Exhibit 10.56

RESTATED CHANGE IN CONTROL AGREEMENT*  (as amended through November 30, 2003)

THIS
AGREEMENT, dated as of the 7th day of May, 2001, is by and between SPHERION CORPORATION, a Delaware corporation (hereinafter referred to as the
"Company"), and ROY G. KRAUSE (hereinafter the "Executive").

RECITALS

A.    The
Board of Directors of the Company (the "Board") considers it essential to the best interests of the Company and its
stockholders that its key management personnel be encouraged to remain with the Company and its subsidiaries and to continue to devote full attention to the Company's business in the event that any
third person expresses its intention to complete a possible business combination with the Company, or in taking any other action which could result in a "Change in
Control" (as defined herein) of the Company. In this connection, the Board recognizes that the possibility of a Change in Control and the uncertainty and questions which it may
raise among management may result in the departure or distraction of key management personnel to the detriment of the Company and its stockholders. The Board has determined that appropriate steps
should be taken to reinforce and encourage the continued attention and dedication of key members of the Company's management to their assigned duties without distraction in the face of the potentially
disturbing circumstances arising from the possibility of a Change in Control of the Company.

B.(Amended November 30, 2003)The Executive currently serves as the Company's President and Chief
Operating Officer, and his services and knowledge are valuable to the Company in connection with the management of its business.

C.    The
Board believes the Executive has made and is expected to continue to make valuable contributions to the productivity and profitability of the Company and its
subsidiaries. Should the Company receive a proposal from a third person concerning a possible business combination or any other action which could result in a Change in Control, in addition to the
Executive's regular duties, the Executive may be called upon to assist in the assessment of such proposal, advise management and the Board as to whether such proposal would be in the best interests of
the Company and its stockholders, and to take such other actions as the Board might determine to be necessary or appropriate.

D.    Should
the Company receive any proposal from a third person concerning a possible business combination or any other action which could result in a change in control of
the Company, the Board believes it imperative that the Company and the Board be able to rely upon the Executive to continue in his position, and that the Company and the Board be able to receive and
rely upon his advice, if so requested, as to the best interests of the Company and its stockholders without concern that he might be distracted by the personal uncertainties and risks created by such
a proposal, and to encourage Executive's full attention and dedication to the Company.

E.    The
Company and the Executive are parties to that certain Change in Control Agreement dated November 18, 1998 (the "Prior CIC
Agreement").

F.     The
Company and the Executive desire to terminate the Prior CIC Agreement (and any predecessor change in control agreements) and to enter into this Agreement upon the
terms and subject to the conditions hereinafter set forth.

TERMS AND CONDITIONS

NOW, THEREFORE, to assure the Company and its subsidiaries that it will have the continued, undivided attention, dedication and services of the Executive and the
availability of the Executive's

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advice
and counsel notwithstanding the possibility, threat or occurrence of a Change in Control of the Company, and to induce the Executive to remain in the employ of the Company and its subsidiaries,
and for other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the Company and the Executive agree as follows.

1.Change in Control



2.Adjustment of Benefits upon Change in Control



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3.Termination Following Change in Control



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4.Notice of Termination

Any
termination of the Executive's employment following a Change in Control, other than a termination as contemplated by Sections 3(a)(i) or 3(a)(iii) shall be communicated
by written "Notice of Termination" by the party affecting the termination to the other party hereto. Any "Notice of
Termination" shall set forth (a) the effective date of termination, which shall not be less than 15 or more than 30 days after the date the Notice of Termination
is delivered (the "Termination Date"); (b) the specific provision in this Agreement relied upon; and (c) in reasonable detail the facts
and circumstances claimed to provide a basis for such termination and the entitlement, or lack of entitlement, to the benefits set forth in this Agreement. Notwithstanding the foregoing, if within
fifteen (15) days after any Notice of Termination is given, the party receiving such Notice of Termination notifies the other party that a good faith dispute exists concerning the termination,
the actual Termination Date shall be the date on which the dispute is finally determined in accordance with the provisions of Section 18 hereof. In the case of any good faith dispute as to the
Executive's entitlement to benefits under this Agreement resulting from any termination by the Company for which the Company does not deliver a Notice of Termination, the actual Termination Date shall
be the date on which the dispute is finally determined in accordance with the provisions of Section 18 hereof. Notwithstanding the pendency of any such dispute referred to in the two preceding
sentences, the Company shall continue to pay the Executive his full compensation then in effect and continue the Executive as a participant in all compensation, benefits and perquisites in which he
was then participating, until the dispute is finally resolved,providedthe Executive is willing to continue to provide full time services to the
Company and its subsidiaries in substantially the same position, if so requested by the Company. Amounts paid under this Section 4 shall be in addition to all other amounts due under this
Agreement and shall not be offset against or reduce any other amounts due under this Agreement. If a final determination is made, pursuant to Section 18, that Good Reason did not exist in the
case of a Notice of Termination by the Executive, the Executive shall have the sole

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right
to nullify and void his Notice of Termination by delivering written notice of same to the Company within three (3) business days of the date of such final determination. If the parties do
not dispute the Executive's entitlement to benefits hereunder, the Termination Date shall be as set forth in the Notice of Termination.

5.Termination Benefits



6.Other Benefits

Subject
to the conditions set forth in this Agreement hereof, the following benefits (subject to any applicable payroll or other taxes required to be withheld) shall be paid or provided
to the Executive:



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7.Payment of Certain Costs

Except
as otherwise provided in Section 18, if a dispute arises regarding a termination of the Executive or the interpretation or enforcement of this Agreement, subsequent to a
Change in Control, all of the reasonable legal fees and expenses incurred by the Executive and all Arbitration Costs (as hereafter defined) in contesting any such termination or obtaining or enforcing
all or part of any right or benefit provided for in this Agreement or in otherwise pursuing all or part of his claim will be paid by the Company, unless prohibited by law. The Company further agrees
to pay pre-judgment interest on any money judgment obtained by the Executive calculated at the prime interest rate reported inThe Wall Street
Journalin effect from time to time from the date that payment to his should have been made under this Agreement.

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8.Excise Tax Payments.



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9.Mitigation

The
Executive is not required to seek other employment or otherwise mitigate the amount of any payments to be made by the Company pursuant to this Agreement, and employment by the
Executive will not reduce or otherwise affect any amounts or benefits due the Executive pursuant to this Agreement, except as otherwise provided in Section 6(a)(iii).

10.Continuing Obligations Regarding Confidential Information



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11.Binding Agreement; Successors



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12.Notices

For
the purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given (i) on the date of
delivery if delivered by hand, (ii) on the date of transmission, if delivered by confirmed facsimile, (iii) on the first business day following the date of deposit if delivered by
guaranteed overnight delivery service, or (iv) on the third business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:



or
to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

13.Governing Law

The
validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Florida, without regard to principles of conflicts of laws.

14.Miscellaneous

No
provisions of this Agreement may be amended, modified, waived or discharged unless such amendment, waiver, modification or discharge is agreed to in writing signed by the Executive
and the Company. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in
this Agreement. Section headings contained herein are for convenience of reference only and shall not affect the interpretation of this Agreement.

15.Counterparts

This
Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which will constitute one and the same instrument.

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16.Non-Assignability

This
Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, or transfer this Agreement or any rights or obligations hereunder,
except as provided in Section 11. Without limiting the foregoing, the Executive's right to receive payments hereunder shall not be assignable or transferable, whether by pledge, creation of a
security interest or otherwise, other than a transfer by his will or trust or by the laws of descent or distribution, and in the event of any attempted assignment or transfer contrary to this
paragraph the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

17.Term of Agreement

The
term of this Agreement (the "Term") shall commence on the date hereof and shall continue in effect for a period of three
(3) years, unless further extended or sooner terminated as hereinafter provided. At the end of this three year period and on the first day of each one-year anniversary thereafter,
the Term shall automatically be extended for one additional year unless either party shall have given notice to the other party, at least six months prior to such anniversary that it does not wish to
extend the Term. However, if a Change in Control of the Company shall have occurred during the original or any extended term of this Agreement, this Agreement shall continue in effect for a period of
twenty-four (24) months beyond the month in which such Change in Control occurred; and,provided further, that if the Company shall
become obligated to make any payments or provide any benefits pursuant to Section 5 or 6 hereof, this Agreement shall continue for the period necessary to make such payments or provide such
benefits.

18.Resolution of Disputes



19.Release and Conditions

Any
and all payments and benefits provided by the Company to the Executive under this Agreement shall be conditioned on the following: (i) Executive's continued compliance with
the confidentiality provisions contained herein; (ii) the Executive's execution of a full release and settlement of any and all claims against the Company; and (iii) the Executive's
execution of a non-disparagement agreement and continued compliance therewith.

20.No Setoff

The
Company shall have no right of setoff or counterclaim in respect of any claim, debt or obligation against any payment provided for in this Agreement.

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21.Non-Exclusivity of Rights

Nothing
in this Agreement shall prevent or limit the Executive's continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company or
any of its subsidiaries or successors and for which the Executive may qualify, nor shall anything herein limit or reduce such rights as the Executive may have under any other agreements with the
Company or any of its subsidiaries or successors, except to the extent payments are made pursuant to Section 5, they shall be in lieu of any termination, separation, severance or similar
payments pursuant to the Executive's Employment Agreement, if any, and the Company's then existing termination, separation, severance or similar plans or policies, if any. Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any plan or program of the Company or any of its subsidiaries shall be payable in accordance with such plan or program, except as
explicitly modified by this Agreement.

22.No Guaranteed Employment

The
Executive and the Company acknowledge that this Agreement shall not confer upon the Executive any right to continued employment and shall not interfere with the right of the Company
to terminate the employment of the Executive at any time.

23.Invalidity of Provisions

In
the event that any provision of this Agreement is adjudicated to be invalid or unenforceable under applicable law in any jurisdiction, the validity or enforceability of the remaining
provisions thereof shall be unaffected as to such jurisdiction and such adjudication shall not affect the validity or enforceability of such provision in any other jurisdiction. To the extent that any
provision of this Agreement, including, without limitation, Section 10 hereof, is adjudicated to be invalid or unenforceable because it is overbroad, that provision shall not be void but rather
shall be limited to the extent required by applicable law and enforced as so limited. The parties expressly acknowledge and agree that this Section 23 is reasonable in view of the parties'
respective interests.

24.Non-Waiver of Rights

The
failure by the Company or the Executive to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other party of any of the
provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement, or any part hereof, or the right of the Company or the Executive
thereafter to enforce each and every provision in accordance with the terms of this Agreement.

25.Employment Agreement.

If
the Executive has an Employment Agreement with the Company, and if circumstances arise which cause both the Employment Agreement and this Agreement to apply to the Company and the
Executive, then, to the extent of any inconsistency between the provisions of this Agreement and the Employment Agreement, the terms of this Agreement alone shall apply. However, if this Agreement
does not apply, then the provisions of the Employment Agreement shall control and be unaffected by this Agreement.

26.Unfunded Plan.

The
Company's obligations under this Agreement shall be entirely unfunded until payments are made hereunder from the general assets of the Company, and no provision shall be made to
segregate assets of the Company for payments to be made under this Agreement. The Executive shall have no interest in any particular assets of the Company but rather shall have only the rights of a
general unsecured creditor of the Company.

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PLEASE NOTE:BY SIGNING THIS AGREEMENT, THE EXECUTIVE IS HEREBY CERTIFYING THAT THE EXECUTIVE (A) HAS RECEIVED A COPY
OF THIS AGREEMENT FOR REVIEW AND STUDY BEFORE EXECUTING IT; (B) HAS READ THIS AGREEMENT CAREFULLY BEFORE SIGNING IT; (C) HAS HAD SUFFICIENT OPPORTUNITY BEFORE SIGNING THE AGREEMENT TO
ASK ANY QUESTIONS THE EXECUTIVE HAS ABOUT THE AGREEMENT AND HAS RECEIVED SATISFACTORY ANSWERS TO ALL SUCH QUESTIONS; AND (D) UNDERSTANDS THE EXECUTIVE'S RIGHTS AND OBLIGATIONS UNDER THE
AGREEMENT.

THIS AGREEMENT IN SECTION 18 CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

[signatures
appear on the following page]

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IN
WITNESS WHEREOF, the parties have caused this Change in Control Agreement to be executed and delivered as of the day and year first above set forth.

| |  | SPHERION CORPORATION
| |  | --------------------
| |  | By:                 
| |  | Name:               
| |  | Title:              
| |  | EXECUTIVE           
| |  | By:                 
| |  | Name:               

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