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                                                                    Exhibit 10.3


                 AMENDED AND RESTATED SECURED PROMISSORY NOTE B

$1,899,996.00                                                   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 One Million Eight
Hundred Ninety-nine Thousand Nine Hundred Ninety-six Dollars ($1,899,996.00),
plus interest in the manner and upon the terms and conditions set forth below.
This Amended and Restated 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. This Note represents the outstanding principal balance of the Secured
Promissory Note B dated January 25, 1999 in the original amount of $2,500,000.00
and is being entered into to restate certain terms thereof not as evidence of a
new indebtedness, and is not a novation.

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. ten (10) equal successive monthly installments of principal
of Fifty Thousand and 00/100 Dollars ($50,000.00) each on the first day of each
month, beginning May 1, 2000, and continuing through and including February 1,
2001;

                  b. twenty four (24) equal successive monthly installments of
principal of Fifty Eight Thousand Three Hundred Thirty Three and 00/100 Dollars
($58,333.00) each on the first day of each month, beginning March 1, 2001, and
continuing through and including February 1, 2003;

                  c. A final installment equal to the then unpaid principal
balance hereof on March 1, 2003; and


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                  d. With each of the foregoing payments accompanied by payment
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.

                  1.2 Prepayment may be made under this Note in whole but not in
part, subject to, in the case of prepayment in whole, the Termination Fee 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 notice to FINOVA
and accompanied by all accrued by unpaid interest and the full amount of the
applicable Termination Fee, if any, and 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 Termination Fee and 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, including without limitation the
Termination Fee, 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.

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                  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.

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,
Termination 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


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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 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.

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                  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 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

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


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


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


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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


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


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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


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


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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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