AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT

THIS AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT, dated as of August 19, 2002 (this "AGREEMENT") by and among Spherion Corporation, a Delaware corporation ("PARENT"), Spherion Assessment Inc., a North Carolina corporation, Nor cross Teleservices Inc., a Delaware corporation, Comte x Information Systems, Inc., a Delaware corporation, Spherion Pacific Enterprises LLC, a Delaware limited liability company, Spherion Atlantic Enterprises LLC, a Delaware limited liability company, Spherion Pacific Operations LLC, a Delaware limited liability company, Spherion Atlantic Operations LLC, a Delaware limited liability company, Spherion Atlantic Resources LLC, a Delaware limited liability company, Spherion Atlantic Workforce LLC, a Delaware limited liability company, Spherion Pacific Resources LLC, a Delaware limited liability company, and Spherion Pacific Workforce LLC, a Delaware limited liability company (Parent and each of the foregoing, an "ORIGINAL ORIGINATOR" and collectively, with each direct or indirect wholly-owned subsidiary of Parent that hereafter becomes a party hereto, a "NEW ORIGINATOR") by executing a joinder agreement in the form of Exhibit VIII (each, a "JOINDER AGREEMENT") as originators (the "ORIGINATORS"), and Spherion Receivables LLC, a Delaware limited liability company, formerly known as Spherion Receivables Corp. ("BUYER"). This Agreement amends and restates the Receivables Sale Agreement dated as of July 31, 2002, by and among the Original Originators and Spherion Receivables Corp.

UNLESS DEFINED ELSEWHERE HEREIN, CAPITALIZED TERMS USED IN THIS AGREEMENT SHALL HAVE THE MEANINGS ASSIGNED TO SUCH TERMS IN EXHIBIT I (OR, IF NOT DEFINED IN EXHIBIT I, THE MEANING ASSIGNED TO SUCH TERM IN EXHIBIT I TO THE CREDIT AND SECURITY AGREEMENT).

PRELIMINARY STATEMENTS

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