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TEAMSTAFF,
INC.
2000 DIRECTOR PLAN OPTION
NON-QUALIFIED STOCK OPTION
AGREEMENT

Name:
 Date of Grant:
9/1/06
Option No.:
 Number of Options:
 Exercise Price Per
Share: $1.29

	
				
	


We are pleased to
notify you that in accordance with the terms of the 2000 Non-Executive
Director Stock Option Plan (the ‘‘Plan’’)
of TEAMSTAFF, INC. (the ‘‘Company’’) a
stock option to purchase 5,000 shares of the Common Stock $.001 par
value per share of the Company has been granted to you under the Plan.
This option may be exercised only upon the terms and conditions set
forth below. The following is a brief summary of the Plan and this
Option is subject to all of the terms and conditions of the
Plan.

1.    Purpose of Option


The purpose of the
Plan under which this stock option has been granted is to enable the
Company to attract and retain the services of qualified independent
persons to serve on the Company’s Board of Directors by providing
an opportunity to acquire a proprietary interest in the
Company.

2.    Acceptance of Option
Agreement


Your acceptance of this stock option agreement
will indicate your acceptance of and your agreement to be bound by its
terms and the terms of the Plan. It imposes no obligation upon you to
purchase any of the shares subject to the option. Your obligation to
purchase shares can arise only upon your exercise of the option in the
manner set forth in paragraph 4 hereof. This stock option agreement
shall be subject in all respects to the terms and conditions of the
Plan and in the event of any question or controversy relating to the
terms of the Plan, the decision of the Board of Directors shall be
final.

3.    When Option May Be Exercised;
Vesting


Except as otherwise provided herein, this option
shall be exercisable at any time after the first anniversary of the
Date of Grant and prior to the Expiration Date, as hereafter
defined and except as provided in Sections 7 and 8 hereof. This option
may not be exercised for less than ten shares at any one time (or the
remaining shares then purchasable if less than ten) and expires at 5:00
pm (eastern standard time) on September  1,  2011 (the
‘‘Expiration Date’’) whether or not it has
been duly exercised, unless sooner terminated as provided in paragraphs
7, 9 or 13 hereof. This option does not vest, and therefore may not be
exercised (except as otherwise provided in Sections 7, 8 and 9 hereof)
until one year from the date of issuance.

4.    Exercise
Procedure


This option is exercisable by a written notice
signed by you and delivered to the Company at its executive offices,
signifying your election to exercise the option. The notice must state
the number of shares of Common Stock you are exercising under this
option and must contain a statement by you (in the form annexed to this
option) that such shares are being acquired by you for investment and
not with a view to their distribution or resale (unless a Registration
Statement covering the shares purchasable has been declared effective
by the Securities and Exchange Commission)..

Payment shall be
either (i) in cash, or by certified or bank cashier’s check
payable to the order of the Company, free from all collection charges;
(ii) by delivery of shares of Common Stock of the Company already owned
by the optionee for at least six months prior to the date of exercise,
which Common Stock shall be valued at fair market value on the date of
exercise; or (iii) by a combination of the methods of payment specified
in (i) and (ii) above.








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For purposes of this Section 4, the fair
market value per share of Stock shall be: (i) if the Common Stock is
traded on a national securities exchange or on the NASDAQ National
Market System (‘‘NMS’’), the per share
closing price of the Common Stock on the principal securities exchange
on which they are listed or on NMS, as the case may be, on the date of
exercise (or if there is no closing price for such date of exercise,
then the last preceding business day on which there was a closing
price); or (ii) if the Common Stock is traded in the over-the-counter
market and quotations are published on the NASDAQ quotation system (but
not on NMS), the closing bid price of the Common Stock on the date of
exercise as reported by NASDAQ (or if there are no closing bid prices
for such date of exercise, then the last preceding business day on
which there was a closing bid price); or (iii) if the Common Stock is
traded in the over-the-counter market but bid quotations are not
published on NASDAQ, the closing bid price per share for the Common
Stock as furnished by a broker-dealer which regularly furnishes price
quotations for the Common Stock.

If notice of the exercise of
this option is given by a person or persons other than you, the Company
may require, as a condition to the exercise of this option, the
submission to the Company of appropriate proof of the right of such
person or persons to exercise this option.

5.    Issuance
of Shares


Certificate for shares of the Common Stock so
purchased will be issued as soon as practicable. The Company, however,
shall not be required to issue or deliver a certificate for any shares
until it has complied with all requirements of the Securities Act of
1933, the Securities Exchange Act of 1934, any stock exchange on which
the Company’s Common Stock may then be listed and all applicable
state laws in connection with the issuance or sale of such shares or
the listing of such shares on said exchange.

6.    No
Rights as Shareholder.


Until the date that the conditions to
exercise are, in the Company’s sole determination, satisfied, you
(or such other person as may be entitled to exercise this option) shall
have none of the rights of a shareholder with respect to Common Stock
upon exercise of this option.

7.    Termination of
Directorship and Options


Nothing in this option agreement
shall entitle you to continue to serve as a director. If your service
as a member of the Board of Directors of the Company is terminated for
any reason other than by death or retirement, this option shall lapse
and expire the earlier of seven months from the date such termination
or the Expiration Date; provided, however, in the event that the
directorship is terminated prior to the date that the option may be
first exercised as set forth in Section 3 hereof, the option shall be
exercisable commencing on the date of termination until a date which is
seven months after termination.

8.    Acceleration of
Options


Notwithstanding any contrary installment period with
respect to this option and unless the Board of Directors determine
other wise, this outstanding option shall become exercisable in full
for the aggregate number of shares covered thereby in the event: (i)
the Board of Directors (or, if approval of the stockholders is required
as a matter of law, the stockholders of the Company) shall approve
(a)  any consolidation or merger of the Company in which the
Company is not the continuing or surviving corporation or pursuant to
which shares of Common Stock would be converted into cash, securities
or other property, other than a merger of the Company in which the
holders of Common Stock immediately prior to the merger have the same
proportionate ownership of common stock of the surviving corporation
immediately after the merger, or (b) any sale, lease, exchange, or
other transfer (in one transaction or a series of related transactions)
of all, or substantially all, of the assets of the Company, or (c) the
adoption of any plan or proposal for the liquidation or dissolution of
the Company; or (ii) any person (as such term is defined in Sections
13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the ‘‘Exchange Act’’)),
corporation or other entity (other than the Company or any employee
benefit plan sponsored by the Company or any Subsidiary) (a) shall
purchase any Common Stock (or securities convertible into the
Company’s Common Stock) 








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for cash, securities or any other
consideration pursuant to a tender offer or exchange offer, without the
prior consent of the Board of Directors, or (b) shall become the
‘‘beneficial owner’’ (as such term is
defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Company representing twenty-five percent
(25%) or more of the combined voting power of the then
outstanding securities of the Company ordinarily (and apart from rights
accruing under special circumstances) having the right to vote in the
election of Directors (calculated as provided in paragraph (d) of such
Rule 13(d)(3) in the case of rights to acquire the Company’s
Securities); or (iii) during any period of two consecutive years or
less, individuals who at the beginning of such period constitute the
entire Board of Directors shall cease for any reason to constitute a
majority thereof unless the election, or the nomination for election by
the Company’s stockholders, of each new director was approved by
a vote of at least a majority of the directors then still in office.
Notwithstanding the foregoing, if the acceleration of this option,
either alone or together with other payments which the holder has the
right to receive from the Company, would constitute an
‘‘excess parachute payment’’ as defined in
Section 280G of the Code , such acceleration shall be reduced to the
largest amount as will result in no portion of the acceleration under
this Section 8 being subject to the excise tax imposed by Section 4999
of the Code.

9.    Death


If you die while
serving as a member of the Board of Directors of the Company, any
option which was exercisable by you at the date of your death may be
exercised by your legatee or legatees under your Will, or by your
personal representatives or distributees, within one year from the date
of your death, but in no event after the Expiration
Date.

10.    Non-Transferability of
Option


This option shall not be transferable except by will
or the laws of descent and distribution, and may be exercised during
your lifetime only by you. Notwithstanding the foregoing, any proposed
transfer shall be subject to the Internal Revenue Code, the rules and
regulations promulgated thereunder and the federal securities laws and
regulations.

11.    Adjustments Upon Changes in
Capitalization


If at any time after the date of grant of
this option, the Company shall, by stock dividend, split-up,
combination, reclassification or exchange, or through merger or
consolidation, or otherwise, change its shares of Common Stock into a
different number or kind or class of shares or other securities or
property, then the number of shares covered by this option and the
price of each such share shall be proportionately adjusted for any such
change by the Board of Directors whose determination shall be
conclusive. Any fraction of a share resulting from any adjustment shall
be eliminated through the payment of cash based upon the fair market
value (determined in accordance with the definition in Section 4) of
the Common Stock.

13.    Withholding.

The
Company shall have the power and the right to deduct or withhold, or
require an Optionee to remit to the Company as a condition precedent
for the fulfillment of any Option Exercise, an amount sufficient to
satisfy Federal, state, and local taxes, domestic or foreign, required
by law or regulation to be withheld with respect to any taxable event
arising as a result of the exercise of Options. Whenever Shares are to
be issued or cash paid to a Optionee upon exercise of an Option, the
Company shall have the right to require the Optionee to remit to the
Company, as a condition of exercise of the Option, an amount sufficient
to satisfy federal, state and local withholding tax requirements at the
time of exercise.








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14.    Tax
Treatment.

This option is not intended to qualify for
‘‘incentive stock option’’ treatment under
the provisions of Section 422A of the Internal Revenue Code of 1986, as
amended. You are urged to consult with your individual tax advisor
prior to exercising this option. As a condition to the exercise of this
option, you agree to notify TeamStaff promptly upon the sale or other
disposition of the shares of Common Stock you received upon exercise of
this option.


		Sincerely
yours,





		TEAMSTAFF,
INC.





		By:                                                            





		T.
Kent Smith
President and Chief Executive
Officer




Corporate
Seal


                                                                


Rick
J. Filippelli
Vice President, Finance and Chief Financial
Officer








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OPTION EXERCISE FORM

TO:     TeamStaff, Inc.
            300
Atrium Drive
            Somerset, NJ
08873
            Attn: Chief Financial
Officer

Gentlemen:

The undersigned holder
hereby irrevocably elects to exercise the right to purchase
                     shares of Common Stock covered
by this Option Agreement according to the conditions hereof and
herewith makes full payment of the Exercise Price of such shares as
follows (PLEASE CHOOSE FORM OF
PAYMENT).

        .    Cash Purchase.    The
undersigned hereby elects to pay the exercise price in cash, and
encloses a CERTIFIED CHECK OR BANK CASHIER’S CHECK (or has wired
payment) in the amount of
$                            .

        .    Cashless Exercise.    The
undersigned hereby delivers                     
shares of Common Stock of TeamStaff, Inc. in accordance with Section 4
of the Option Agreement. The undersigned represents that he/she has
owned the shares being delivered for at least six months prior to the
date of exercise.

        .    Combination of Cash
and Cashless.    The undersigned hereby elects to pay the
exercise price in cash and stock, and encloses a CERTIFIED CHECK BANK
CASHIER’S CHECK (or has wired payment) in the amount of
$                             and hereby
delivers                      shares of Common
Stock of TeamStaff, Inc. in accordance with Section 4 of the Option
Agreement. The undersigned represents that he/she has owned the shares
being delivered for at least six months prior to the date of
exercise.

The undersigned understands and agrees that the Company
shall have the power and the right to deduct or withhold, or require a
Optionee to remit to the Company as a condition precedent for the
fulfillment of any Option exercise, an amount sufficient to satisfy
Federal, state, and local taxes, domestic or foreign, required by law
or regulation to be withheld with respect to any taxable event arising
as a result of this Option. Whenever Shares are to be issued or cash
paid to a Optionee upon exercise of an Option, the Company shall have
the right to require the Optionee to remit to the Company, as a
condition of exercise of the Option, an amount sufficient to satisfy
federal, state and local withholding tax requirements at the time of
exercise.

Further, the undersigned hereby covenants and agrees to
promptly notify the Company of the sale of any Shares during the one
year period commencing on the date hereof.

The Shares are being
acquired by the undersigned for investment purposes, and not with a
view to their distribution or resale unless otherwise permitted under
law.

Kindly deliver to the undersigned a certificate representing
the Shares as follows.

INSTRUCTIONS FOR DELIVERY

Name:
                                                                                                                        


(please type or print in block letters)

		
	Address: 	                                                                            


                                                                            


                                                                            


Social
Security No.:
                                                              


Dated:
                                                



		Signature
                                                                





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