (a) at the option of FINOVA, the entire
unpaid amount of all of the Obligations, shall become immediately due and
payable without demand, notice or legal process of any kind; (b) FINOVA may, at
its option, without demand, notice or legal process of any kind, exercise any
and all rights and remedies granted to it by the Loan Agreement or by any other
agreement now or hereafter existing between FINOVA and Borrower or between
FINOVA and any guarantor of part or all of Borrower's liabilities to FINOVA; and
(c) FINOVA may at its option exercise from time to time any other rights and
remedies available to it under the Uniform Commercial Code or other law of the
State of Arizona.

                  2.2 The remedies of FINOVA as provided herein and in the Loan
Agreement shall be cumulative and concurrent, and may be pursued singularly,
successively, or together, at the sole discretion of FINOVA. No act of omission
or commission of FINOVA, including specifically any failure to exercise any
right, remedy or recourse, shall be deemed to be a waiver or release of the
same, such waiver or release to be effected only through a written document
executed by FINOVA and then only to the extent specifically recited therein. A
waiver or release with reference to any one event shall not be construed as
continuing, as a bar to, or as a waiver or release of, any subsequent right,
remedy or recourse as to a subsequent event.

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3.0      GENERAL PROVISIONS.

                  3.1 Borrower warrants and represents to FINOVA that Borrower
has used and will continue to use the loans and advances represented by this
Note solely for proper business purposes, and consistent with all applicable
laws and statutes.

                  3.2 This Note is secured by the Collateral described in the
Loan Agreement.

                  3.3 Borrower waives presentment, demand and protest, notice of
protest, notice of presentment and all other notices and demands in connection
with the enforcement of FINOVA's rights hereunder, except as specifically
provided and called for by this Note, and hereby consents to, and waives notice
of, the release, addition, or substitution, with or without consideration, of
any collateral or of any person liable for payment of this Note. Any failure of
FINOVA to exercise any right available hereunder or otherwise shall not be
construed as a waiver of the right to exercise the same or as a waiver of any
other right at any other time.

                  3.4 If this Note is not paid when due or upon the occurrence
of an Event of Default, Borrower further promises to pay all costs of
collection, foreclosure fees, attorneys fees and expert witness fees incurred by
FINOVA, whether or not suit is filed hereon, and the fees, costs and expenses as
provided in the Loan Agreement.

                  3.5 The contracted for rate of interest of the loan
contemplated hereby, without limitation, shall consist of the following: (i) the
interest rate set forth on the Schedule, calculated and applied to the principal
balance of this Note in accordance with the provisions of this Note: (ii)
interest after an Event of Default, calculated and applied to the amounts due
under this Note in accordance with the provisions hereof; and (iii) all
Additional Sums (as herein defined), if any. Borrower agrees to pay an effective
contracted for rate of interest which is the sum of the above-referenced
elements. All examination fees, attorneys fees, expert witness fees, letter of
credit fees, collateral monitoring fees, closing fees, facility fees, Minimum
Interest Charges, other charges, goods, things in action or any other sums or
things of value paid or payable by Borrower (collectively, the "Additional
Sums"), whether pursuant to this Note, the Loan Agreement or any other documents
or instruments in any way pertaining to this lending transaction, or otherwise
with respect to this lending transaction, that under any applicable law may be
deemed to be interest with respect to this lending transaction, for the purpose
of any applicable law that may limit the maximum amount of interest to be
charged with respect to this lending transaction, shall be payable by Borrower
as, and shall be deemed to be, additional interest and for such purposes only,
the agreed upon and "contracted for rate of interest" of this lending
transaction shall be deemed to be increased by the rate of interest resulting
from the inclusion of the Additional Sums.

                  3.6 It is the intent of the parties to comply with the usury
law of the State of Arizona (the "Applicable Usury Law"). Accordingly, it is
agreed that notwithstanding any provisions to the contrary in this Note, or in
any of the documents securing payment hereof or otherwise relating hereto, in no
event shall this Note or such documents require the payment or permit the
collection of interest in excess of the maximum Interest Rate, then in any such
event (1) the provisions of the paragraph shall govern and control, (2) neither
Borrower nor any other


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person or entity now or hereafter liable for the payment hereof shall be
obligated to pay the amount of such interest to the extent that it is in excess
of the Maximum Interest Rate, (3) any such excess which may have been collected
shall be either applied as a credit against the then unpaid principal amount
hereof or refunded to Borrower, at FINOVA's option, and (4) the effective rate
of interest shall be automatically reduced to the Maximum Interest Rate. It is
further agreed, without limiting the generality of the foregoing, that to the
extent permitted by the Applicable Usury Law; (x) all calculations of interest
which are made for the purpose of determining whether such rate would exceed the
Maximum Interest Rate shall be made by amortizing, prorating, allocating and
spreading during the period of the full stated term of the loan evidenced
hereby, all interest at any time contracted for, charged or received from
Borrower or otherwise in connection with such loan; and (y) in the event that
the effective rate of interest on the loan should at any time exceed the Maximum
Interest Rate, such excess interest that would otherwise have been collected had
there been no ceiling imposed by the Applicable Usury Law shall be paid to
FINOVA from time to time, if and when the effective interest rate on the loan
otherwise fall below the Maximum Interest Rate, until the entire amount of
interest which would otherwise have been collected had there been no ceiling
imposed by the Applicable Usury Law has been paid in full. Borrower further
agrees that should the Maximum Interest Rate be increased at any time hereafter
because of a change in the Applicable Usury Law, then to the extent not
prohibited by the Applicable Usury Law, such increases shall apply to all
indebtedness evidenced hereby regardless of when incurred; but, again to the
extent not prohibited by the Applicable Usury Law, should the maximum Interest
Rate be decreased because of a change in the Applicable Usury Law, such
decreases shall not apply to the indebtedness evidenced hereby regardless of
when incurred.

                  3.7 FINOVA may at any time transfer this Note and FINOVA's
rights in any or all collateral securing this Note, and FINOVA thereafter shall
be relieved from all liability with respect to such collateral arising after the
date of such transfer.

                  3.8 This Note shall be binding upon Borrower and its legal
representatives, successors and assigns. Wherever possible, each provision of
this Note shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of the Note shall be prohibited by or
invalid under such law, such provision shall be severable, and be ineffective to
the extent of such prohibition or invalidity, without invalidating the remaining
provision of this Note.

                  THIS NOTE HAS BEEN DELIVERED FOR ACCEPTANCE BY FINOVA IN
PHOENIX, ARIZONA AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAW PROVISIONS) OF THE STATE OF
ARIZONA, AS THE SAME MAY FROM TIME TO TIME BE IN EFFECT, INCLUDING, WITHOUT
LIMITATION, THE UNIFORM COMMERCIAL CODE AS ADOPTED IN ARIZONA. BORROWER HEREBY
(i) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT
LOCATED IN MARICOPA COUNTY, ARIZONA OVER ANY ACTION OR PROCEEDING TO ENFORCE OR
DEFEND ANY MATTER ARISING FROM OR RELATED TO THIS NOTE; (ii) WAIVES PERSONAL
SERVICE OF ANY


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AND ALL PROCESS UPON BORROWER, AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE
MADE BY MESSENGER, CERTIFIED MAIL OR REGISTERED MAIL DIRECTED TO BORROWER AT THE
ADDRESS SET FORTH BELOW AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON
THE EARLIER OF ACTUAL RECEIPT OR THREE (3) DAYS AFTER THE SAME SHALL HAVE BEEN
POSTED TO BORROWER'S ADDRESS; (iii) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
BORROWER MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING; (iv) AGREES THAT A FINAL JUDGMENT
IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY
OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY
LAW; (v) AGREES NOT TO INSTITUTE ANY LEGAL ACTION OR PROCEEDING AGAINST FINOVA
OR ANY OF FINOVA'S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR PROPERTY,
CONCERNING ANY MATTER ARISING OUT OF OR RELATING TO THIS NOTE IN ANY COURT OTHER
THAN ONE LOCATED IN MARICOPA COUNTY, ARIZONA; AND (vi) IRREVOCABLY WAIVES ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS
NOTE. NOTHING IN THIS PARAGRAPH SHALL AFFECT OR IMPAIR FINOVA'S RIGHT TO SERVE
LEGAL PROCESS IN ANY MANNER PERMITTED BY LAW OR FINOVA'S RIGHT TO BRING ANY
ACTION OR PROCEEDING AGAINST BORROWER OR BORROWER'S PROPERTY IN THE COURTS OF
ANY OTHER JURISDICTION.

TEAMSTAFF, INC., a New Jersey Corporation
Fed. Tax ID #22-1899798


By:    _________________________________
       Name:  Donald W. Kappauf
       Title:  President
Address:  300 Atrium Drive, Somerset, New Jersey  08773


TEAMSTAFF SOLUTIONS, INC., a New Jersey Corporation
Fed. Tax ID #:13-2878077


By:    _________________________________
       Name:  Donald W. President
       Title:  Chairman
Address:  245 Fifth Avenue, Suite 1003, New York, New York  10016

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DSI STAFF CONNXIONS NORTHEAST, INC., a New Jersey Corporation
Fed. Tax ID #: 22-3405060


By:    _________________________________
       Name:  Donald W. Kappauf
       Title:  President
Address:  300 Atrium Drive, Somerset, New Jersey  08773


TEAMSTAFF RX, INC., a Texas Corporation
Fed. Tax ID #: 76-0451040


By:    _________________________________
       Name:  Donald W. Kappauf
       Title:  President
Address:  2 Northpoint Drive, Suite 110, Houston, Texas 77060


DSI STAFF CONNXIONS-SOUTHWEST, INC., a Texas Corporation
Fed. Tax ID #: 76-0422152


By:    _________________________________
       Name:  Donald W. Kappauf
       Title:  President
Address: 2 Northpoint Drive, Suite 110, Houston, Texas 77060

TEAMSTAFF VI, INC., a Florida corporation
Fed. Tax ID #: 59-2988438


By:    _________________________________
       Name:  Donald W. Kappauf
       Title:  Chairman
Address: 1211 N. Westshore Blvd., Suite 806, Tampa, FL  33607


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TEAMSTAFF I, INC., A Florida corporation
Fed. Tax ID #: 59-3067619


 By:   _________________________________
       Name:  Donald W. Kappauf
       Title:  Chairman
Address:  1211 N. Westshore Blvd., Suite 806, Tampa, FL  33607


TEAMSTAFF, II, INC., a Florida corporation
Fed. Tax ID #: 59-3277121


 By:   _________________________________
       Name:  Donald W. Kappauf
       Title:  Chairman
Address: 1211 N. Westshore Blvd., Suite 806, Tampa, FL  33607


TEAMSTAFF, III, INC., a Florida corporation
Fed. Tax ID #:  59-3277124

 By:   _________________________________
       Name:  Donald W. Kappauf
       Title:  Chairman
Address: 1211 N. Westshore Blvd., Suite 806, Tampa, FL  33607


TEAMSTAFF, IV, INC., a Florida corporation
Fed. Tax ID #: 59-3277126

 By:   _________________________________
       Name:  Donald W. Kappauf
       Title:  Chairman
Address:  1211 N. Westshore Blvd., Suite 806, Tampa, FL  33607


TEAMSTAFF V, INC., a Florida corporation
Fed. Tax ID #: 59-3277127

By:    _________________________________
       Name:  Donald W. Kappauf
       Title:  Chairman
Address:  1211 N. Westshore Blvd., Suite 806, Tampa, FL  33607


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TEAMSTAFF IX, INC., a Florida corporation
Fed. Tax ID #: 59-2988440


By:    _________________________________
       Name:  Donald W. Kappauf
       Title:  Chairman
Address:  1211 N. Westshore Blvd., Suite 806, Tampa, FL  33607


TEAMSTAFF INSURANCE SERVICES, INC., a Florida corporation
Fed. Tax ID #: 59-2988436


By:    _________________________________
       Name:  Donald W. Kappauf
       Title:  Chairman
Address:  1211 N. Westshore Blvd., Suite 806, Tampa, FL  33607


TEAMSTAFF VIII, INC., a Florida corporation
Fed. Tax ID #: 59-3236075


By:    _________________________________
       Name:  Donald W. Kappauf
       Title:  Chairman
Address:  1211 N. Westshore Blvd., Suite 806, Tampa, FL  33607


EMPLOYER SUPPORT SERVICES, INC., a Florida corporation
Fed. Tax ID #: 59-2988443


By:    _________________________________
       Name:  Donald W. Kappauf
       Title:  Chairman
Address:  1211 N. Westshore Blvd., Suite 806, Tampa, FL  33607


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