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                                                                    EXHIBIT 10.2


                                                                        CITICORP



EQUIPMENT LEASE

LESSOR:  CITICORP LEASING, INC.
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ADDRESS: HARRISON, NY 10528
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LESSE'S LEGAL NAME:                                       CUSTOMER NO.
NETSTAFF
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ADDRESS                                                   CONTRACT NO.
168 SOUTH PARKER
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           COUNTY                STATE/ZIP CODE            CUST. REF. (P.O)
SAN FRANCISCO    SAN FRANCISCO  CA 94107
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ADDRESS (IF DIFFERENT THAN ABOVE)   ATTENTION
                                    PATRICK RYLEE
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          COUNTY                   STATE/ZIP CODE        STATE/ZIP CODE
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EQUIPMENT LOCATION PRIMARY ADDRESS; BILLING ADDRESS SPECIFY:

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EQUIPMENT DESCRIPTION/MANUFACTURER
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THINKPADS 600X AND RELATED EQUIPMENT AND ACCESSORIES


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(NO. MOS.): MONTHLY RENT        USE/SALES TAX             BASIC RENTAL PAYMENT
             $945.78               $0.00                          $946.78
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        END OF LEASE PURCHASE OPTION:       CONTRACT RATE:
        FMV   $1.00  OTHER                   N/A    %
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                    TERMS AND CONDITIONS OF MASTER LEASE AGREEMENT

1.  LEASE.  Lessor leases to Lessee and Lessee leases from Lessor the personal
described above together with all replacements, repairs, additions and thereto
("Equipment").

2. TERM AND RENT. This Lease shall take effect on the date accepted by Lessor,
as below, for the term shown above, calculated from the date the lessee accepts
the ("Commencement Date"). Lessee agrees to pay to Lessor the aggregate of Basic
Rental Payments set forth above for the Term plus advance payments other amounts
payable under this Lease (a Basic Rental Payment plus all other due by Lessee
under this Lease are referred to together as the "Rental"). The amount of each
Basic Rental Payment shown above is based on estimated total cost of the
Equipment including, if applicable, installation cost. Basic Rental Payment
shall be adjusted proportionately upward of downward if the total cost of the
Equipment exceeds or is less than the estimate and Lessee authorizes Lessor to
adjust the Basic Rental Payments by up to fifteen percent that event. Rental
payments are due on the Commencement Date and on the day of each consecutive
month, quarter or year thereafter, as specified above. Payments are payable

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at the address of Lessor set forth above or at such other as Lessor may
designate. To the extent permitted by applicable law, whenever a portion of a
Rental Payment is not paid for more than ten (10) days after it is due, Lessee
agrees to pay Lessor on demand (as a fee to offset Lessor's collection and
operative expenses) the greater of twenty-five ($25.00) or ten percent (10%) of
overdue amount.

LEASE CANNOT BE CANCELLED OR TERMINATED EXCEPT AS EXPRESSLY PROVIDED HEREIN,
LESSEE ACKNOWLEGES AND AGREES THAT LESSEE'S OBLIGATION TO PAY ALL RENTAL
PAYMENTS DUE OR TO BECOME DUE HEREUNDER FOR THE TERM SHALL BE ABSOLUTE AND
UNCONDITIONAL AND SHALL NOT BE SUBJECT TO ANY REDUCTION, SETOFF, DEFENSE,
COUNTERCLAIM, OR DEFERMENT FOR ANY REASON WHATSOEVER.

3. INSTALLATION AND DELIVERY. The Lessee shall provide an acceptable environment
as specified in any applicable manufacturer's manual, and as otherwise specified
by manufacturer, shall furnish all labor required to install equipment. Lessee
shall be responsible for any delivery, rigging or other charges by manufacturer
with respect to the Equipment.

4. DISCLAIMER OF WARRANTIES. LESSEE HAS SELECTED THE EQUIPMENT BASED UPON ITS
OWN JUDGEMENT AND EXPRESSLY DISCLAIMS ANY RELIANCE UPON ANY STATEMENTS OR
REPRESENTATIONS MADE BY LESSOR. LESSOR MAKES NO REPRESENTATIONS OR WARRANTIES
EITHER EXPRESS OR IMPLIED AS TO ANY MATTER WHATSOEVER, INCLUDING, BUT NOT
LIMITED TO, THE DESIGN OR CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY,
SUITABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, AND HEREBY DISCLAIMS
ANY SUCH WARRANTIES. Lessee specifically waives all rights to claim against
Lessor for breach of any warranty whatsoever. Lessor shall not be liable to
Lessee hereunder or at law or in equity for any liability, claim, loss damage or
expense caused directly or indirectly by the Equipment or any deficiency or
defect thereof or the operation, maintenance or repair thereof. Lessor agrees to
assign to Lessee, for the sole purpose of making and prosecuting a claim, all
rights Lessor may have against the Equipment manufacturer/seller for breach of
warranty or other representation to the extent the same are assignable.

5. TITLE: LABELLING. Lessor retains title to the Equipment and no right, title
or interest in the Equipment shall pass to Lessee except as expressly set forth
in this Lease. Lessee (a) shall not sell, assign, sublet or otherwise dispose
of, or permit legal process or encumbrance upon or against any interest in, this
Lease or the Equipment; (b) shall give immediate written notice to Lessor of any
such process or encumbrance; and (c) shall, at its sole expense, protect and
defend Lessor's title and interest against all persons claiming against or
through Lessee and indemnify and hold Lessor harmless from and against any loss
caused thereby. Lessee shall affix to the Equipment any markings requested by
Lessor showing Lessor's interest.



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<PAGE>   3
6. TAXES. Lessee agrees to pay when due all sales, use, property, excise and
other taxes, fees or other charges of any nature whatsoever (except for any
taxes based upon Lessor's net income), however designated, now or hereafter
imposed by any governmental entity, whether based upon the Rent or the Equipment
or the purchase, delivery, ownership, leasing, use possession or return thereof.
Any fees, taxes or other charges paid by Lessor upon failure of Lessee to make
such payments shall at Lessor's demand become immediately due from Lessee to
Lessor.

7. USE; MAINTENANCE; ALTERATIONS; INSPECTION; REGULATORY COMPLIANCE. Lessee
agrees to comply with all laws, regulations and orders applicable to this Lease
and the Equipment and to use the Equipment in its business purpose for which the
Equipment was designed and in compliance with acceptable operating instructions
and to use properly trained personnel in the portion thereof, including, but not
limited to, obtaining and complying with all license, permit, certificate of
need, authorization, certification, accreditation, lease, approval, grant of
rights by any tribunal, regulatory or administrative party or third person
necessary or appropriate for Lessee to own, maintain, or acquire for its
business or Equipment, including Medicare and/or Medicaid certifications, is
applicable. Lessee, at its sole cost and expense, shall maintain the Equipment
according to the manufacturer's recommended guidelines or the equivalent and
meet specifications and all recertification requirements and shall furnish proof
of such maintenance, if operated by Lessor, and shall furnish all needed
servicing and parts, which parts become the property of Lessor and part of the
Equipment. Lessee shall not make any alterations or attachments to the Equipment
without the prior written consent of Lessor, and any permitted alteration or
attachment which cannot be easily removed without damaging the Equipment's
originally intended function or shall become part of the Equipment and the
property of Lessor. Lessee shall not attach the Equipment to any real property
if as a result, the Equipment would become a fixture under applicable law.
Lessor shall have the right during normal business hours to enter Lessee's
premises to inspect the Equipment. Lessee agrees not to remove the Equipment
from the location shown above without Lessor's prior written consent.

8. RETURN OF EQUIPMENT. Upon termination of the Lease, at the expiry of the
Lease or otherwise, Lessee, at its own risk and expense, shall immediately
return the Equipment to Lessor in the same condition as delivered, ordinary wear
and tear excepted, and meeting all recertification requirements of the
manufacturer to specifications, and provide proof thereof, at such location with
the United States as Lessor shall designate. Hardware and software shall be
repaired or replaced as necessary, at Lessee's expense, to ensure Equipment
operates to specifications. Lessee shall contact Lessor to obtain shipping
instructions. If Lessee fails to return Equipment when required to do so, the
terms and conditions of this Lease shall continue to be applicable and Lessee
shall continue to make Rental Payments until Equipment is received by Lessor.

9. EQUIPMENT PURCHASE OPTION (If Applicable). Provided no default has occurred
and continuing and provided this Lease shall not have been previously
terminated, Lessee shall have the option, exercisable by written notice to
Lessor received by Lessor at least ninety (90) days but not more than one
hundred eighty (180) days from



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<PAGE>   4
the expiration of the Term, to purchase on the day following the last day of
Term ("Purchase Date"), all but not less than all the Equipment for a price
equal to Fair Market Value of such Equipment as determined by Lessor. Provided
Lessee has exercised such option, Lessee shall pay to Lessor on the Purchase
Date aforementioned purchase price in cash, all sales and other taxes applicable
and all other amounts due and owing. Lessor will then cause Equipment to be
delivered to Lessee without recourse or warranty.

10. INSURANCE. Lessee shall obtain and maintain during the Term, at its own
expense, liability insurance and insurance against property damage or loss,
insuring risks as are customarily insured against on the type of equipment
leased by businesses in which Lessee is engaged, in such amounts, in such form,
with insurers satisfactory to Lessor; provided, however, that the amount of
insurance against damage or loss shall not be less than the greater of (a) the
replacement value of the Equipment and (b) the aggregate amount of Rent
remaining for the Term. Each liability insurance policy shall name Lessor as an
additional insured and each property damage policy shall name Lessor as sole
loss payee and all policies shall contain a clause requiring the insurer to give
Lessor at least ten (10) days prior written notice of any alteration in the
terms or cancellation of the policy. Lessee shall furnish a certificate of
insurance or other evidence satisfactory to Lessor that the required insurance
coverage is in effect; however, Lessor shall have no duty to ascertain the
existence of or to examine the insurance policy to advise Lessee if the
insurance coverage does not comply with the requirements of this Paragraph. If
Lessee fails to insure the Equipment as required, Lessor shall have the right to
substitute its own insurance for any insurance obtained by Lessor in accordance
with this Paragraph upon reasonable notice to Citicorp with an insurer through
an agent or broker of its choice satisfactory to Lessor.

11. LOSS OR DAMAGE. Until the Equipment is returned to (and received by) the
Lessor as provided in Paragraph 8, Lessee shall bear the entire risk of loss,
theft, damage to or destruction of the Equipment (including, but not limited to,
any condemnation seizure or requisition of title or use) ("Event of Loss"). No
Event of Loss shall relieve Lessee from its obligations to pay Rental Payments
except as stated in (c) below. When any Event of Loss occurs, Lessee shall
immediately notify Lessor and, at the option of Lessor, shall (a) place such
Equipment in good and working order; or (b) replace such Equipment with like
Equipment in good and working order; with clear title to the replacement
Equipment in Lessor; or promptly pay to Lessor an amount equal to the aggregate
amount of all Rent and applicable amounts then remaining unpaid hereunder for
the Term, whereupon Lessor shall transfer to Lessee, without recourse or
warranty (express or implied), all of Lessor's interest, if any, in and to such
Equipment on an "as is", "where is" basis. The proceeds of any insurance payable
with respect to the Equipment shall be applied, at the option of Lessor, either
towards (i) replacement or purchase of the Equipment or (ii) payment of any of
Lessee's obligations hereunder. Lessee hereby appoints Lessor as Lessee's
attorney-in-fact to make claim for, receive payment of, and execute and endorse
all documents, checks or drafts issued with respect to any Event of Loss under
any insurance policy relating to the Equipment.



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<PAGE>   5
12. EVENTS OF DEFAULT. Each of the following shall be a Default under this
Lease: Lessee (a) fails to pay any portion of Rent within five (5) days of its
due date; or (b) fails to perform or observe any other covenant or agreement in
this Lease, or any representation in this Lease or in any document furnished in
connection with this Lease is inaccurate in any material respect and such
failure or inaccuracy continues unremedied for ten (10) days after written
notice sent by Lessor; or (c) shall or shall attempt to abandon, remove, sell,
encumber or sublet any item of Equipment; or (d) shall become insolvent or make
an assignment for the benefit of creditors, or a trustee or receiver shall be
appointed for Lessee or for a substantial part of its assets, or bankruptcy,
reorganization or insolvency proceedings shall be instituted by or against
Lessee; or (e) shall suffer a material adverse change in its financial condition
or operations; or (f) shall be in default under any other agreement with Lessor
or any of its affiliates or any other lender or Lessor; or (g) shall cause or
suffer to exist any sale or transfer of any interest which would result in a
change in majority ownership of the Lessee.

13. REMEDIES. Upon the occurrence of a Default and at any time thereafter,
Lessor may, in its sole discretion, to the extent permitted by and in conformity
with applicable law, do any one or more of the following: (a) upon notice to
Lessee, terminate this lease; (b) declare the total amount of unpaid Rent and
other applicable amounts due to become due hereunder for the Term immediately
due and payable, discounted at five percent (5%) simple interest per annum; (c)
demand the return of the Equipment in accordance with Paragraph 8 hereof; (d)
without demand or legal process, enter the premises where the Equipment is
located and take immediate possession of and remove the same, without liability
to Lessor or its agents for such entry or for damage to property or otherwise;
(e) sell any or all of the Equipment at public or private sale, with or without
notice to Lessee or advertisement, or otherwise dispose of, lease to others or
keep idle the Equipment, all free and clear of any rights of Lessee to the
Equipment; or (f) exercise any other right or remedy available to Lessor under
applicable law or proceed by court action to enforce the terms of this Lease or
to recover damages or expenses resulting from the breach of this Lease. Lessee
shall be liable for and shall pay to Lessor all legal expenses and other costs
incurred by Lessor in exercising Lessor's remedies, including placing any
Equipment incurred by Lessor in exercising Lessor's remedies, including placing
any Equipment in the condition required by Paragraph 8 hereof. If this Lease is
deemed at any time to be one intended as security, Lessee agrees that the
Equipment shall secure in addition to the indebtedness herein, all other
indebtedness at any time owing by Lessee to Lessor. No remedy referred to in
this Lease is intended to be exclusive, but each shall be in addition to any
other remedy referred to or otherwise available to Lessor at law or in equity.
No express or implied waiver by Lessor of any Default shall constitute a waiver
of any other Default by Lessee or a waiver of any of Lessor's rights and no
delay by Lessor in enforcing any right or requiring performance of any
provisions of this Lease by Lessee shall be a waiver of such right or affect the
right of Lessor to enforce such provision. To the extent permitted by applicable
law, Lessee hereby waives any rights now or hereafter conferred by statute or
otherwise which may require Lessor to sell, lease or otherwise use any Equipment
in mitigation of Lessor's damages as set forth in this Paragraph or which may
otherwise limit or modify any of Lessor's rights or remedies under this
Paragraph.



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<PAGE>   6
14. ASSIGNMENT BY LESSOR. Lessee acknowledges that Lessor may sell and/or assign
its interest in the Equipment and/or this Lease. Lessee agrees that upon notice
of such assignment it shall pay directly to assignee (unless otherwise directed
by assignee) without abatement, deduction or setoff all amounts which become due
hereunder and further agrees that it will not assert against assignee any
defense, counterclaim or setoff for any reason whatsoever in any action for rent
or possession brought by assignee. Lessee agrees that any such assignment; sale
or encumbrance of the Lessor's interest shall not materially change Lessee's
duties or obligations under this Lease nor materially increase Lessee's risks or
burdens.

15. GENERAL INDEMNITY. Lessee indemnifies and agrees to defend and hold Lessor
harmless from and against all claims, costs, expenses (including, but not
limited to, legal expenses), damages and liabilities arising from or pertaining
to ownership use, leasing, delivery, return or disposition of the Equipment. Any
payment made hereunder to Lessor shall include the amount of any taxes required
to be paid by Lessor as the result of the receipt of such payment. The
provisions of this Paragraph 15 shall survive the termination of this Lease.

16. FURTHER ASSURANCES. Lessee shall promptly execute and deliver to Lessor such
further documents and take such further action as Lessor may request to more
effectively carry out the intent and purpose of this Lease. Lessee agrees to
provide Lessor with copies of Lessee's balance sheet, profit and loss statement,
and such other financial reports as Lessor may from time to time request. Lessee
hereby appoints Lessor as its attorney-in-fact to execute and file on behalf of
Lessee and authorizes Lessor to file without Lessee's signature any UCC
financing statements and amendments Lessor deems advisable to secure the
interests of Lessor. To the extent permitted by applicable law, Lessee hereby
waives any and all rights and remedies conferred upon a Lessee by Sections
2A-508 through 2A-522 of the UCC.

17. NOTICES. Any notices shall be in writing, sent by regular mail, postage
prepaid, to the addresses set forth above, or to such other addresses as the
parties may substitute by written notices given in the manner described in this
paragraph.

18. MISCELLANEOUS. This Lease may not be amended except in writing and shall be
binding upon and inure to the benefit of the parties, their permitted successors
and assigns. This Lease shall be governed by, and construed in accordance with
the laws of New York. Any provision of this Lease which is unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such unenforceability without invalidating the remaining provisions hereof.
Lessee waives any right to trial by jury on any issues or claims arising under
this Lease.



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                                                     (CONTINUED ON REVERSE SIDE)
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This Lease, consisting of the foregoing, and THE REVERSE SIDE HEREOF, correctly
sets forth the entire agreement between Lessor and Lessee with respect to the
use, possession and lease of the Equipment. No agreements or understandings
concerning the foregoing shall be binding on either of the parties hereto unless
specifically set forth in this Lease. The term "Lessee" as used herein shall
mean and include any and all Lessees who sign hereunder, each of whom shall be
jointly and severally bound thereby. This Lease will not be binding on Lessor
until accepted below. The undersigned understands and agrees that consumer
credit reports concerning the undersigned may be requested by Lessor in
connection with processing this application furnished by any and all relevant
parties.

    By execution hereof, the signer hereby certifies that he has read this
Lease, INCLUDING THE REVERSIDE SIDE HEREOF, and that he is duly authorized to
execute this Lease on behalf of Lessee, and that Lessee is duly authorized and
empowered to execute and deliver this Lease and any other document required or
necessary to be delivered pursuant to this Lease.


                                    LESSEE: NETSTAFF

                                    By: /s/ PATRICK RYLEE

                                    Patrick Rylee                 2/9/00
                                    ------------------------------------
                                    PRINTED NAME, TITLE             DATE

LESSOR: CITICORP LEASING, INC.


             HEADQUARTERS, 450  MAMARONECK
LOCATED AT:  AVENUE, HARRISON, NY 10528
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        AUTHORIZED SIGNATURE

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  PRINTED NAME, TITLE                       DATE


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<PAGE>   9

                                PLEDGE AGREEMENT

PLEDGE AGREEMENT (the "Agreement"). Made as of this 9th day of February, 2000
between NetStaff ("Pledgor"), having its principal place of business at 168
South Park, San Francisco, CA 94107 and Citicorp Inc., having a place of
business at 450 Mamaroneck Avenue, Harrison, NY 10528.

                                   WITNESSETH:

        WHEREAS, Pledgor, as Lessee, entered into an Equipment Lease Agreement
dated February 9, 2000 with Citicorp as Lessor, all as amended by an Amendment
dated __________________, 2000, (the "Agreement"); and

        NOW, THEREFORE, it is agreed between the parties as follows:

        1. Pledgor hereby pledges, assigns, transfers and delivers to Citicorp
           as security for the payment and performance of all of the Obligation,
           a Negotiable Certificate of Deposit NO. 6740414622 issued by Citibank
           (together with any other issuer of a Certificate, the "Issuing Bank")
           in the face amount of $29,000 bearing interest at the rate of 5.21%
           per annum, maturing 8/9/00 and payable to the order of Pledgor,
           together with all renewals thereof, all Substitute Certificates
           (hereinafter defined), and all interest on and proceeds of, however
           derived, any of the foregoing (collectively, the "Certificate").

        2. Pledgor agrees to immediately deliver to Citicorp all certificates,
           receipts or other instruments evidencing the Certificate.

        3. Pledgor represents and warrants that: (i) Pledgor is the sole owner
           of the Certificate; (ii) the Certificate is free of all liens,
           security interests and encumbrances and Pledgor has not made any
           prior assignment or transfer of any kind of the Certificate, except
           such as may have been created in favor of Citicorp; (iii) Pledgor has
           not withdrawn, canceled, been repaid or redeemed all of any part of
           the Certificate; (iv) there is no pending application for the
           withdrawal, cancellation, repayment or redemption of the Certificate;
           (v) this Agreement does not violate, or require any consent, approval
           or other action by any governmental official or body of any other
           person or entity under; any law, regulation, decree or other or any
           agreement binding upon Pledgor or the property of Pledgor; (vi)
           Pledgor has the power and authority to enter into this Agreement;
           (vii( this Agreement has been duly authorized, executed and delivered
           by Pledgor; and (viii( this Agreement is a legal, valid and binding
           obligation of Pledgor, enforceable in accordance with its terms.

        4. This Agreement has been given for value and is hereby declared to be
           irrevocable.


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<PAGE>   10
        5. So long as any Obligation is outstanding, Pledgor hereby irrevocably
           authorizes and empowers Citicorp, at Citicorp's option, at any time,
           and from time to time, for its own use and benefit either in its own
           name of in the name of Pledgor: (i) to renew the Certificate on such
           terms and for such period (s) as Citicorp may deem appropriate; (ii)
           to execute any and all instruments required for the withdrawal or
           repayment of same, or any part thereof; (iii) to complete in any
           respect any instrument for the withdrawal or repayment of funds; and
           (iv) to in all respects deal with the Certificate as the owner
           thereof. Pledgor waivers any presentation, demand of payment,
           protest, and notice of non-payment under any circumstances be deemed
           to assume any responsibility for or obligation or duty with respect
           to the Certificate or any proceeds thereof, and shall not be required
           to take any action or any kind to collect, preserve or protect its or
           Pledgor's rights in the Certificate. Pledgor releases Citicorp from
           any claims, causes or actions and demands at any time arising out of
           or with respect to this Agreement, the use or disposition of the
           Certificate or any action taken or omitted to be taken by Citicorp
           with respect thereto, and Pledgor hereby agrees to hold Citicorp
           harmless from and with respect to any and all claims, causes of
           action and demands.

        6. The obligation of Pledgor hereunder shall be absolute and
           unconditional irrespective of: (i) any lack of validity or
           enforceability of the Obligations, the Agreements or instrument
           relating thereto: (ii) any change in the time, manner or place of
           payment of, or in any other term of, all or any of the Obligations or
           any other amendment or waiver of or any consent to departure from any
           agreement or instrument relating to the Obligations; (iii) any other
           circumstance which might otherwise constitute a defense available to,
           or a discharge of, Pledgor, as the Obligor of the Obligations, except
           those defenses available to Pledgor as Lessee; or (iv) any law,
           regulation or order now or hereafter in effect in any jurisdiction
           affecting any of the terms or the rights of Citicorp with respect tot
           the Obligations, the Agreements or any instrument relating thereto.

        7. This Agreement shall continue to be effective or be reinstated, as
           the case may be, if at any time any payment of any of the Obligations
           is rescinded or must otherwise be returned by Citicorp upon the
           insolvency, bankruptcy or reorganization of Pledgor or otherwise, all
           as though such payment had not bee made.

        8. Upon any default in the payment or performance of any Obligation, or
           the breach of any representation or covenant contained in the
           Agreements or this Agreement, Citicorp may, without regard to any
           premium or penalty which may result from liquidation of the
           Certificate prior to maturity; (iii) surrender the Certificate to the
           Issuing Bank upon five days' notice by certified mail to Pledgor, and
           demand, collect, and receive payment of any mail to Pledgor, and
           demand, collect, and receive payment of any and all monies or
           proceeds due or to become due under the Certificate or any part
           thereof; (ii) hold any



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<PAGE>   11
            and all monies or proceeds representing the Certificate in a cash
            collateral account or invest such monies or proceeds as Citicorp may
            deem appropriate and/or (iii) apply all or any portion of the
            Certificate, in its sole discretion, first, to all costs and
            expenses including without limitation, attorneys' fees) of Citicorp
            in enforcing its rights and pursuing its remedies hereunder, second,
            to the payment of on the Obligations, and any fees or commissions to
            which Citicorp may be entitled, and third, to Pledgor or whosoever
            may be entitled thereto. The rights, powers and remedies granted to
            Citicorp herein shall be cumulative and in addition to any rights,
            powers and remedies to which Citicorp may be entitled either by
            operation of law or pursuant to any other document or instrument
            delivered or from time to time to be delivered to Citicorp in
            connection with Obligations.

        9.  At such time as Pledgor shall have fulfilled and satisfied all of
            the Obligations, this Agreement shall be terminated; otherwise and
            if not, this Agreement shall remain in full force and effect. Upon
            such complete fulfillment and satisfaction, and provided that no
            default specified in Paragraph 8 above shall have occurred, Citicorp
            shall release and deliver the Certificate to Pledgor.

        10. As long as the Pledgor is not in default as defined in Section 8,
            interest shall accrue in favor of Pledgor. Pledgor shall direct the
            Issuing Bank to reinvest interest accruing on the Certificate or to
            follow such instructions regarding the disbursal of interest as
            Pledgor, with the written consent of Citicorp, may from time to time
            direct.

        11. If any Certificate, whether original or a Substitute Certificate (as
            defined below), shall mature prior to the payment in full of the
            Obligations and provided Pledgor is not then in default under the
            Agreements of this Agreement, Citicorp shall, upon the maturity of
            the Certificate, endorse same in the name of Pledgor and deliver the
            Certificate tot the Issuing Bank for collection. Citicorp shall then
            immediately purchase a new Certificate of Deposit. ("Substitute
            Certificate") from the Issuing Bank or such other bank as Pledgor
            shall direct (with the written consent of Citicorp) in an amount
            equal to the principal of and interest accrued on the Certificate
            surrendered, and with a maturity not in excess of 180 days. Citicorp
            shall hold such Substitute Certificate pursuant to this Agreement,
            and any Substitute Certificate shall be deemed to be a "Certificate"
            for all purposes hereunder. If taxes are imposed upon the interest
            received from a Certificate, Pledgor shall pay such taxes or, of at
            the option of Citicorp, Citicorp elects to pay such taxes, Pledgor
            shall promptly reimburse Citicorp for any amounts so paid by
            Citicorp.

        12. If any penalty involving loss of forfeiture of interest is incurred
            or assessed by the Issuing Bank because of the redemption of a
            Certificate prior to its



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<PAGE>   12

            maturity, Pledgor shall promptly indemnify Citicorp to the extend of
            the interest so forfeited or lost because of premature redemption.

        13. The issuing Bank hereby waives any rights of setoff, counterclaim,
            statement or reduction it may have against Pledgor in respect of the
            Certificate.

        14. Pledgor, upon written direction from Citicorp and at Pledgor's own
            expense, shall do all further acts and execute, acknowledge and
            deliver all deeds, conveyances, transfers, instruments, assurances
            and other documents reasonably necessary or proper for the better
            pledging, assuring, conveying, assigning and confirming to Citicorp
            the Certificate.

        15. To accomplish the purposes of this Agreement, Pledgor does hereby
            name and appoint Citicorp as its attorney in fact, with full power
            to endorse and deliver for collection any Certificate at any time
            held by Citicorp as its attorney in fact, with full power to endorse
            and deliver for collection any Certificate at any time held by
            Citicorp in the name of Pledgor and to purchase new Certificates in
            the name of Pledgor and to sign all checks, drafts or other orders
            representing the proceeds of such Certificated cashed, and to take
            any action set forth in Paragraph 5 above, all with the same force
            and effect as if the same had been done by Pledgor. Pledgor also
            agrees to execute any and all documents, including but not limited
            to, any Uniform Commercial Code financing statements, as Citicorp
            may reasonably request to effectuate the intent of this Agreement or
            to further secure the pledge accomplished herein.

        16. This Agreement shall be governed by and construed in accordance with
            the laws of the State of New York and applicable federal law.
            Pledgor hereby consents to the non-exclusive jurisdiction of the
            state and federal courts sitting in the State of New York, and
            agrees that in the event of dispute hereunder, suit may be brought
            against Pledgor in such courts or in any other jurisdiction where
            Pledgor or any of its assets may be found, and Pledgor hereby
            irrevocably submits to the jurisdiction of such courts. Pledgor
            irrevocably submits to the service of any and all process in such
            action or proceeding by the mailing of copies of such process of
            Pledgor at its address specified above.

        17. Pledgor hereby waives any and every right to a trial by jury in any
            action of related to this Agreement, the Obligations or the
            enforcement of either or all of the same, and does further expressly
            waive any and every right to interpose any counterclaim in any such
            action or proceeding.



                                       12
<PAGE>   13

        18. This Agreement may be executed in any number of counterparts and by
            different parties hereto in separate counterparts, each of which
            when so executed and delivered shall be deemed to be an original and
            all of which taken together shall constitute one and the same
            instrument.

        IN WITNESS WHEREOF, the parties hereto have set their hands and seals as
        of the day and the year above written.



                                            CITICORP

        By: /s/ PATRICK RYLEE               By: /s/ JOANNE LE
        Title:        President             Title:  Acquisition Manager


        PLEDGE AGREED AND ACKNOWLEDGED:

        Issuing Bank: CITIBANK FSB
        By:           /s/ LUIZ L.D. SOUZA
        Title:        FCEUP


                                       13
<PAGE>   14
       IBM

       Assignment of Machines

       User
       Name                           NETSTAFF INC.
       Address                        168 South Park
       City, State  Zip               San Francisco, CA 94107

       Purchaser
       Name                           CITICORP LEASING
       Address                        450 Mamaroneck Avenue
       City, State Zip                Harrison, NY 10528

       User's Installation Address
       Name                            NETSTAFF INC.
       Address                         168 South Park
       City, State Zip                 San Francisco, CA 94107


        The User, the Purchasers, and International Business Machines
        Corporation *IBM) agree to the following terms (called the
        "Assignment'). Under this Assignment, the User assigns to the Purchaser,
        the User's right to purchase from IBM the Machine(s) listed below. By
        signing below for our respective enterprises, each of us agrees to the
        terms of this Assignment. Once signed, any reproduction of this
        Assignment made by reliable means (for example, photocopy or facsimile)
        is considered an original.

<TABLE>
<CAPTION>
       Sales Order       Purchase Order     Invoice       Quantity      Model #
       ------------------------------------------------------------------------
<S>                      <C>                <C>           <C>           <C>
       ------------------------------------------------------------------------

       ------------------------------------------------------------------------

       ------------------------------------------------------------------------

       ------------------------------------------------------------------------
</TABLE>



        If the Purchaser defaults on payment to IBM for the above product, than
        the User is responsible for payment.

        User's signature/title  /s/ DAVE M. DAVIS, CFO

        Purchaser's signature/title

        IBM's signature/title

                                       14