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                                                                   EXHIBIT 10.25


[FIRST UNION LOGO]            MARKETING AGREEMENT

THIS AGREEMENT, hereinafter called "Agreement", made as of __, 2001, by and
between FIRST UNION CORPORATION, 201 South Tryon Street, Charlotte, NC 28202,
hereinafter called "First Union", and TEAMSTAFF, Inc., 300 Atrium Drive,
Somerset, NJ 08873, hereinafter called "TeamStaff".

IN CONSIDERATION of the mutual promises, covenants, and agreements made and
contained herein, and intending to be legally bound hereby, the parties hereto
agree as follows:

     1. DEFINITIONS: When used herein with initial capitalizations, whether in
     the singular or in the plural, the following terms shall have the following
     meanings:

          "BUSINESS BANKERS" = FUNB relationship managers assigned to Business
          Banking Customers.

          "BUSINESS BANKING CUSTOMERS" = Non-individual businesses which are
          customers of First Union and have revenues of less than $10 million
          per annum.

          "EARN OUT CASH PAYMENT" = a one time payment by TeamStaff to First
          Union in an amount equal to ________________dollars ($____.00) for
          each Customer employee who becomes a leased or co-employee of
          TeamStaff as of the commencement date of the service agreement between
          TeamStaff and the Customer provided the employee (i) becomes a
          full-time leased or co-employee scheduled to work a minimum of 1,500
          hours per annum, and (ii) is leased or co-employed by TeamStaff for a
          period of sixty (60) days.

          "RM REFERRAL CASH PAYMENT" = a one time payment by TeamStaff to First
          Union in an amount equal to ______ dollars ($_____) for each Customer
          employee who becomes a leased or co-employee of TeamStaff as of the
          commencement date of the service agreement between TeamStaff and the
          Customer, provided the employee becomes a full-time leased or
          co-employee scheduled to work a minimum of 1,500 hours per annum.

          "CUSTOMER" = Business Banking Customer referred by FUNB to TeamStaff.

          "EFFECTIVE DATE" = The date first set forth above, subject to the
          provisions of Paragraph 5 below.

          "FIRST UNION" = First Union Corporation and all banks and other
          organizations which are or hereafter become subsidiaries of, or
          otherwise controlled by, First Union Corporation, including FUNB, and
          any bank or other organization which may hereafter acquire a
          controlling interest in First Union Corporation or any of its
          subsidiaries.

          "FUNB" = First Union National Bank

          "MODEL PROFILE" = The Business Banker Customer profile defined in
          Exhibit A.

          "SERVICES" = Employee leasing, administrative human resource services
          and other outsourcing services provided in the normal and ordinary
          course of the professional employer organization or employee leasing
          business; provided, however, the term "Services" shall not include
          services that are solely payroll processing services.

          "TARGETED GEOGRAPHIC MARKETS" = FUNB geographic markets as defined in
          Exhibit A.

     2. MARKETING PROGRAM: FUNB will promote and market TeamStaff's Services to
     it Business Banking Customers, and TeamStaff will offer its Services to
     Customers referred by FUNB that meet TeamStaff's underwriting criteria. The
     promotional, marketing and servicing responsibilities of the parties are
     set forth in Exhibit A attached hereto.



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     3. EXCLUSIVITY: First Union agrees that it will not enter into any referral
     or joint marketing relationship during the term of this Agreement with any
     other provider of Services to promote such Services through Business
     Bankers who call on Business Banking Customers. The foregoing exclusivity
     provisions shall not apply (i) to marketing or promoting similar services
     through websites owned or sponsored by First Union, (ii) to First Union
     offering such Services itself, (iii) to payroll processing services, (iv)
     in the event of a merger by First Union where First Union is not the
     surviving entity or an acquisition of or by First Union where the acquiror
     or the entity being acquired either offers Services itself or has an
     existing contractual relationship with a provider of Services substantially
     similar to the relationship contemplated by this Agreement, or (v) to
     referrals of Customers who do not fit the Model Profile described in
     Exhibit B attached hereto. TeamStaff agrees that it will not enter into any
     referral or joint marketing relationship during the term of this Agreement
     with any financial institution in a market that has been prioritized and
     scheduled as a rollout market pursuant to Exhibit A hereof, unless
     expressly consented to in writing by First Union, which consent shall not
     be unreasonably withheld.

     4. COMPENSATION: In consideration for its marketing services hereunder,
     First Union will be entitled to the following compensation:

          a.   TeamStaff will pay RM Referral Cash Payments to First Union. By
               way of example and not by way of limitation, if ten full-time
               employees of a Customer scheduled to work a minimum of 1,500
               hours per annum become leased or co-employees of TeamStaff as of
               the commencement date of the service agreement between TeamStaff
               and the Customer, a RM Referral Cash Payment of $_________ shall
               be due to First Union. In the event of termination of this
               Agreement, RM Referral Cash Payments will be due with respect to
               referrals provided prior to termination but for which TeamStaff
               enters into service agreement(s) with Customer(s) within six (6)
               months after termination of this Agreement. RM Referral Cash
               Payments will be paid to First Union on a monthly basis on or
               before 45 days following the close of the month in which the
               relevant Customer's service agreement with TeamStaff commences.

          b.   TeamStaff will also pay Earn Out Cash Payments to First Union. By
               way of example and not by way of limitation, if ten full-time
               employees of a Customer scheduled to work a minimum of 1,500
               hours per annum (i) become leased or co-employees of TeamStaff as
               of the commencement date of the service agreement between
               TeamStaff and the Customer and (ii) remain employed or leased by
               TeamStaff for a period of sixty (60) days, then an Earn Out Cash
               Payment of $___________ shall be due to First Union. In the event
               of termination of this Agreement, Earn Out Cash Payments will be
               due with respect to referrals provided prior to termination but
               for which TeamStaff enters into service agreement(s) with
               Customer(s) within six (6) months after termination of this
               Agreement. Earn Out Cash Payments will be paid to First Union
               within ten (10) days following the last day of each calendar
               quarter for each Earn Out Cash Payment that accrued during the
               prior calendar quarter.

          c.   First Union will have the right to audit TeamStaff's books and
               records no more than one time per calendar year during regular
               business hours and upon five business days notice to determine
               payments due First Union. In the event it is determined that
               TeamStaff has inaccurately reported payments due First Union by
               more than 5% for any one year period, TeamStaff shall reimburse
               First Union for all reasonable out of pocket costs of such audit.

     5. TERM: Notwithstanding the execution of this Agreement, this Agreement
     shall not be deemed effective ("Effective Date") and binding upon the
     parties until the closing date of the proposed merger transaction between
     BrightLane.com, Inc. and TeamStaff. This Agreement shall not be effective,
     in any event, if closing of the proposed merger transaction between
     BrightLane.com, Inc. and TeamStaff does not occur by September 30, 2001.
     The term of this Agreement shall commence on the Effective Date, and end
     two years later. Upon completion of the initial two year period, the
     Agreement will continue indefinitely until terminated by either party upon
     not less than 90 days prior written notice to the other. Notwithstanding
     the foregoing, either party shall have the right to terminate this
     Agreement upon sixty (60) days written notice to the other (i) with respect
     to any state or jurisdiction in the event applicable law or regulation
     prevents such party from continuing to perform its obligations under this
     Agreement with respect to such state or jurisdiction, or (ii) with respect
     to the


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     entire Agreement in the event federal law or regulation prevents such party
     from continuing to perform its obligations under this Agreement.

     6. RELATIONSHIP BETWEEN THE PARTIES: First Union and TeamStaff agree that
     each is acting independently of the other, that they are not parties to a
     joint venture, and that neither is an agent of the other. The services of
     TeamStaff are to be rendered as an independent contractor. TeamStaff will
     conduct its own investigation of each Customer, and waives any reliance on
     First Union as to the performance of the Customers. First Union makes no
     representations or warranties, oral or written, of any kind with respect to
     the Customers, including but not limited to the financial status, business
     or authority of the Customers.

     7. USE OF NAME: Other than as contemplated in this Agreement, neither party
     shall use the other's name in advertising or marketing materials, without
     the prior written approval of the other party, unless required by law or
     state or federal securities regulations. Any use by one party of the name
     or logo of the other party in marketing materials shall be approved in
     writing by the other party prior to such use.

     8. INDEMNIFICATION: Each party agrees to indemnify, defend and hold
     harmless the other party, and any officer, director, employee or agent
     thereof (each of the foregoing being hereinafter referred to individually
     as the "Indemnified Party") against all liability (including reasonable
     attorneys' fees and costs) to third parties (other than liability solely
     the fault of the Indemnified Party) arising from the performance of such
     party or its agents of services provided in connection with or as a result
     of this Agreement or the performance or non-performance of such party's
     obligations pursuant to this Agreement. The obligation to indemnify shall
     survive the expiration or termination of this Agreement by either party for
     any reason. The indemnifying party may, at its option, conduct the defense
     in any such third party action arising as described herein and the
     Indemnified Party shall cooperate fully with such defense.

     9. COMPLIANCE WITH LAWS: Each party represents and warrants that it shall
     perform its obligations under this Agreement in accordance with the
     prevailing reasonable commercial standards applicable thereto, and in
     compliance with all applicable statutes, acts, ordinances, laws, rules,
     regulations, codes, and standards.

     10. EQUAL EMPLOYMENT: Both parties agree that they shall not discriminate
     against any employee or applicant for employment because of race, creed,
     color, age, sex, national origin, marital status, liability for service in
     the armed forces, disability due to veteran status, status as veteran of
     the Vietnam era, or the handicapped. Both parties certify that they do not
     and shall not maintain facilities for their employees in a segregated
     manner or permit their employees to perform their services at any location
     under their control where segregated facilities are maintained.

     11. CONFIDENTIAL INFORMATION: Each party agrees that information concerning
     the other party's business (including that of all corporate affiliates and
     subcontractors) is "Confidential Information" and proprietary to each party
     and shall be maintained in confidence and not disclosed, used or
     duplicated, except as described in this section. Confidential Information
     may include, without limitation, lists of, or other information relating to
     and identified with customers (including Customer information provided in
     connection with referrals), former or prospective customers or applicants,
     business volumes or usage, financial information, pricing information,
     information related to mergers or acquisitions, systems, software, software
     documentation, software source documents, manuals, formulas, security
     procedures, practices, specifications, information concerning business
     plans or business strategy, presentations, proposals, technical and
     non-technical information including patent, copyright, trade secret, and
     proprietary information, techniques, sketches, drawings, models, samples,
     data, inventions, know-how, processes, apparatus, equipment, algorithms,
     formulae, and all information related to the party's current, future, and
     proposed products and services, and the subject matter of this Agreement.
     Each party may use Confidential Information of the other only in connection
     with performance under this Agreement. Except as described in this
     Agreement, the parties shall not copy Confidential Information or disclose
     Confidential Information to persons who do not need Confidential
     Information in order to perform under this Agreement. Confidential
     Information shall be returned to the party seeking to protect such
     information upon request of the other party. Confidential Information does
     not include information that is generally known or available to the public
     or that is not treated as confidential by the party claiming such
     information to be confidential, provided, however, that this exception
     shall not apply (i) to any publicly available information to the extent
     that the disclosure or sharing of the information by one or both parties is
     subject to any limitation,


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     restriction, consent, or notification requirement under any applicable
     federal or state information privacy law or regulation then in effect, or
     (ii) Customer information provided in connection with a referral. In the
     event it is necessary for either party to disclose Confidential Information
     to a third party in order to perform either party's duties hereunder, the
     party so disclosing shall disclose only such Confidential Information as is
     necessary for such third party to perform its obligations and shall, before
     such further disclosure is made: (i) obtain the prior written consent
     (which shall not be unreasonably withheld or delayed) of the owner of such
     Confidential Information; and (ii) deliver to the owner of the Confidential
     Information a copy, certified by such party as being true and correct, of
     an agreement, acceptable to the owner of the Confidential Information,
     prohibiting the third party's redisclosure, duplication or reuse of any
     Confidential Information. If requested by either party, any employee,
     representative, agent or subcontractor of the other party shall enter into
     a non-disclosure agreement with the owner of the Confidential Information
     to protect rights of the owner of the Confidential Information. A breach of
     either party's confidentiality obligations may cause the aggrieved party to
     suffer irreparable harm in an amount not easily ascertained. The parties
     agree that such breaches, whether threatened or actual, will give the
     non-breaching party the right to terminate this Agreement immediately,
     obtain equitable relief, i.e., obtain an injunction to restrain such
     disclosure or use without the requirement of posting a bond, and pursue all
     other remedies said party may have at law or in equity. The obligations of
     this section shall survive the expiration or termination of this Agreement
     by either party for any reason.

     12. FORCE MAJEURE: In the event that either party is unable to perform any
     of its obligations under this Agreement, or to enjoy any of its benefits
     because of an event wholly beyond its control, including without limitation
     fire, natural disaster, and an action or decree of a governmental body (a
     "Force Majeure Event"), the party who has been so affected shall
     immediately give written notice to the other party and use reasonable
     efforts to resume performance. Upon receipt of such notice, performance of
     the affected obligations under this Agreement shall be temporarily
     suspended for the duration of the Force Majeure Event. If the period of
     nonperformance exceeds thirty (30) days from the receipt of such notice,
     the party whose ability to perform has not been so affected may, by giving
     written notice, terminate this Agreement. As applied to this section, and
     to determine whether an event is wholly beyond control of a party, strikes,
     slowdowns, or other labor related delays are not Force Majeure Events.

     13. LIMITATION OF LIABILITY: Neither First Union nor TeamStaff shall be
     liable to the other party for any indirect, special, consequential,
     incidental or punitive damages. THIS LIMITATION SHALL NOT DIMINISH EITHER
     PARTY'S OBLIGATION TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE OTHER PARTY
     UNDER THE TERMS OF THIS AGREEMENT.

     14. GOOD STANDING AND PERMITS: TeamStaff represents and warrants that it is
     in good standing in the state of its organization, is qualified to do
     business in each state in which it operates, except where failure to be so
     qualified would not have an adverse effect on its ability to perform its
     obligations under this Agreement, and has all licenses and permits
     necessary or required to so operate, except where failure to have such
     licenses and permits would not have an adverse effect on its ability to
     perform its obligations under this Agreement. TeamStaff shall provide
     copies or other evidence of qualifications, licenses or permits to First
     Union upon request. First Union represents and warrants that it is in good
     standing in the state of its organization, is qualified to do business in
     each state in which it operates, except where failure to be so qualified
     would not have an adverse effect on its ability to perform its obligations
     under this Agreement, and has all licenses and permits necessary or
     required to so operate, except where failure to have such licenses and
     permits would not have an adverse effect on its ability to perform its
     obligations under this Agreement. First Union will provide copies or other
     evidence thereof to TeamStaff upon request.

     15. AUTHORITY: TeamStaff and First Union each represent and warrant to the
     other that the execution, delivery, and performance of this Agreement by
     such party have been duly approved by all necessary corporate action, and
     do not conflict with, or result in a material breach of, the articles of
     organization or by-laws of such party, any material agreement by which such
     party is bound, or any law, regulation, rule, judgment, or decree of any
     governmental instrumentality or court having jurisdiction over such party.
     Each party further represents that this Agreement has been duly executed by
     such party and constitutes a valid and legally binding obligation of such
     party enforceable in accordance with its terms.



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     16.TERMINATION FOR CAUSE: The occurrence of any of the following events
     constitute an event of default (`Default") under the Agreement:

          a.   Breach of the confidentiality obligations under Section 11 of
               this Agreement;

          b.   If either party becomes or is declared insolvent or bankrupt, is
               the subject of any proceedings relating to its liquidation or
               insolvency or for the appointment of a receiver for it which is
               not dismissed within sixty (60) days, makes an assignment for the
               benefit of all or substantially all of its creditors, or enters
               into an agreement for the composition, extension, or readjustment
               of all or substantially all of its obligations;

          c.   Failure to remit payments due under this Agreement within 30 days
               of the due date; or

          d.   Breach of any other material duty or obligation hereunder which
               is not cured within thirty (30) days of receipt of written notice
               specifying the nature of the claimed default from the
               non-breaching party, or with respect to those defaults which
               cannot reasonably be cured within thirty (30) days, failure to
               present and diligently pursue to the satisfaction of the
               non-breaching party a plan and completion date for curing such
               default.

     Following the occurrence of such Default and expiration of any applicable
     cure period, the non-breaching party may terminate this Agreement.

     17. APPLICABLE LAW, VENUE, ARBITRATION: This Agreement shall be governed by
     and interpreted in accordance with the laws of North Carolina, without
     giving effect to its conflicts of laws principles. Venue in any judicial
     action or proceeding arising out of or relating to this Agreement shall be
     proper in the state or federal courts located in Mecklenburg County, North
     Carolina. Upon demand of any party hereto, whether made before or after
     institution of any judicial action or proceeding, any dispute, claim, or
     controversy arising out of or relating to this Agreement shall be resolved
     by binding arbitration administered and conducted under the Commercial
     Arbitration Rules of the American Arbitration Association and Title 9 of
     the United States Code. Any arbitration hearing shall take place at
     Charlotte, North Carolina. The arbitrators shall have no power to change
     any of the provisions of this Agreement in any respect, nor shall they have
     any power to make an award for reformation, and the jurisdiction of the
     arbitrators is hereby expressly limited accordingly. In any arbitration,
     each party shall bear its own fees and costs, including, arbitration filing
     fees, , witness fees, expert fees, arbitration panel fees, and travel fees.
     A judgment upon the arbitration award may be entered in any court having
     jurisdiction. Nothing in this section, however, shall prevent either party
     from seeking equitable relief from a court of competent jurisdiction for
     the other party's breach of its confidentiality obligations or infringement
     of intellectual property rights.

     18. SUBCONTRACTS AND ASSIGNMENT: Neither party shall assign, in whole or
     part, any of its obligations under this Agreement without the other party's
     written consent, except however, either party may assign any benefits or
     obligations under this Agreement to any "affiliate" (as defined in 11
     U.S.C. 101(2)). The assignor under such assignment shall remain liable
     under the Agreement. Neither party shall subcontract any portion of its
     performance obligations under an Agreement without the other party's prior
     written approval of the subcontractor.

     19. MISCELLANEOUS: Termination of this Agreement shall not release either
     party from its respective obligations hereunder with regard to services
     already performed, including, without limitation, obligations of payment,
     and from the confidentiality and indemnity provisions hereof. Any
     invalidity, in whole or in part, of any provision of this Agreement shall
     not affect the validity of any other of its provisions. In the event any
     provision is declared invalid by a court of competent jurisdiction, this
     Agreement shall be reformed in such as a manner as to effectuate the intent
     of the parties. No term or provision hereof shall be deemed waived and no
     breach excused unless such waiver or consent shall be in writing and signed
     by the party claimed to have waived or consented. Failure to exercise a
     right or remedy at law or granted hereunder shall not be deemed a waiver of
     such right or remedy. Failure to claim default hereunder shall not waive
     any default.



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     20. NOTICES: All notices or other communications required or contemplated
     herein shall be sufficient and deemed delivered if in writing and deposited
     with the United States Postal Service, postage prepaid via certified mail
     or an overnight courier, addressed to the parties as set forth below, or to
     such other address as may be changed from time to time by notice duly given
     in writing.

<TABLE>
<S>                                          <C>
     To: TeamStaff, Inc.                     To: First Union Corporation
         300 Atrium Drive                        301 S. Tryon Street
         Somerset, NJ 08873                      Charlotte, NC  28288-0852
         Attention: Donald Kappauf               Attention: Wade Nield, Director of
                                                 Wholesale Marketing

         Add copies to:                      With copies to:
         Goldstein & DiGioia, LLP
         369 Lexington Avenue                First Union Corporation
         New York, New York 10017            eVentures
         Attention:  Brian C. Daughney       201 S. Tryon Street, NC1012
                                             Charlotte, NC 28202
                                             Attention: Carolyn Hoopes

                                             First Union Corporation
                                             Finance Operations Strategic Sourcing
                                             1525 West W.T. Harris Blvd.
                                             Charlotte, NC  28288-0860
                                             Attention: Director of Strategic Sourcing
</TABLE>

     21. ENTIRE AGREEMENT: This Agreement, including all documents referred to
     herein and attached hereto, constitutes the entire agreement of the parties
     on the subject matter hereof and supersedes all prior representations,
     understandings and agreements between the parties with respect to such
     subject matter. The documents referred to herein and attached hereto shall
     be read together with this Agreement to determine the parties' intent. If
     there is a conflict between or among such documents, this Agreement shall
     be the final expression of the parties' intent.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
     the Effective Date.

     FIRST UNION CORPORATION                  TEAMSTAFF, INC.


     By: ____________________________         By: ______________________________
     Name: __________________________         Name: ____________________________
     Title: _________________________         Title: ___________________________
     Date: __________________________         Date: ____________________________






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                                    EXHIBIT A

         ATTACHED TO AND MADE A PART OF THE MARKETING AGREEMENT BETWEEN
                   FIRST UNION CORPORATION AND TEAMSTAFF, INC.
                                DATED ____, 2001

FUNB and TeamStaff will mutually determine the initial markets to roll out the
Services of TeamStaff to its Business Banking Customers. FUNB will provide
access by TeamStaff to its Business Bankers serving the states and the District
of Columbia comprising the FUNB franchise ("Targeted Geographic Markets") which
may be expanded by the parties' mutual agreement. TeamStaff and FUNB will agree
periodically, in writing, to prioritize and schedule the rollout of TeamStaff
service offerings to each of these markets during the term of the Agreement.


    FUNB Responsibilities:

     A.   FUNB will promote the TeamStaff Services to its Business Banking
          Customers through its Business Bankers by, among other things:

               -    facilitating attendance by Business Bankers at TeamStaff
                    marketing meetings in the Targeted Geographic Markets; and

               -    designating an individual for each Targeted Geographic
                    Market to coordinate promotional efforts with TeamStaff.

     B.   FUNB shall also provide the marketing services described in the
          attached Exhibit C. First Union's obligation to provide these services
          will supercede and replace any other obligations of First Union to
          provide marketing services for the benefit of Brightlane.com, Inc.


    TeamStaff Responsibilities:

     A.   TeamStaff will diligently attempt to provide Services to Customers
          referred to TeamStaff by FUNB. TeamStaff will contact Customers
          referred by FUNB within five business days of receipt of a referral.

     B.   TeamStaff will provide a Model Profile for Customers best able to use
          the Services which is attached as Exhibit B, and which may be modified
          by TeamStaff from time to time as mutually agreed by First Union and
          TeamStaff ("Model Profile").

     C.   TeamStaff will track and provide monthly reporting on all sales
          generated from referrals from FUNB. Reporting will be generated
          monthly and will provide detailed customer information which shall
          include sale date, number of sales units (FTEs), customer name, and
          unique transaction identifier, and will indicate the name of Business
          Banker who made the referral and the Business Banker's employee
          identification number.

     D.   TeamStaff will reimburse First Union for reasonable out of pocket
          costs and expenses First Union incurs associated with marketing the
          Services; provided TeamStaff has consented in writing to the cost or
          expense before it is incurred. First Union's obligation to incur out
          of pocket costs and expenses in performance of this Agreement, and
          TeamStaff's obligation to reimburse such expenses and costs shall not
          exceed $50,000.00 during any rolling twelve-month period.

     E.   TeamStaff will make available to First Union any customer satisfaction
          data or other information created by or on behalf of TeamStaff with
          respect to Customers.



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                                    EXHIBIT B

         ATTACHED TO AND MADE A PART OF THE MARKETING AGREEMENT BETWEEN
                  FIRST UNION CORPORATION AND TEAMSTAFF, INC.
                                DATED ____, 2001

For a Customer to be considered to fit the "Model Profile," it should meet the
following criteria:

     -    Current customer or prospective customer of FUNB.

     -    At least 10 employees not greater than 250 employees.

     -    Business should be in one of the SIC classifications targeted by
          TeamStaff. TeamStaff will provide First Union with a list of the
          standard industry classifications, which meet its underwriting
          guidelines.

     -    Located within one hour of one of the Targeted Geographic Markets by
          First Union and TeamStaff to participate in the rollout.

     -    Where TeamStaff is provided basic profile information by FUNB which
          shall consist of (i) company name, (ii) address, (iii) key contact,
          (iv) telephone number, (v) number of employees, and (vi) industry SIC.

     -    Where a decision-maker in the business agrees to at least a
          preliminary visit by a TeamStaff representative.





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                                    EXHIBIT C

         ATTACHED TO AND MADE A PART OF THE MARKETING AGREEMENT BETWEEN
                   FIRST UNION CORPORATION AND TEAMSTAFF, INC.
                                DATED ____, 2001

Until such time as TeamStaff has adequate sales coverage and operational
infrastructure throughout all FUNB markets, FUNB's marketing services (other
than those contained in Exhibit A) will be limited to:

-    Business Banker pitchbook will be updated to include information about
     TeamStaff Services.

-    Business Banking profiles will be modified to reflect the information
     necessary to determine Business Banking Customer appropriateness for
     TeamStaff Services.

-    Create a product fact sheet that can be used in prospective Business
     Banking Customer calling efforts.


At such time as First Union determines, in its reasonable discretion, that
TeamStaff has adequate sales force coverage and operational infrastructure to
adequately service FUNB customers, regardless of their geographic location in
the United States, FUNB will provide the following marketing services for the
benefit of TeamStaff for the remaining term of this Agreement (in addition to
those provided in Exhibit A and above):

-    TeamStaff will be made the VIP partner for Services. TeamStaff will be
     included in the VIP brochure sent to Business Banking Customers and will be
     featured at the FUNB VIP partner section of its website.

-    A description of TeamStaff's Services will be included in statement
     stuffers to FUNB's Business Banking Customers.

-    Include TeamStaff in VIP mailing campaign to small and mid-size business
     customers







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