TEAMSTAFF,
INC.

2000 DIRECTOR PLAN OPTION
 NON-QUALIFIED STOCK OPTION
AGREEMENT

Name: Peter Black
 Date of Grant:
3/30/2005
 Option No.: DO-67
 Number of Options: 5,000

Exercise Price Per Share: $1.43

	
				
	


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 March 30, 2010 (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.

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) 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.

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	
	











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 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
this Option. Whenever Shares are to be issued or cash paid to an
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: 	______________________________





											
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