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                                                                   EXHIBIT 10.1



            THIRD AMENDED AND RESTATED PROMISSORY NOTE (THIS "NOTE")
                        (SECURED BY SECURITY AGREEMENT)

<TABLE>

<S>                                                      <C>
Effective Date: .....................................    June 22, 1995

Makers: .............................................    Richard G. Rawson and wife, Dawn Rawson
                                                         2902 Valley Manor Drive
                                                         Kingwood, Harris County, Texas  77339; and

                                                         RDKB Rawson, L.P., a Texas Family Limited Partnership
                                                         2902 Valley Manor Drive
                                                         Kingwood, Harris County, Texas  77339
                                                         (collectively, the "Makers," and individually, a "Maker")

Payee: ..............................................    Administaff, Inc., a Delaware corporation
                                                         (sometimes hereinafter referred to as the "Payee")

Place for Payment: ..................................    19001 Crescent Springs Drive
   (including county)                                    Kingwood,  Montgomery  County,  Texas or any other place that
                                                         Payee may designate in writing

Principal Amount:....................................    Six Hundred  Ninety-Three  Thousand  Six Hundred  Ninety-Four
                                                         and 75/100 Dollars ($693,694.75)

Annual Interest Rate on
   Unpaid Principal from Date: ......................    Six and 83/100 Percent (6.83%)

Annual Interest Rate on
   Matured Unpaid Amounts: ..........................    Six and 83/100 Percent (6.83%)
</TABLE>

Terms of Payment (principal and interest):

         The principal of this Note shall be due and payable in full on June
         22, 2002.

         Interest shall be due and payable annually as interest accrues,
         beginning on June 22, 1996, and continuing regularly and annually
         thereafter on the 22nd day of June of each year thereafter until June
         22, 2002, when, as stated above, the entire principal balance of this



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         Note, and all accrued unpaid interest thereon shall be due and payable
         in full. Interest installments shall be calculated on the unpaid
         principal balance from time to time outstanding hereunder, from the
         date following the last interest payment date through the date of
         payment.

Security for Payment:

         A security interest created and granted in the following Second
         Amended and Restated Security Agreement (the "Security Agreement"):

<TABLE>
         <S>                                             <C>
         Date: ......................................    July 13, 1998

         Debtors: ...................................    Richard G. Rawson and wife, Dawn Rawson
                                                         2902 Valley Manor Drive
                                                         Kingwood, Harris County, Texas 77339; and

                                                         RDKB Rawson, L.P., a Texas Family Limited Partnership
                                                         2902 Valley Manor Drive
                                                         Kingwood, Harris County, Texas 77339

         Secured Party: .............................    Administaff, Inc.
                                                         19001 Crescent Springs Drive
                                                         Kingwood, Montgomery County, Texas 77339
                                                         (sometimes hereinafter referred to as the "Secured Party")

         Collateral Location: .......................    Secretary of Administaff, Inc.
           (including County)                            19001 Crescent Springs Drive
                                                         Kingwood, Montgomery County, Texas 77339

         Collateral Description: ....................    Stock Certificate Nos. ASF 1855 (48,982 shares), and such
                                                         other stock certificates representing shares of common stock
                                                         issued by Administaff, Inc., a Delaware corporation, as may
                                                         from time to time be held by Secured Party as security for
                                                         the indebtedness evidenced hereby and any and all stock
                                                         certificate(s) issued in replacement, substitution, or
                                                         redemption thereof or as a result of any share split or
                                                         reverse share split, together with all proceeds thereof, all
                                                         as more fully described in the Security Agreement.
</TABLE>




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         Each Maker jointly and severally promises to pay to the order of Payee
the principal balance of this Note and accrued interest thereon, at the place
for payment, according to the terms of payment and at the rates stated above.
Makers shall have the right to prepay all or any portion of the outstanding
principal balance of this Note.

         If Makers default in the payment of this Note or under any term of the
Security Agreement, or in the performance of any obligation under any other
agreement, instrument or other document executed as security for, or otherwise
in connection with, this Note, whether now existing or hereafter executed
(collectively, the "Other Documents"), and such default continues after the
holder of this Note gives Makers notice of such default and the time within
which it must be cured, as may be required by law or by written agreement, then
the holder of this Note may, at its option, declare the unpaid principal
balance hereof and accrued, unpaid interest thereon immediately due and payable
in full without notice of any kind. Makers and each surety, endorser, and
guarantor waive all demands for payment, presentations for payment, notices of
intention to accelerate maturity, notices of acceleration of maturity,
protests, and notices of protests and all other notices of whatever kind, to
the extent permitted by law.

         If any one or more of this Note, the Security Agreement or any of the
Other Documents are given to an attorney for collection or enforcement, or if
suit is brought for collection or enforcement, or if this Note is collected
through probate, bankruptcy, or other judicial proceeding, then Makers shall
pay the holder of this Note all costs of collection and enforcement, including
reasonable attorney's fees and court costs, of not less than 10% of the amount
due under this Note, in addition to other amounts due.

         It is the intention of Makers and Payee to comply strictly with all
applicable usury laws. Interest on the debt evidenced by this Note, however
denominated, shall not exceed the maximum amount of nonusurious interest that
may be contracted for, taken, reserved, charged, collected or received under
applicable law; any interest collected or received in excess of such maximum
nonusurious amount shall be deemed a mistake and credited against the unpaid
principal balance hereof then outstanding or, if the principal hereof has been
repaid, refunded to Makers, and the effective interest rate and amount
applicable to this Note shall automatically be reduced to the maximum
nonusurious contract rate and amount of interest allowed for this Note under
applicable law. The foregoing provision shall override all demands and charges,
the effect of all prepayments, and all contrary provisions, if any, in this
Note, the Security Agreement and the Other Documents.

         Each Maker is jointly and severally liable for all obligations set
forth by this Note.

         It is the express understanding of the Makers and Payee that any
judgment for the repayment of the indebtedness evidenced hereby or interest
thereon will be enforced first against the collateral furnished




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pursuant to the Security Agreement (the "Collateral") and, second, only to the
extent that the indebtedness evidenced hereby or any interest thereon is not
satisfied by the Collateral, against Richard G. Rawson and Dawn Rawson, or
either of them personally or any property of Richard G. Rawson and Dawn Rawson
or either of them to the full extent of such deficiency, but not against RDKB
Rawson, L.P. or, except for the Collateral, any of its property, in any action
to collect any amount payable hereunder or to enforce performance of any of the
other provisions of the Security Agreement or any of the Other Documents;
provided, however:

                  (a) Nothing herein contained shall be construed as limiting
         or impairing enforcement against the Collateral or otherwise
         prohibiting Payee from exercising any and all remedies which this
         Note, the Security Agreement or the Other Documents permit, so long as
         the exercise of any remedy shall only extend to execution against or
         recovery out of any property of Richard G. Rawson and Dawn Rawson, or
         either of them in addition to the Collateral in any action to
         foreclose or to collect any amounts payable hereunder at such time as
         the Collateral is fully exhausted and then only to the extent any
         deficiency was not satisfied by the Collateral;

                  (b) Makers shall be fully and personally liable, jointly and
         severally, for any and all costs, expenses and other sums payable to
         third parties (including, without limitation, attorney's fees and
         court costs) paid or incurred by Payee to enforce this Note, to
         protect or enforce Payee's security interest in the Collateral or
         otherwise to enforce the Security Agreement, or to enforce the Other
         Documents, together with interest thereon at the rate of ten percent
         per annum.

         This Note is executed for the sole purpose of extending the maturity
date of that certain Second Amended and Restated Promissory Note (Secured by
Security Agreement), dated as of June 22, 1995, in the original principal
amount of $693,694.75 executed by Richard G. Rawson, wife, Dawn Rawson and RDKB
Rawson L.P., payable to the order of Payee (the "Second Amended Note"), for a
period of two years with a new maturity date of June 22, 2002, on which date
the entire principal balance of this Note and all accrued, unpaid interest
thereon shall be due and payable in full. Makers hereby acknowledge and agree
that the principal amount of $693,694.75, together with accrued, unpaid
interest thereon is fully due and owing under the Second Amended Note, and that
such amounts (both principal and accrued, unpaid interest thereon) are fully
valid and subsisting as of the date of execution hereof and are not subject to
set-off, deduction, defense, or counterclaim of any kind whatsoever.

         When the context requires, singular nouns and pronouns include the
plural and vice versa.



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         EXECUTED the 6th day of March, 2000 to be effective as of June 22,
1995.


/s/ Richard G. Rawson                                /s/ Dawn Rawson
--------------------------------                     ---------------------------
Richard G. Rawson                                    Dawn Rawson


RDKB RAWSON L.P., a Texas Family Limited Partnership


By:  /s/ Richard G. Rawson
     ----------------------------------------
     Richard G. Rawson, General Partner







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