TEAMSTAFF INC
EX-10.1 STOCK PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>y47895ex10-1.txt
<DESCRIPTION>EX-10.1 STOCK PURCHASE AGREEMENT
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 10.1




                                 TEAMSTAFF, INC.




                      SERIES A CONVERTIBLE PREFERRED STOCK


                               PURCHASE AGREEMENT




<PAGE>   2


<TABLE>
<CAPTION>
TABLE OF CONTENTS                                                                                            PAGE
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<S>     <C>                                                                                                  <C>

1.      Authorization and Sale of Series A Convertible Preferred Stock...........................................1
        --------------------------------------------------------------

        1.1      Authorization...................................................................................1
                 -------------
        1.2      Sale............................................................................................1
                 ----

2.      Closing; Delivery........................................................................................2
        -----------------

        2.1      Closing.........................................................................................2
        ---      -------
        2.2      Delivery........................................................................................2
                 --------

3.      Representations and Warranties of the Company

        3.1      Representations and Warranties from the Merger Agreement........................................2
                 --------------------------------------------------------
        3.2      Authorization...................................................................................2
                 -------------
        3.3      Validity of the Shares..........................................................................3
                 ----------------------
        3.4      Compliance with Other Instruments...............................................................3
                 ---------------------------------
        3.5      Governmental Consents...........................................................................3
                 ---------------------
        3.6      Offering........................................................................................3
                 --------
        3.7      Finders' Fees...................................................................................4
                 -------------
        3.8      Registration Rights.............................................................................4
                 -------------------
        3.9      Disclosure......................................................................................4
                 ----------

4.      Representations and Warranties of the Purchasers.:.......................................................4
        ------------------------------------------------

        4.1      Power and Authority.............................................................................4
                 -------------------
        4.2      Due Execution...................................................................................4
                 -------------
        4.4      Government Consents.............................................................................6
                 -------------------
        4.5      Finders' Fees...................................................................................6
                 -------------

5.      Conditions to Purchaser's Obligations at Closing.........................................................6
        ------------------------------------------------

        5.1      Representations and Warranties..................................................................6
                 ------------------------------
        5.2      Performance.....................................................................................6
                 -----------
        5.3      Qualifications..................................................................................6
                 --------------
        5.4      Certificate.....................................................................................6
                 -----------
        5.5      Bylaws..........................................................................................6
                 ------
        5.6      Legal Investment................................................................................6
                 ----------------
        5.7      Opinion of the Company's Counsel................................................................7
                 --------------------------------
        5.8      Proceedings and Documents.......................................................................7
                 -------------------------
        5.9      Registration Rights Agreement...................................................................7
                 -----------------------------
        5.10     Secretary's Certificate.........................................................................7
                 -----------------------
        5.11     Certificate of Good Standing....................................................................7
                 ----------------------------

6.      Conditions to the Company's Obligations at Closing.......................................................7
        ---------------------------------------------------

        6.1      Representations and Warranties..................................................................7
                 ------------------------------
        6.2      Performance.....................................................................................7
                 -----------
        6.3      Qualifications..................................................................................7
                 --------------
</TABLE>


                                        i


<PAGE>   3


<TABLE>
<S>     <C>                                                                                                  <C>
        6.4      Legal Investment................................................................................8
                 ----------------
        6.5      Articles........................................................................................8
                 --------
        6.6      Investor Rights Agreement.......................................................................8
                 -------------------------

7.      Miscellaneous............................................................................................8
        -------------

        7.1      Indemnification.................................................................................8
                 ---------------
        7.2      Entire Agreement................................................................................8
                 ----------------
        7.3      Survival of Representations and Warranties......................................................9
                 ------------------------------------------
        7.4      Governing Law...................................................................................9
                 -------------
        7.5      Counterparts....................................................................................9
                 ------------
        7.6      Headings........................................................................................9
                 --------
        7.7      Notices.........................................................................................9
                 -------
        7.8      Attorneys' Fees................................................................................10
                 ---------------
        7.9      Severability...................................................................................10
                 ------------
        7.10     Delays or Omissions............................................................................10
                 -------------------
</TABLE>


<TABLE>
<CAPTION>
Exhibits
--------
<S>             <C>

Exhibit A       Certificate of Designations, Preferences, Rights and Number of
                Shares of Series A Convertible Preferred Stock
Exhibit B       Disclosure Schedule
Exhibit C       Opinion of the Company's Counsel
Exhibit D       Registration Rights Agreement
</TABLE>



                                       ii

<PAGE>   4


                                 TEAMSTAFF, INC.

             SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT


        This Series A Convertible Preferred Stock Purchase Agreement (the
"AGREEMENT") is entered into as of the __ day of April 2001, by and among
TeamStaff, Inc., a New Jersey corporation (the "COMPANY"), and BrightLane, Inc.
(the "PURCHASER").

        WHEREAS, the Purchaser, the Company and TeamSub, Inc., a Georgia
corporation that is a wholly-owned subsidiary of the Company ("TEAMSUB"), are
parties to that certain Agreement and Plan of Merger dated as of March 6, 2001,
as amended (the "MERGER AGREEMENT"), wherein the Purchaser will merge with and
into TeamSub and become a wholly-owned subsidiary of the Company.

        WHEREAS, the Company desires to enter into this Agreement with the
Purchaser to raise additional capital through the sale and issuance of shares of
its preferred stock to the Purchaser;

        WHEREAS, the Purchaser desires to enter into this Agreement to acquire
shares of preferred stock of the Company on the terms and conditions set forth
herein; and

        WHEREAS, as a material inducement to Purchaser to invest in the Company,
Purchaser is relying on the representations and warranties of the Company set
forth herein;

        NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in this
Agreement, the parties to this Agreement mutually agree as follows:


        1.      Authorization and Sale of Series A Convertible Preferred Stock.

                1.1     Authorization. The Company has authorized the issuance
and sale of up to an aggregate of 3,500,000 shares of its Series A Convertible
Preferred Stock, par value of $.01 per share (the "SHARES"), having the rights,
powers, preferences, privileges and restrictions set forth in the Company's
Certificate of Designations, Preferences, Rights and Number of Shares of Series
A Convertible Preferred Stock a copy of which is attached hereto as Exhibit A
(the "ARTICLES").

                1.2     Sale Subject to the terms and conditions of this
Agreement, the Purchaser agrees to purchase from the Company, and the Company
agrees to sell and issue to such Purchaser the Shares for the aggregate purchase
price of $3,500,000.

                1.3     Holding Period In no event shall Purchaser sell,
transfer, pledge, hypothecate or assign in any manner any Shares prior to the
earlier of (i) September 30, 2001 or (ii) the termination of the Merger
Agreement (as provided for therein). Any such sale, transfer,


<PAGE>   5


pledge, hypothecation or assignment in any manner any Shares by Purchaser prior
to the earlier of (i) September 30, 2001 or (ii) the termination of the Merger
Agreement (as provided for therein) shall be void. Thereafter, Purchaser may
sell, transfer, pledge, hypothecate or assign any Shares as allowed by and in
accordance with applicable surities laws.


        2       Closing; Delivery.

                2.1     Closing. The closing of the purchase and sale of up to
an aggregate of 3,500,000 Shares (the "CLOSING"), shall take place at the
offices of Morris, Manning & Martin, LLP, 1600 Atlanta Financial Center, 3343
Peachtree Road, NE, Atlanta, Georgia 30326, or at such other place or date as
the Parties may agree in writing.


                2.2     Delivery. At the Closing, subject to the terms and
conditions hereof, the Company will deliver to the Purchasers certificates, in
such denominations as the Purchaser may designate by notice to the Company,
representing the Shares, dated the date of the Closing, against payment of the
purchase price therefor by wire transfer, cancellation of indebtedness, a check
or checks made payable to the order of the Company, or any combination of the
above or by such other means as shall be mutually agreeable to the Purchasers
and the Company.

        3       Representations and Warranties of the Company. Subject to and
except as disclosed by the Company in the Disclosure Schedule attached hereto as
Exhibit B and incorporated herein by reference (the "DISCLOSURE SCHEDULE"), the
Company represents and warrants to the Purchasers as follows:

                3.1     Representations and Warranties from the Merger
Agreement. The Company acknowledges that it has reviewed the representations and
warranties set forth in Article 3 of the Merger Agreement, including the
TeamStaff Disclosure Schedule relating thereto. The Company hereby represents
and warrants that the following representations and warranties from Article 3 of
the Merger Agreement, and the relating disclosures set forth on the TeamStaff
Disclosure Schedule, which are incorporated herein by this reference and made a
part hereof, remain true and correct in all respects as of the date hereof as
they relate to the Company only (and not including those representations,
warranties and TeamStaff Disclosure Schedule statements relating to TeamSub):
3.1 (Organization and Qualification of TeamStaff and TeamSub); 3.2
(Subsidiaries); 3.7 (Capitalization of TeamStaff and TeamSub); 3.8 (Title to
Assets); 3.9 (SEC Documents: Financial Statements)(subject to the letter dated
April 5, 2001 to the Company from the Securities and Exchange Commission
regarding 10-K and 10-Q comments); 3.11 (No Material Adverse Changes); 3.12
(Absence of Undisclosed Liabilities); 3.13 (Compliance); 3.14 (Litigation); 3.15
(Tax Matters); 3.16 (Employees); 3.17 (Employee Benefit Plans); 3.18
(Contracts); 3.19 (Environment, Health and Safety); 3.20 (Real Property
Interests); 3.21 (Intellectual Property); 3.22 (Tangible Assets); 3.23 (Notes
and Accounts Receivable); 3.28 (Transactions with Affiliates); and 3.29
(Insurance).3.2 Authorization. All corporate action on the part of the
Company and its officers, directors and shareholders necessary for the
authorization, execution and delivery by the Company of this Agreement and the
Registration Rights Agreement (as defined below), the performance of all the
Company's



                                      -2-
<PAGE>   6


obligations hereunder and thereunder, and the authorization, issuance, sale and
delivery of the Shares and the Common Stock issuable upon conversion thereof
(the "UNDERLYING COMMON STOCK") has been taken or will be taken prior to the
Closing. This Agreement and the Registration Rights Agreement, when executed and
delivered by the Company and the parties hereto and thereto, shall constitute
valid and legally binding obligations of the Company enforceable in accordance
with their terms, subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors, and rules and laws governing specific
performance, injunctive relief and other equitable remedies.

                3.3     Validity of the Shares. The sale of the Shares and the
subsequent conversion of the Shares into the Underlying Common Stock are not and
will not be subject to any preemptive rights, rights of first refusal or other
preferential rights that have not been waived, and the Shares when issued, sold
and delivered in accordance with the terms of this Agreement and the Underlying
Common Stock when issued upon conversion of the Shares in accordance with the
Articles will be validly issued, fully paid and nonassessable and will be free
of any liens or encumbrances (other than those created by the Purchaser);
provided, however, that the Shares and the Underlying Common Stock may be
subject to restrictions on transfer under state and/or federal securities laws.


                3.4     Compliance with Other Instruments. The Company is not in
violation of any provisions of its Articles or its Bylaws, as amended and in
effect on and as of the Closing, or of any provisions of any material agreement
or any judgment, decree or order by which it is bound or any statute, rule or
regulation applicable to the Company. The execution, delivery and performance of
this Agreement and the Registration Rights Agreement, and the issuance and sale
of the Shares pursuant hereto and the Underlying Common Stock pursuant to the
Articles, will not result in any such violation or be in conflict with or
constitute a default under any such provisions, result in the creation of any
mortgage, pledge, lien, encumbrance or charge upon any of the properties or
assets of the Company, or require the consent of, or any prior filing with or
notice to, any third party.

                3.5     Governmental Consents. All consents, approvals, orders
or authorization of, or registrations, qualifications, designations,
declarations or filings with any federal or state governmental authority on the
part of the Company required in connection with the valid execution and delivery
of this Agreement and the Registration Rights Agreement, the offer, sale or
issuance of the Shares and the Underlying Common Stock, or the consummation of
any other transaction contemplated hereby have been obtained, or will be
obtained prior to the Closing, except for notices required to be filed with
certain state and federal securities commissions after the Closing, which
notices will be filed on a timely basis.

                3.6     Offering. Assuming the accuracy of the representations
and warranties of the Purchaser contained in Section 4 hereof, the offer,
issuance and sale of the Shares are and will be exempt from the registration and
prospectus delivery requirements of the Securities Act of 1933, as amended (the
"1933 ACT"), and have been registered or qualified (or are exempt from
registration and qualification) under the registration, permit or qualification
requirements of all applicable state securities laws.



                                      -3-
<PAGE>   7


                3.7     Finders' Fees. The Company (i) represents and warrants
that it has retained no finder or broker in connection with the transactions
contemplated by this Agreement and (ii) hereby agrees to indemnify and to hold
the Purchaser harmless from any liability for any commission or compensation in
the nature of a finder's fee to any broker or other person or firm (and the
costs and expenses of defending against such liability or asserted liability)
for which the Company or any of its employees or representatives is responsible.

                3.8     Registration Rights. Except as provided in the
Registration Rights Agreement, the Company is not under any obligation to
register (as defined in the Registration Rights Agreement) any of its presently
outstanding securities or any of its securities that may hereafter be issued;
provided, however, certain former shareholders of HR2, Inc. have piggyback
registration rights on certain outstanding securities.

                3.9     Disclosure. The representations and warranties made by
the Company in this Agreement, together with any financial statements,
certificates, schedules or exhibits prepared and furnished or to be prepared
pursuant hereto do not contain and will not contain any untrue statement of
material fact, and do not omit and will not omit to state a material fact
necessary to make the statements contained herein or therein not misleading in
light of the circumstances under which they were furnished, when considered as a
whole in relation to all the disclosures made by the Company to the Purchasers.
There is no event, fact or condition known to the Company and specifically
relating to the Company that has had, or that reasonably would be expected to
have, a material adverse effect on the Company that has not been set forth in
this Agreement or the Disclosure Schedule.


        4       Representations and Warranties of the Purchasers. Each Purchaser
hereby represents and warrants to the Company as follows:

                4.1     Power and Authority. The Purchaser has the requisite
power and authority to enter into this Agreement, to purchase the Shares subject
to all of the terms of the Articles hereunder, and to carry out and perform its
obligations under the terms of this Agreement.

                4.2     Due Execution. This Agreement has been duly authorized,
executed and delivered by the Purchaser, and, upon due execution and delivery by
the Company, this Agreement will be a valid and legally binding obligation of
the Purchaser, subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors, and rules and laws governing specific
performance, injunctive relief and other equitable remedies.

                4.3     Investment Representations.

                        (a)     This Agreement is made with the Purchaser in
reliance upon the Purchaser's representation to the Company, which by its
acceptance hereof the Purchaser hereby confirms, that the Shares, and any
Underlying Common Stock to be received by it will be acquired for investment for
its own account, not as a nominee or agent, and not with a view to the sale or
distribution of any part thereof, and that it has no present intention of
selling, granting participation in, or otherwise distributing the same. By
executing this Agreement, the Purchaser further represents that it does not have
any contract, undertaking, agreement, or arrangement with



                                      -4-
<PAGE>   8


any person to sell, transfer or grant participations to such person, or to any
third person, with respect to any of the Shares or any Underlying Common Stock.

                        (b)     The Purchaser understands that the Shares and
the Underlying Common Stock have not been registered under the 1933 Act on the
grounds that the sale provided for in this Agreement and the issuance of
securities hereunder is exempt from registration under the 1933 Act, and that
the Company's reliance on such exemption is predicated in part on the
Purchaser's representations set forth herein. The Purchaser realizes that the
basis for the exemption may not be present if, notwithstanding such
representations, the Purchaser has in mind merely acquiring the Shares for a
fixed or determined period in the future, or for a market rise, or for sale if
the market does not rise. The Purchaser does not have any such intention.

                        (c)     The Purchaser represents that it is able to fend
for itself in the transactions contemplated by this Agreement, has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of its investment, and has the ability to bear
the economic risks of its investment. The Purchaser is an "accredited investor"
within the meaning of Rule 501 under the 1933 Act and was not organized for the
specific purpose of acquiring the Shares.

                        (d)     The Purchaser understands that the Shares and
the Underlying Common Stock may not be sold, transferred or otherwise disposed
of without registration under the 1933 Act or an exemption therefrom, and that
in the absence of an effective registration statement covering the Shares (or
the Underlying Common Stock) or an available exemption from registration under
the 1933 Act, the Shares (and the Underlying Common Stock) must be held
indefinitely. In particular, the Purchaser is aware that the Shares (and the
Underlying Common Stock) may not be sold pursuant to Rule 144 promulgated under
the 1933 Act unless all of the conditions of that Rule are met.

                        (e)     Purchaser understands that each certificate
representing the Shares and the Underlying Common Stock will be endorsed with a
legend substantially as follows:

                THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
                APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN
                ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR
                RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR
                OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
                STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933,
                AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN
                OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY AS TO
                THE AVAILABILITY OF AN EXEMPTION FROM THE



                                      -5-
<PAGE>   9


                REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS
                AMENDED, AND APPLICABLE STATE SECURITIES LAWS.

                4.4     Government Consents. No consent, approval or
authorization of or designation, declaration or filing with any state, federal,
or foreign governmental authority on the part of the Purchaser because of any
special characteristic of such Purchaser is required in connection with the
valid execution and delivery of this Agreement or the Rights Agreement.

                4.5     Finders' Fees. The Purchaser (i) represents and warrants
that it has retained no finder or broker in connection with the transactions
contemplated by this Agreement, and (ii) hereby agrees to indemnify and to hold
the Company and any other Purchaser, should such additional Purchaser be
included by the Company, harmless of and from any liability for any commission
or compensation in the nature of a finder's fee to any broker or other person or
firm (and the costs and expenses of defending against such liability or asserted
liability) for which such Purchaser or any of its employees or representatives
are responsible.


        5       Conditions to Purchaser's Obligations at Closing. The
obligations of the Purchasers to purchase the Shares at any Closing (except as
noted below) are subject to the fulfillment on or before such Closing of each of
the following conditions.

                5.1     Representations and Warranties. The representations and
warranties of the Company contained in Section 3 shall be true and correct in
all material respects on and as of any Closing hereunder with the same force and
effect as if they had been made at such Closing.

                5.2     Performance. The Company shall have performed and
complied with all agreements and conditions contained in this Agreement required
to be performed or complied with by it on or before such Closing hereunder.

                5.3     Qualifications. All authorizations, approvals or
permits, if any, of any governmental authority or regulatory body of the United
States or of any state that are required prior to and in connection with the
lawful issuance and sale of the Shares pursuant to this Agreement shall have
been duly obtained and shall be effective on and as of any Closing hereunder,
except for notices required to be filed with certain state and federal
securities commissions after the Closing.

                5.4     Certificate. The Company shall have duly filed with the
Secretary of State of the State of New Jersey the Articles, which shall be in
full force and effect.

                5.5     Bylaws. The Company's Bylaws shall be in form and
substance reasonably satisfactory to Purchasers and their counsel.

                5.6     Legal Investment. At the time of any Closing hereunder,
the purchase of the Shares by the Purchasers hereunder shall be legally
permitted by all laws and regulations to which they or the Company are subject.



                                      -6-
<PAGE>   10


                5.7     Opinion of the Company's Counsel. The Purchasers shall
have received from counsel to the Company an opinion letter substantially in the
form attached hereto as Exhibit C, addressed to them, dated the date of any
Closing hereunder.

                5.8     Proceedings and Documents. All corporate and other
proceedings in connection with the transactions contemplated at any Closing
hereunder and all documents and instruments incident to such transactions shall
be reasonably satisfactory in substance and form to the Purchasers and their
counsel, and the Purchasers and their counsel shall have received all such
counterpart originals or certified or other copies of such documents as they may
reasonably request.

                5.9     Registration Rights Agreement. The Company shall have
executed and delivered a registration rights agreement substantially in the form
attached hereto as Exhibit D (the "Registration Rights Agreement").

                5.10    Secretary's Certificate. There shall have been delivered
to the Purchasers a certificate, dated as of any Closing hereunder, signed by
the Company's Secretary or an Assistant Secretary and in form and substance
satisfactory to the Purchasers, that shall certify (i) the names of its officers
authorized to sign this Agreement, the certificates for purchased Shares and the
other documents, instruments or certificates to be delivered pursuant to this
Agreement by the Company or any of its officers, together with true signatures
of such officers; (ii) that the copy of the Articles attached thereto is true,
correct and complete; (iii) that the copy of the Bylaws attached thereto is
true, correct and complete; and (iv) that the copy of Board of Directors'
resolutions attached thereto evidencing the approval of this Agreement, the
issuance of the purchased Shares and the other matters contemplated hereby were
duly adopted and are in full force and.

                5.11    Certificate of Good Standing. There shall have been
delivered to the Purchasers a Certificate of Good Standing for the Company from
the Secretary of State of the State of New Jersey, dated within thirty (30) days
of the Closing hereunder.


        6       Conditions to the Company's Obligations at Closing. The
obligations of the Company to issue and sell the Shares at any Closing hereunder
are subject to the fulfillment on or before the Closing of each of the following
conditions.

                6.1     Representations and Warranties. The representations and
warranties made by the Purchaser in Section 4 shall be true and correct on and
as of any Closing hereunder with the same force and effect as if they had been
made at such Closing.

                6.2     Performance. The Purchaser shall have performed and
complied with all agreements and conditions contained in this Agreement required
to be performed or complied with by them on or before any Closing hereunder.

                6.3     Qualifications. All authorizations, approvals or
permits, if any, to be obtained from any governmental authority or regulatory
body of the United States or of any state that are required prior to and in
connection with the lawful issuance and sale of the Shares



                                      -7-
<PAGE>   11


pursuant to this Agreement shall have been duly obtained and shall be effective
on and as of any Closing hereunder.

                6.4     Legal Investment. At the time of any Closing hereunder,
the purchase of the Shares by the Purchaser hereunder shall be legally permitted
by all laws and regulations to which they or the Company are subject.

                6.5     Articles. The Secretary of State of the State of New
Jersey shall have accepted the Articles for filing, and they shall be in full
force and effect at any Closing hereunder.

                6.6     Investor Rights Agreement. The Purchasers shall execute
and deliver a Registration Rights Agreement in substantially the form attached
hereto as Exhibit D.


        7       Miscellaneous.

                7.1     Indemnification. Each party hereto shall indemnify and
hold the other party harmless from and against any and all losses, claims,
damages, expenses or liabilities (including, without limitation, the costs of
any investigation or suit and counsel fees related thereto) asserted against,
imposed upon or incurred by such other party resulting from a material breach by
the indemnifying party of any of its representations, warranties or covenants
made in this Agreement or from any material misrepresentation in or omission of
a material fact that, in light of the circumstances under which it is made, is
required to make any representation made in this Agreement, or any certificate
to be furnished pursuant to this Agreement, not misleading. Promptly after
receipt by an indemnitee (hereinafter an "INDEMNITEE") of notice of any
complaint or the commencement of any action or proceeding with respect to which
indemnification is being sought hereunder, the Indemnitee will notify the
Company in writing of such complaint or of the commencement of such action or
proceeding, but failure so to notify the Company will not relieve the Company
from any liability which the Company may have hereunder or otherwise, except to
the extent that such failure materially prejudices the Company's rights. If the
Company so elects or is requested by the Indemnitee, the Company will assume the
defense of such action or proceeding, including the employment of counsel
reasonably satisfactory to the Indemnitee and the payment of the fees and
disbursements of such counsel, and in such event the Indemnitee will cooperate
in connection therewith as reasonably requested by the Company (subject to the
expenses of the Indemnitee being reimbursed by the Company as provided above).
If legal counsel to Indemnitee determines that having common counsel would
present such counsel with a conflict of interest or if the Company fails to
assume the defense of the action or proceeding in a timely manner, then the
Indemnitee may employ separate counsel reasonably acceptable to the Company to
represent or defend it in any such action or proceeding and the Company will pay
the reasonable fees and disbursements of such counsel. In any action or
proceeding the defense of which the Company assumes, the Indemnitee will have
the right to participate in such litigation and to retain its own counsel at the
Indemnitee's own expense.

                7.2     Entire Agreement. This Agreement and the documents
referred to herein constitute the entire agreement among the parties, and no
party shall be liable or bound to any other party in any manner by any
warranties, representations or covenants except as



                                      -8-
<PAGE>   12


specifically set forth herein or therein. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of the parties. Nothing in this Agreement, express or implied, is
intended to confer upon any third party any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.

                7.3     Survival of Representations and Warranties. All
agreements, representations, and warranties contained herein shall survive the
execution and delivery of this Agreement and the closing of the transactions
contemplated hereby for a period of twenty-four (24) months.

                7.4     Governing Law. This Agreement shall be governed by and
construed under the laws of the State of New York, without regard to its
conflicts of law provisions.

                7.5     Counterparts. This Agreement may be executed in two or
more counterparts, including by fax, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.

                7.6     Headings. The headings used in this Agreement are used
for convenience only and are not to be considered in construing or interpreting
this Agreement.

                7.7     Notices. Any notice required or permitted under this
Agreement shall be given in writing and shall be deemed effectively given (i)
upon personal delivery or delivery by nationally recognized overnight courier
service, (ii) three (3) days after deposit with the United States Post Office,
by registered or certified mail, postage prepaid, or (iii) upon transmission if
sent by confirmed telecopy, addressed at:

                        If to the Company:

                        TeamStaff, Inc.
                        300 Atrium Drive
                        Somerset, NJ 08873
                        Attn: Donald Kappauf

                        With copies to:

                        Goldstein & DiGioia LLP
                        369 Lexington Avenue, 18th Floor
                        New York, NY 10017
                        Attn: Brian C. Daughney, Esq.

                        If to the Purchaser:

                        BrightLane.com, Inc.
                        Suite 200
                        3650 Mansell Road



                                      -9-
<PAGE>   13


                        Alpharetta, GA 30022
                        Attn: Vince Brannon

                        With copies to:

                        Morris, Manning & Martin, L.L.P.

                        1600 Atlanta Financial Center
                        3343 Peachtree Road N.E.
                        Atlanta, Georgia 30326
                        Facsimile No.:  (404) 365-9532
                        Attn:  Oby T. Brewer, Esq.

                7.8     Attorneys' Fees. Should any litigation or arbitration be
commenced between the parties hereto concerning this Agreement, the party
prevailing in such litigation or arbitration shall be entitled, in addition to
such other relief as may be granted, to a reasonable sum for attorneys' fees and
costs in such litigation or arbitration, which fees and costs shall be
determined by the court or arbitrator, as the case may be.

                7.9     Severability. In case any provision of this Agreement
shall be invalid, illegal or unenforceable, it shall to the extent practicable,
be modified so as to make it valid, legal and enforceable and to retain as
nearly as practicable the intent of the parties, and the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

                7.10    Delays or Omissions. No delay or omission to exercise
any right, power or remedy accruing to the Company or any Purchaser or any
subsequent holder of any Shares upon any breach, default or noncompliance of any
Purchaser, any subsequent holder of any Shares or the Company under this
Agreement or under the Articles, shall impair any such right, power or remedy,
nor shall it be construed to be a waiver of any such breach, default or
noncompliance, or any acquiescence therein, or of any similar breach, default or
noncompliance thereafter occurring. It is further agreed that any waiver,
permit, consent or approval of any kind or character on the part of the Company
or the Purchaser of any breach, default or noncompliance under this Agreement or
under the Articles or any waiver on the Company's or the Purchasers' part of any
provisions or conditions of this Agreement must be in writing and shall be
effective only to the extent specifically set forth in such writing and that all
remedies, either under this Agreement or the Articles, by law, or otherwise
afforded to the Company and the Purchaser, shall be cumulative and not
alternative.

                7.11    Amendments and Waivers. Except as otherwise expressly
provided herein, any term of this Agreement may be amended and the observance of
any term of this Agreement may be waived (either generally or in a particular
instance, either retroactively or prospectively and either for a specified
period of time or indefinitely) with the written consent of the Company and the
Purchaser (or their transferees).




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        IN WITNESS WHEREOF, the parties have executed this Stock Purchase
Agreement as of the date first above written.


                                        COMPANY:

                                        TEAMSTAFF, INC.



                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------


                                        PURCHASER:

                                        BRIGHTLANE.COM, INC.



                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------




</TEXT>
</DOCUMENT>
