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CHANGE
IN CONTROL AGREEMENT

This Agreement is entered into this
         day of October  2006 by and between TeamStaff,
Inc., a New Jersey corporation (the
‘‘Company’’) and James D. Houston (the
‘‘Employee’’).

WHEREAS, the
Company’s Board of Directors has determined that it is
appropriate to reinforce and encourage the continued attention and
dedication of members of the Company’s management, including the
Employee to his assigned duties without distraction in potentially
disturbing circumstances arising from the possibility of a change in
control of the Company in connection with any transaction therefore (a
‘‘Transaction’’); and.

WHEREAS, the
Company and Employee presently are parties to that certain Severance
Agreement dated October  11,  2005 (the
‘‘Severance Agreement’’).

NOW,
THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, the parties agree as follows:

1.    Change
in Control.    For purposes of this Agreement, a ‘‘Change
in Control’’ means any of the following
events:

a.    (i)    An acquisition (other than directly from
the Company) after the date hereof of any voting securities of the
Company (the ‘‘Voting Securities’’) by any
‘‘Person’’ (as the term person is used for
purposes of Section 13(d) or 14(d) of the Securities Exchange Act of
1934, as amended (the ‘‘1934  Act’’))
immediately after which such Person has ‘‘Beneficial
Ownership’’ (within the meaning of Rule 13d-3 promulgated
under the 1934 Act) of thirty percent (30%) or more of the
combined voting power of the Company’s then outstanding Voting
Securities; provided, however, that in determining whether a Change in
Control has occurred, Voting Securities which are acquired in a
‘‘Non-Control Acquisition’’ (as defined below)
shall not constitute an acquisition which would cause a Change in
Control. A ‘‘Non-Control Acquisition’’ shall
mean an acquisition by (1) an employee benefit plan (or a trust forming
a part thereof) maintained by (x) the Company or (y) any corporation or
other Person of which a majority of its voting power or its equity
securities or equity interest is owned directly or indirectly by the
Company (a ‘‘Subsidiary’’), or (2) the Company
or any Subsidiary.

(ii)    Notwithstanding the foregoing, a
Change in Control shall not be deemed to occur solely because a Person
(the ‘‘Subject Person’’) gained Beneficial
Ownership of more than the permitted amount of the outstanding Voting
Securities as a result of the acquisition of Voting Securities by the
Company which, by reducing the number of Voting Securities outstanding,
increases the proportional number of shares Beneficially Owned by the
Subject Person, provided that if a Change in Control would occur (but
for the operation of this sentence) as a result of the acquisition of
Voting Securities by the Company, and after such share acquisition by
the Company, the Subject Person becomes the Beneficial    Owner of
any additional Voting Securities which increases the percentage of the
then outstanding Voting Securities Beneficially Owned by the Subject
Person, then a Change in Control shall occur.

b.    The
individuals who, as of the date this Agreement is approved by the
Board, are members of the Board (the ‘‘Incumbent
Board’’), cease for any reason to constitute at least
two-thirds of the Board; provided, however, that if the election, or
nomination for election by the Company’s stockholders, of any new
director was approved by a vote of at least two-thirds of the Incumbent
Board, such new director shall, for purposes of this Agreement, be
considered and defined as a member of the Incumbent Board; and
provided, further, that no individual shall be considered a member of
the Incumbent Board if such individual initially assumed office as a
result of either an actual or threatened ‘‘Election
Contest’’ (as described in Rule 14a-11 promulgated under
the 1934  Act) or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board (a
‘‘Proxy Contest’’), including by reason of any
agreement intended to avoid or settle any Election Contest or Proxy
Contest; or

c.    Approval by stockholders of the Company
of:

(i)    A merger, consolidation or
reorganization involving the Company, unless: (1) the stockholders of
the Company, immediately before such merger, consolidation or
reorganization, 








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own, directly or indirectly immediately
following such merger, consolidation or reorganization, at least
50.1percent of the combined voting power of the outstanding voting
securities of the corporation resulting from such merger or
consolidation or reorganization (the ‘‘Surviving
Corporation’’) in substantially the same proportion as
their ownership of the Voting Securities immediately before such
merger, consolidation or reorganization, (2) the individuals who were
members of the Incumbent Board immediately prior to the execution of
the agreement providing for such merger, consolidation or
reorganization constitute at least two-thirds of the members of the
board of directors of the Surviving Corporation, and (3) no Person
(other than the Company, any Subsidiary, any employee benefit plan (or
any trust forming a part thereof) maintained by the Company, the
Surviving Corporation or any Subsidiary) becomes Beneficial Owner of 30
percent or more of the combined voting power of the Surviving
Corporation’s then outstanding voting securities as a result of
such merger, consolidation or reorganization, a transaction described
in clauses (1) through (3) shall herein be referred to as a
‘‘Non-Control Transaction’’;
or

(ii)    An agreement for the sale or other
disposition of all or substantially all of the assets of the Company,
to any Person, other than a transfer to a Subsidiary, in one
transaction or a series of related transactions;
or

(iii)    The stockholders of the Company
approve any plan or proposal for the liquidation or dissolution of the
Company.

d.    Notwithstanding anything contained in this
Agreement to the contrary, if the Employee’s employment is
terminated prior to a Change in Control and such termination either (i)
was at the request of any third party who has indicated an intention or
taken steps reasonably calculated to effect a Change in Control (a
‘‘Third Party’’); (ii) was without Cause (as
defined in the Severance Agreement); or (iii) otherwise occurred in
connection with, or in anticipation of, a Change in Control, then for
all purposes of this Agreement, the date of a Change in Control with
respect to the Employee shall mean the date immediately prior to the
date of such termination of the Employee’s
employment.

2.    In the event of a Change of Control, the
Company shall pay and/or provide to the Employee, the following
compensation and benefits on the date such Change in Control is
effective:

a.    In addition to the Severance
Payment (as defined in the Severance Agreement), the Company shall pay
the Employee an amount equal to 100% of Employee’s then
current annual Base Salary ($180,000.00 as of the date of this
Agreement). Employee shall be entitled to such payment whether or not
his employment with the Company or a successor in interest to the
Company continues after the Change of Control, and whether or not
Employee declines an offer of continued employment with the Company or
a successor in interest.

b.    The conditions
to the vesting of any outstanding incentive awards (including
restricted stock, stock options and granted performance shares or
units) granted to the Employee under any of the Company’s plans,
or under any other incentive plan or arrangement, shall be deemed void
and all such incentive awards shall be immediately and fully vested and
exercisable.

3.    Notwithstanding the foregoing, if the
payment under this Article XII, either alone or together with other
payments which the Employee has the right to receive from the Company,
would constitute an ‘‘excess parachute
payment’’ as defined in Section 280G of the Internal
Revenue Code of 1986, as amended (the
‘‘Code’’), the aggregate of such credits or
payments under this Agreement and other agreements shall be reduced to
the largest amount as will result in no portion of such aggregate
payments being subject to the excise tax imposed by Section 4999 of the
Code. The priority of the reduction of excess parachute payments shall
be in the discretion of the Employee. The Company shall give notice to
the Employee as soon as practicable after its determination that Change
of Control payments and benefits are subject to the excise tax, but no
later than ten (10) days in advance of the due date of such Change of
Control payments and benefits, specifying the proposed date of payment
and the Change of Control benefits and payments subject to the excise
tax. Employee shall exercise his option under this paragraph 3 by
written notice to the Company within five (5) days in advance of the
due date of the Change of Control payments and benefits specifying the
priority of reduction of the excess parachute
payments.








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4.    Efforts
Required:    Employee will use reasonable business efforts to
assist the Company in bringing about the closing of a Transaction, and
Employee will follow all the directions of the Company in that
respect.

5.    Confidentiality of this
Agreement:    Employee agrees not to reveal the terms of this
agreement or the fact that such agreement exists, except: (i) to
Employee’s immediate family, tax advisors and attorneys; (ii) as
required by applicable law, regulation, or legal process; and (iii) for
the purpose of enforcing this agreement, should that ever be
necessary.

6.    Non-Waiver:    Employee The parties
agree the failure of either of them to seek redress for violation or
insist upon strict performance of any provision of this Agreement shall
not constitute a waiver thereof and shall not prevent the Company or
the Employee from seeking redress for any subsequent
violation.

7.    Entire Agreement; Governing Law;
Attorneys’ Fees:    When signed by Employee, on
Employee’s own behalf and on behalf of Employee’s heirs,
executors, successors, agents, assigns and representatives, and the
Company on its own behalf and on behalf its parent, subsidiary and
affiliated corporations and their respective successors, assigns,
representatives, agents, shareholders, officers, directors and
employees, this Agreement constitutes the full and entire agreement
between the parties, other than as set forth in the Severance
Agreement, which shall remain in full force and effect. The laws of the
State of New Jersey, other than that state’s conflicts of law
rules, which are deemed to be inapplicable herein, will apply to any
dispute concerning this Agreement. Employee and Company agree to submit
any disputes concerning the interpretations or enforceability of this
Agreement to the courts of the State of New Jersey serving Somerset
County, and Employee consents to the personal jurisdiction of those
courts. The court shall award the prevailing party in any such
litigation their reasonable attorneys’ fees and costs of
suit.

8.    Severability:    Employee and Company
agree that in the event that any of the provisions of this Agreement
are determined by a court of competent jurisdiction to be contrary to
any applicable statute, law, rule, or policy or for any reason
unenforceable as written, then such court may modify any of such
provisions so as to permit enforcement thereof to the maximum extent
permissible as thus modified. Further, the parties agree that any
finding by a court of competent jurisdiction that any provision of this
Agreement is contrary to any applicable statute, law, rule or policy or
for any reason unenforceable as written shall have no effect upon any
other provision and all other provisions shall remain in full force and
effect.

9.    Counterparts; Execution.    This
Agreement may be executed in counterparts and by facsimile by the
parties, which together shall constitute one
agreement.





				
	TEAMSTAFF,
INC.			AGREED AND
ACCEPTED:
	 			 
	By:    Steve
Johnson
Its:    Chairman of the Board			James D.
Houston
	













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ADDENDUM TO CHANGE IN CONTROL
AGREEMENT

This Addendum to Change in Control Agreement is
entered into as of the 31st day of October  2006 by
and between TeamStaff, Inc., a New Jersey corporation (the
‘‘Company’’) and James D. Houston (the
‘‘Employee’’).

WHEREAS, the Company
and Employee presently are parties to that certain Change in Control
Agreement dated October  31,  2006 (the
‘‘Agreement’’).

NOW, THEREFORE, for
good and valuable consideration, receipt of which is hereby
acknowledged, the parties agree as
follows:

1.    Term.    The term of the Agreement will
commence on October  31,  2006, and remain in effect
concurrently with that certain Severance Agreement dated October
11,  2005 between the Company and the Employee, and subject to
the term and termination provisions set forth in Article VI of the
Severance Agreement.





				
	TEAMSTAFF,
INC.			AGREED AND
ACCEPTED:
	 			 
	By:    T.
Stephen Johnson
Its:    Chairman of the Board			James D.
Houston
	













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SEVERANCE AGREEMENT

AGREEMENT made
as of the 11th day of October, 2005 by and between James D.
Houston, residing at 158 West 81st Street, New York, NY
10024 (hereinafter referred to as the
‘‘Employee’’) and TEAMSTAFF, INC., a New Jersey
corporation with principal offices located at 300 Atrium Drive,
Somerset, New Jersey (the ‘‘Company.’’)

ARTICLE I

DEFINITIONS

1.1    Accrued
Compensation.    Accrued Compensation shall mean an amount which
shall include all amounts earned or accrued through the
‘‘Termination Date’’ (as defined below) but not
paid as of the Termination Date, including (i) Base Salary, (ii)
reimbursement for business expenses incurred by the Employee on behalf
of the Company, pursuant to the Company’s expense reimbursement
policy in effect at such time, (iii) vacation pay, and (iv) unpaid
bonuses and incentive compensation earned and awarded prior to the
Termination Date.

1.2    Base Salary.    Base Salary
shall mean the highest annualized rate of Employee’s base
compensation in effect at any time during the ninety (90) day period
prior to the Date of Termination of Employment, and shall include all
amounts of Employee’s base compensation that are reported as
income, provided however, that Base Salary shall not include any bonus
or any other payment contingent on
performance.

1.3    Bonus Amount.    Bonus Amount
shall mean the greater of the most recent annual bonus paid or payable
to the Employee, or, if greater, the annual bonus paid or payable for
the full fiscal year ended prior to the fiscal year during which a
Termination Date or a Change in Control
occurred.

1.4    Cause.    Cause shall mean: (i)
willful disobedience by the Employee of a material and lawful
instruction of the Board of Directors or the Chief Executive Officer of
the Company; (ii) formal charge, indictment or conviction of the
Employee of any misdemeanor involving fraud or embezzlement or similar
crime, or any felony; (iii) breach by the Employee of any material
provision of this Agreement; (iv) conduct amounting to fraud,
dishonesty, gross negligence, willful misconduct or recurring
insubordination; or (v) excessive absences from work, other than for
illness or Disability; provided that the Company shall not have the
right to terminate the employment of Employee pursuant to the foregoing
clauses (i), (iii), (iv), and (v) above unless written notice
specifying such breach shall have been given to the Employee and, in
the case of breach which is capable of being cured, the Employee shall
have failed to cure such breach within thirty (30) days after his
receipt of such notice.

1.5    Continuation
Benefits.    Continuation Benefits shall be the continuation of
the Employee’s Standard Benefits provided by the Company for a
period of six (6) months from the Termination Date, or such other
period as specifically stated by this agreement (the
‘‘Continuation Period’’) at the Company’s
expense on behalf of the Employee and his dependents; provided,
however, that (i) in no event shall the Continuation Period exceed 6
months from the Termination Date; and (ii) the level and availability
of benefits provided during the Continuation Period shall at all times
be subject to the post-employment conversion or portability provisions
of the benefit plans. The Company’s obligation hereunder with
respect to the foregoing benefits shall also be limited to the extent
that if the Employee obtains any such benefits pursuant to a subsequent
employer’s benefit plans, the Company may reduce the coverage of
any benefits it is required to provide the Employee hereunder as long
as the aggregate coverages and benefits of the combined benefit plans
is no less favorable to the Employee than the coverages and benefits
required to be provided hereunder. This definition of Continuation
Benefits shall not be interpreted so as to limit any benefits to which
the Employee, his dependents or beneficiaries may be entitled under any
of the Company’s employee benefit plans, programs or practices
following the Employee’s termination of employment, including,
without limitation, retiree medical and life insurance benefits.

1.6    Disability.    Disability shall mean a physical
or mental infirmity which impairs the Employee’s ability to
substantially perform his duties with the Company for a period of (30)









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consecutive days, and Employee has not
returned to his full time employment prior to the Employment
Termination Date as stated in the ‘‘Notice of Termination
of Employment’’ (as defined below).

1.7    Employment Termination Date.    Employment
Termination Date shall mean (i) in the case of the Employee’s
death, his date of death; (ii) in all other cases, the date specified
in the Notice of Termination of Employment; provided, however, if the
Employee’s employment is terminated by the Company due to
Disability, the date specified in the Notice of Termination of
Employment shall be at least 30 days from the date the Notice of
Termination of Employment is given to the Employee, and provided
further that in the case of Disability, the Employee shall not have
returned to the full-time performance of his duties during such period
of at least 30 days.

1.8    Notice of Termination of
Employment.    Notice of Termination of Employment shall mean a
written notice from the Company, or the Employee, of termination of the
Employee’s employment which indicates the specific termination
provision in this Agreement relied upon, if any. A Notice of
Termination of Employment served by the Company shall specify the
effective Employment Termination Date.

1.9    Pro Rata
Bonus.    Pro Rata Bonus shall mean an amount equal to the
greater of (i) the Bonus Amount or (ii) an amount equal to the bonus
objective or target established by the Board for the Employee for the
fiscal year in which the termination occurs, in each case, multiplied
by a fraction the numerator of which is the number of days in the
fiscal year through the Termination Date and the denominator of which
is 365.

1.10    Severance Payment.    Severance
Payment shall mean (i) the Accrued Compensation; (ii) the Continuation
Benefits; (iii) a cash payment equal to six (6) months Base Salary,
payable in accordance with the Company’s regular payroll
periods, commencing on the first day of the first payroll period
following the Employment Termination Date; and (iv) a Pro Rata
Bonus.

1.11    Termination Agreement.    Termination
Agreement shall mean the Company’s form of Termination Agreement
to be signed by Employee at the time of termination of employment, in
form reasonably requested by the Company. The Termination Agreement
shall contain, among other terms, a general release and a
non-disparagement clause and shall be delivered to Employee for
Employee’ consideration in accordance with applicable
law.

ARTICLE
II

EMPLOYMENT

2.1    Employee’s employment is
at-will and nothing in this Agreement is intended, or shall be
construed, to limit the right of the Company to terminate
Employee’s employment at any time in its sole
discretion.

ARTICLE
III

NON-DISCLOSURE

3.1    The Employee shall not, at
any time during or after the termination of his employment hereunder,
except when acting on behalf of and with the authorization of the
Company, make use of or disclose to any person, corporation, or other
entity, for any purpose whatsoever, any trade secret or other
confidential information concerning the Company’s business,
finances, marketing, computerized payroll, accounting and information
business, personnel and/or employee leasing business of the Company and
its subsidiaries, including information relating to any customer of the
Company or pool of temporary employees, or any other nonpublic business
information of the Company and/or its subsidiaries learned as a
consequence of Employee’s employment with the Company
(collectively referred to as the ‘‘Proprietary
Information’’). For the purposes of this Agreement, trade
secrets and confidential information shall mean information disclosed
to the Employee or known by him as a 








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consequence of his employment by the Company,
whether or not pursuant to this Agreement, and not generally known in
the industry. The Employee acknowledges that trade secrets and other
items of confidential information, as they may exist from time to time,
are valuable and unique assets of the Company, and that disclosure of
any such information would cause substantial injury to the
Company.

3.2    If Employee is requested or required (by oral
questions, interrogatories, requests for information or document
subpoenas, civil investigative demands, or similar process) to disclose
any Proprietary Information, Employee shall, unless prohibited by law,
promptly notify the Company of such request(s) so that the Company may
seek an appropriate protective order.

3.3    Employee further
agrees to keep the terms and of this Agreement, and the existing of a
severance arrangement with the Company confidential, and will not
disclose any information concerning this Agreement except to
Employee’s attorneys, accountants or immediate family members
provided they are made aware of and agree to the confidentiality
provisions.

ARTICLE IV

RESTRICTIVE
COVENANT

4.1    In the event of the termination of
employment with the Company for any reason, Employee agrees that he
will not, for a period of six (6) months following such termination,
directly or indirectly, enter into or become associated with or engage
in any other business (whether as a partner, officer, director,
shareholder, employee, consultant, or otherwise), which is involved in
the business of providing (i) temporary and/or permanent staffing of
healthcare personnel, and/or (ii) payroll processing, or is otherwise
engaged in the same or similar business as the Company in direct
competition with the Company, or which the Company was in the process
of developing, during the tenure of Employee’s employment by the
Company. Notwithstanding the foregoing, the ownership by Employee of
less than 5 percent of the shares of any publicly held corporation
shall not violate the provisions of this Article
IV.

4.2    In furtherance of the foregoing, Employee shall
not during the aforesaid period of non-competition, directly or
indirectly, in connection with any computerized payroll, or temporary
and/or permanent staffing of healthcare personnel business, or any
business similar to the business in which the Company was engaged, or
in the process of developing during Employee’s tenure with the
Company, solicit any customer or employee of the Company who was a
customer or employee of the Company during the term of his
employment.

4.3    If any court shall hold that the duration
of non-competition or any other restriction contained in this Article
IV is unenforceable, it is our intention that same shall not thereby be
terminated but shall be deemed amended to delete therefrom such
provision or portion adjudicated to be invalid or unenforceable or, in
the alternative, such judicially substituted term may be substituted
therefor.

ARTICLE V

SEVERANCE PAYMENT; TERMINATION OF
OPTIONS

5.1    In the event (1) the Company terminates
Employee’s employment without Cause, or (2)  Employee
voluntarily resigns within thirty (30) days after notice of termination
of this Agreement is given by the Company in accordance with Section
6.2, and, in either case, Employee does not violate the provisions of
Articles III and IV and signs a Termination Agreement, Employee shall
be paid a Severance Payment.

5.2    In the event Employee is
terminated for Cause any and all employment stock options held by
Employee, whether vested or unvested, shall immediately terminate and
Employee shall not be entitled to exercise such
options.








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ARTICLE VI

TERM AND
TERMINATION

6.1    This Agreement shall commence as of the
date set forth in the first paragraph of this agreement, and shall
continue in effect until terminated by the Company or the Employee in
accordance with this Agreement.

6.2    The Company may
terminate this Agreement at any time upon written notice to Employee
specifying the effective date of termination of this Agreement, which
date shall not be earlier than thirty (30) days from the date such
notice is given; provided however, that Employee shall have the right
to resign within thirty (30) days after such notice is given by the
Company, and such resignation, solely for purposes of this Agreement,
shall be deemed a termination of Employee’s employment without
Cause.

6.3    This Agreement shall automatically terminate
upon the voluntary resignation of Employee.

ARTICLE
VII

TERMINATION OF PRIOR AGREEMENTS

7.1    This
Agreement sets forth the entire agreement between the parties and
supersedes all prior agreements between the parties regarding severance
payments or benefits, whether oral or written prior to the effective
date of this Agreement.

ARTICLE VIII

ARBITRATION, COSTS
AND INDEMNIFICATION; COOPERATION

8.1    Any dispute arising
out of the interpretation, application, and/or performance of this
Agreement with the sole exception of any claim, breach, or violation
arising under Articles III or IV hereof shall be settled through final
and binding arbitration before a single arbitrator in the State of New
Jersey in accordance with the Rules of the American Arbitration
Association. The arbitrator shall be selected by the Association and
shall be an attorney-at-law experienced in the field or fields involved
in the dispute (e.g., corporate, employment, trade secret,
non-competition, or securities law). Any judgment upon any arbitration
award may be entered in any court, federal or state, having competent
jurisdiction of the parties. Whether in arbitration or in any
litigation between the parties in federal or state court relating to or
concerning this Agreement, it is agreed that the losing shall pay the
prevailing party’s reasonable attorney’s fees and
costs.

8.2    The Company hereby agrees to indemnify, defend,
and hold harmless Employee for any and all claims arising from or
related to his employment by the Company at any time asserted, at any
place asserted, and to the fullest extent permitted by law, except for
any claims arising out of a breach of any restrictive covenant,
non-solicitation agreement or similar arrangement between Employee and
an entity other than the Company.

8.3    Employee shall
cooperate fully with the Company in the prosecution or defense, as the
case may be, of any and all actions, governmental inquiries or other
legal or regulatory proceedings in which Employee’s assistance
may be reasonably requested by the Company. Reasonable expenses arising
from the cooperation will be reimbursed within the Company’s
guidelines.

ARTICLE IX

SEVERABILITY

If any
provision of this Agreement shall be held invalid and unenforceable,
the remainder of this Agreement shall remain in full force and effect.
If any provision is held invalid or unenforceable with respect to
particular circumstances, it shall remain in full force and effect in
all other circumstances.








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ARTICLE X

NOTICE

For the
purposes of this Agreement, notices and all other communications
provided for in the Agreement shall be in writing and shall be deemed
to have been duly given when personally delivered or sent by certified
mail, return receipt requested, postage prepaid, addressed to the
respective addresses as set forth below or to any such other address as
the party to receive the notice shall advise by due notice given in
accordance with this paragraph. All notices and communications shall be
deemed to have been received on the date of delivery thereof or on the
third business day after the mailing thereof, except that notice of
change of address shall be effective only upon receipt.

The
current addresses of the parties are as follows:

IF TO
THE COMPANY:             TeamStaff,
Inc.
                                                           300
Atrium
Drive
                                                           Somerset,
NJ 08873

IF TO THE
EMPLOYEE:           James D.
Houston
                                                           158
West 81st
Street
                                                           New
York, NY 10024

ARTICLE XI

BENEFIT

This Agreement
shall inure to, and shall be binding upon, the parties hereto, the
successors and assigns of the Company, and the heirs and personal
representatives of the Employee.

ARTICLE
XII

WAIVER

The waiver by either party of any breach or
violation of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent breach of construction and
validity.

ARTICLE XIII

GOVERNING LAW

This
Agreement has been negotiated and executed in the State of New Jersey
which shall govern its construction and validity.

ARTICLE
XIV

JURISDICTION

Any or all actions or proceedings which
may be brought by the Company or Employee under this Agreement shall be
brought in courts having a situs within the State of New Jersey, and
Employee and the Company each hereby consent to the jurisdiction of any
local, state, or federal court located within the State of New
Jersey.

ARTICLE XV

ENTIRE AGREEMENT

This
Agreement contains the entire agreement between the parties hereto. No
change, addition, or amendment shall be made hereto, except by written
agreement signed by the parties hereto.








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ARTICLE XVI

RIGHT TO
ATTORNEY

Employee is hereby advised of Employee’s rights
to review this Agreement with counsel of Employee’s choice.
Employee has had the opportunity to consult with an attorney and/or
other advisor of Employee’s choosing before signing the
Agreement, and was given a period of twenty-one (21) days to consider
the Agreement. Employee is permitted, at his discretion, to return the
Agreement prior to the expiration of this 21-day period. Employee
acknowledges that in signing this Agreement, Employee has relied only
on the promises written in this Agreement, and not on any other promise
made by the Company or any other entity or person.

ARTICLE
XVII

SURVIVAL

Articles III, IV, VIII, X, XIII and XIV
shall survive the termination of this Agreement.








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IN WITNESS WHEREOF, the parties
hereto have executed this Agreement and affixed their hands and seals
the day and year first above
written.


		TEAMSTAFF,
INC.





		By:
                                                                                

        T.
Kent Smith
        Chief Executive
Officer





		                                                                                        

        James
Houston
         Employee