TEAMSTAFF, INC.
                   EMPLOYEE INCENTIVE STOCK OPTION CERTIFICATE
                                  AND AGREEMENT


Date of Grant: June 18, 2003                                   Option No.: EO-44
Name of Optionee: T. Kent Smith
Number of Shares: 400,000
Exercise Price Per Share: $3.00
Expiration Date: June 18, 2008


     Effective on the date of grant specified above, TEAMSTAFF, INC. has granted
to the above-named Optionee under the 2000 Employee Stock Option Plan, an option
to purchase from TeamStaff the number of shares of Common Stock of TeamStaff set
forth above. This option is subject to all the terms and conditions of the 2000
Option Plan which is incorporated in this option as though set forth in full.

     The terms and conditions of this option are as follows:

     1. The number and price of the shares subject to this option shall be the
number and price set forth above, subject to any adjustments which may be made
under Section 11 below.

     2. This option may not be exercised until it is vested. Portions of this
option become vested if you continue to be employed by TeamStaff until after the
expiration of the time periods stated below:

             A. Effective on the date of grant, one quarter of this option
       becomes vested and you may purchase up to one quarter of the total number
       of shares covered by this option;

             B. After June 18, 2004, an additional one-quarter of this option
       becomes vested and you may purchase up to one-half of the total number of
       shares covered by this option;

             C. After June 18, 2005, the remainder of this option becomes vested
       and you may purchase up to the total number of shares covered by covered
       by this option.





This option shall terminate and no shares may be purchased after the expiration
date. This option may also terminate sooner as provided below if your employment
is terminated for any reason

     3. Except as provided in Section 7, this option may not be exercised unless
the Optionee is employed by TeamStaff or one of its parent or subsidiary
corporations on the date of such exercise and shall have been an employee
continuously since the date of grant.

     4. This option is exercisable by a written notice signed by you and
delivered to TeamStaff at its executive offices, signifying your election to
exercise the option. A form of the notice is attached to this option
certificate. The notice must state the number of shares of Common Stock for
which your option is being exercised and must be accompanied by the full
purchase price of the shares being purchased.

     Payment shall be either (i) in cash, or by certified or bank cashier's
check payable to the order of TeamStaff, free from all collection charges; (ii)
by delivery of shares of Common Stock of TeamStaff 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 these purposes, the market value per share of Common 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.


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

     5. Certificate for the shares purchased will be issued as soon as
practicable. TeamStaff, 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, as amended, the Securities Exchange Act of 1934, as
amended, any stock exchange on which TeamStaff'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.

     6. Until the issuance of the certificate for the shares, you or such other
person as may be entitled to exercise this option, shall have none of the rights
of a stockholder with respect to shares issuable upon exercise of this option.

     7. This option is personal to the Optionee and during the Optionee's
lifetime may be exercised only by the Optionee. This option shall not be
transferable other than by will or the laws of descent and distribution, and as
may be permitted under the Internal Revenue Code, the federal securities laws
and the rules and regulations promulgated thereunder. If notice of the exercise
of this option is given by the person or persons other than you, TeamStaff may
require, as a condition to the exercise of this option, the submission to
TeamStaff of appropriate proof of the right of such person or person to exercise
this option.

     8. In the event that an option holder ceases to be an employee of TeamStaff
or of any subsidiary for any reason other than permanent disability (as
determined by the Board of Directors, or a committee of the board) or death,
this option shall automatically terminate; however, upon termination of
employment the Optionee shall continue to have the right to exercise any
unexercised portion of this option, which was otherwise exercisable on the date
of termination, for a period of three months from the date on which the Optionee
ceased to be so employed, but in no event after the Expiration Date. In the
event of the death of Optionee during this three month period, this option shall
be exercisable by his or her personal representatives, heirs or legatees to the
same extent that the Optionee could have exercised this option if he or she had
not died, for three months from the date of death, but in no event after the
Expiration Date.


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In the event of the permanent disability of Optionee while an employee of
TeamStaff or of any subsidiary, this option shall be exercisable for 365 days
after the date of permanent disability, but in no event after the Expiration
Date. In the event of the death of the Optionee while an employee of TeamStaff
or any Subsidiary, or during the 365 day period after the date of permanent
disability of the Optionee, that portion of the option which had become
exercisable on the date of death shall be exercisable by his or her personal
representatives, heir or legatees at any time prior to the expiration of 365
days months from the date of the death of Optionee, but in no event after the
Expiration Date.

     9. This option does not confer on the Optionee any right to continue in the
employ of TeamStaff or interfere in any way with the right of TeamStaff to
determine the terms of the Optionee's employment.

     10. In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, rights offering, or any
other change in the corporate structure or stock of TeamStaff, the Board shall
make such adjustments, if any, as it deems appropriate in the number and kind of
shares covered by this option, or in the option price, or both. Notwithstanding
any provision to the contrary, the Committee or the Board may cancel, amend,
alter or supplement any term or provision of this option to avoid the penalty
provisions of Section 4999 of the Code.

         If, in the event of a merger or consolidation, the Company is not the
surviving corporation, and in the event that the agreements governing such
merger or consolidation do not provide for the substitution of new options or
other rights in substitution of this option or for the express assumption of
this options by the surviving corporation, or in the event of the dissolution or
liquidation of the Company, the Optionee shall have the right not less than five
days prior to the record date for the determination of shareholders entitled to
participate in such merger, consolidation, dissolution or liquidation, to
exercise his option, in whole or in part, without regard to the vesting
provisions in Section 2 above. In the event any then outstanding option is not
exercised in its entirety on or prior to the record date , this option shall
terminate in its entirety.


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     11. This option shall be subject to the requirement that if at any time the
Board shall determine that the registration, listing or qualification of the
shares covered hereby upon any securities exchange or under any federal or state
law, or the consent or approval of any governmental regulatory body is necessary
or desirable as a condition of, or in connection with, the granting of this
option or the purchase of the shares, this option may not be exercised unless
and until such registration, listing, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Board. The Board may require that the person exercising this option shall make
such representations and agreements and furnish such information as it deems
appropriate to assure compliance with the foregoing or any other applicable
legal requirements.

     12. This option is intended to qualify for "incentive stock option"
treatment under the provisions of Section 422A of the Internal Revenue Code of
1954, as amended. HOWEVER, YOU ARE URGED TO CONSULT WITH YOUR INDIVIDUAL TAX
ADVISOR PRIOR TO EXERCISING THIS OPTION SINCE THE EXERCISE OF THIS OPTION MAY
RESULT IN ADVERSE TAX CONSEQUENCES INCLUDING THE PAYMENT OF ADDITIONAL FEDERAL
AND/OR STATE INCOME TAXES.

     13. TeamStaff shall have the power and the right to deduct or withhold, or
require a Optionee to remit to TeamStaff 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, TeamStaff shall have the right to require the Optionee to remit to
TeamStaff, 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. However, notwithstanding the foregoing, to the extent that a Optionee
is an insider ( as determined by the Board of Directors), satisfaction of
withholding requirements by having TeamStaff withhold Shares may only be made to
the extent that such withholding of Shares (1) has met the requirements of an
exemption under Rule 16b-3 promulgated under the Exchange Act, or (2) is a
subsequent transaction the terms of which were provided for in a transaction
initially meeting the requirements of an exemption under Rule 16b-3 promulgated
under the Exchange Act.

     14. All notices hereunder to TeamStaff shall be delivered or mailed to the
following address:


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                TEAMSTAFF, INC.
                300 Atrium Drive
                Somerset, New Jersey 08873
                Attention: Secretary

     Such address for the service of notices may be changed at any time provided
notice of such change is furnished in advance to the Optionee.

Corporate Seal                             TEAMSTAFF, INC.


                                           By:__________________________________
                                                    Name:
                                                    Title:


Secretary:


-----------------------
Edmund C. Kenealy
Secretary


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                              OPTION EXERCISE FORM

TO:      TeamStaff, Inc.
         300 Atrium Drive
         Somerset, NJ 08873
         Attn: Secretary

Gentlemen:

              I irrevocably elect to exercise my right to purchase _________
shares of Common Stock covered by this Option Agreement and make full payment of
the Exercise Price of such shares as follows (PLEASE CHOOSE FORM OF PAYMENT).

         ___. CASH PURCHASE. I hereby elect to pay the exercise price in cash,
and enclose a CERTIFIED CHECK (or have wired payment) in the amount of
$____________.

         ___. CASHLESS EXERCISE. I have enclosed _________ shares of Common
Stock of TeamStaff, Inc. in accordance with Section 4 of the Option Agreement. I
represent that I have owned the shares being delivered for at least six months
prior to the date of exercise.

         ___. COMBINATION OF CASH AND CASHLESS. I elect to pay the exercise
price in cash and stock, and enclose a CERTIFIED CHECK (or have wired payment)
in the amount of $____________ and have enclosed _________ shares of Common
Stock of TeamStaff, Inc. in accordance with Section 4 of the Option Agreement. I
represents that I have owned the shares being delivered for at least six months
prior to the date of exercise.

     I understand and agree that TeamStaff shall have the power and the right to
deduct or withhold, or require me to remit to TeamStaff 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. Further, I acknowledge that TeamStaff shall have the right to
require me to remit to TeamStaff, 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. However, notwithstanding the foregoing, to
the extent that a Optionee is an insider (as determined by the Board of
Directors), satisfaction of withholding requirements by having TeamStaff
withhold Shares may only be made to the extent that such withholding of Shares
(1) has met the requirements of an exemption under Rule 16b-3 promulgated under
the Exchange Act, or (2) is a subsequent transaction the terms of which were
provided for in a transaction initially meeting the requirements of an exemption
under Rule 16b-3 promulgated under the Exchange Act.


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         Further, I agree to promptly notify TeamStaff of the sale of any of the
shares I received upon exercise of this option during the one year period
commencing on the date I receive the certificate for the shares.

              Kindly deliver to me a certificate representing the shares as
follows:

            INSTRUCTIONS FOR DELIVERY

Name:  ____________________________________________________________
    (please typewrite or print in block letters)

Address:          _________________________________
                  _________________________________
                  _________________________________

Dated: _________________________


                                         Signature _____________________________

                                         Print Name:____________________________


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