<SUBMISSION>
<ACCESSION-NUMBER>0000905148-03-000951
<TYPE>SC 13D/A
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20030317
<GROUP-MEMBERS>ARTHUR COADY
<GROUP-MEMBERS>CORYTON MANAGEMENT LTD.
<GROUP-MEMBERS>DAVID J. MATLIN
<GROUP-MEMBERS>ELIAS SABO
<GROUP-MEMBERS>I. JOSEPH MASSOUD
<GROUP-MEMBERS>INLAND PARTNERS, L.P.
<GROUP-MEMBERS>LINKS PARTNERS, L.P.
<GROUP-MEMBERS>MARK R. PATTERSON
<GROUP-MEMBERS>MATLIN PATTERSON ASSET MANAGEMENT LLC
<GROUP-MEMBERS>MATLIN PATTERSON GLOBAL ADVISERS LLC
<GROUP-MEMBERS>MATLIN PATTERSON GLOBAL PARTNERS LLC
<GROUP-MEMBERS>MATLIN PATTERSON LLC
<GROUP-MEMBERS>MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS B, L.P.
<GROUP-MEMBERS>MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS L.P.
<GROUP-MEMBERS>MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS(BERMUNDA)L.P
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>PERSONNEL GROUP OF AMERICA INC
<CIK>0000948850
<ASSIGNED-SIC>7363
<IRS-NUMBER>561930691
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0103
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
<ACT>34
<FILE-NUMBER>005-44909
<FILM-NUMBER>03606455
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>5605 CARNEGIE BLVD
<STREET2>STE 500
<CITY>CHARLOTTE
<STATE>NC
<ZIP>28209
<PHONE>7044425100
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>5605 CARNEGIE BLVD
<STREET2>SUITE 500
<CITY>CHARLOTTE
<STATE>NC
<ZIP>28209
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS LP
<CIK>0001203389
<IRS-NUMBER>000000000
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>520 MADISON AVENUE
<STREET2>9TH FLOOR
<CITY>NEW YORK
<STATE>NY
<ZIP>10022
<PHONE>212 651 9500
</BUSINESS-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>efc3-0391_schedule13da.txt
<TEXT>
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 SCHEDULE 13D
                                (Rule 13d-101)

                   Under the Securities Exchange Act of 1934
                               (Amendment No. 6)

                       Personnel Group of America, Inc.
                               (Name of Issuer)

                    Common Stock, par value $0.01 per share
                        (Title of Class of Securities)

                                   715338109
                                (CUSIP Number)

              MatlinPatterson Global Opportunities Partners L.P.
         MatlinPatterson Global Opportunities Partners (Bermuda) L.P.
             MatlinPatterson Global Opportunities Partners B, L.P.
                             Links Partners, L.P.
                             Inland Partners, L.P.
                      MatlinPatterson Global Advisers LLC
                      MatlinPatterson Global Partners LLC
                     MatlinPatterson Asset Management LLC
                              MatlinPatterson LLC
                            Coryton Management Ltd.
                               Mark R. Patterson
                                David J. Matlin
                                 Arthur Coady
                                  Elias Sabo
                               I. Joseph Massoud

                           (Name of Persons Filing)

<TABLE>
<CAPTION>


<S>                              <C>                                  <C>
      Mark R. Patterson          Joseph Milana and Chrissie Neves     Joseph Milana and Chrissie Neves
     MatlinPatterson LLC             Links Partners, LP                    Inland Partners, LP
      520 Madison Avenue             61 Wilton Avenue,                     61 Wilton Avenue,
   New York, New York 10022              2nd Floor                             2nd Floor
  Telephone: (212) 651-9525        Westport, Connecticut 06880           Westport, Connecticut 06880
                                    Telephone: (203) 221 1703             Telephone: (203) 221-l703

                        (Name, Address and Telephone Number of Person Authorized
                                 to Receive Notices and Communications)

                                             March 14, 2003
                        (Date of Event which Requires Filing of this Statement)
</TABLE>

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-l(e), 13d-l(f) or 13d-l(g), check the
following box [X]

Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.

The information required on this cover page shall not be deemed to be "filed"
for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Exchange
Act") or otherwise subject to the liabilities of that section of the Exchange
Act but shall be subject to all other provisions of the Exchange Act (however,
see the Notes)

                             (Page 1 of 37 pages)

<PAGE>

                        (Continued on following pages)



                             (Page 2 of 37 pages)

<PAGE>

<TABLE>
<CAPTION>
                                        SCHEDULE 13D

------------------ ------------------------------------------ ----------------------------
CUSIP No.          715338109                                  Page 3 of 37 Pages
------------------ ------------------------------------------ ----------------------------
<S>          <C>                                              <C>
     1       NAMES OF REPORTING PERSONS

             I.R.S.IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                   MatlinPatterson Global Opportunities Partners L.P.
------------ -----------------------------------------------------------------------------
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                     (a)  | |
                                                                                  (b)  |X|
------------ -----------------------------------------------------------------------------
     3       SEC USE ONLY
------------ -----------------------------------------------------------------------------
     4       SOURCE OF FUNDS
                       AF, WC
------------ -----------------------------------------------------------------------------
     5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
             2(d) or 2(e)                                                         | |
------------ -----------------------------------------------------------------------------
     6       CITIZENSHIP OR PLACE OF ORGANIZATION
                       Delaware
------------ -----------------------------------------------------------------------------

    SHARES                        7             SOLE VOTING POWER
 BENEFICIALLY
 OWNED BY EACH                                           0
   REPORTING
  PERSON WITH
---------------------- ------------------------ ------------------------------------------

                                  8             SHARED VOTING POWER
                                                      3,398,568
---------------------- ------------------------ ------------------------------------------

                                  9             SOLE DISPOSITIVE POWER
                                                          0
---------------------- ------------------------ ------------------------------------------

                                 10             SHARED DISPOSITIVE POWER
                                                      3,398,568
------------ -----------------------------------------------------------------------------
    11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
              PERSON

                      40,966.27
------------ -----------------------------------------------------------------------------
    12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
             CERTAIN SHARES                                                       | |
------------ -----------------------------------------------------------------------------
    13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                      0.153%
------------ -----------------------------------------------------------------------------
    14       TYPE OF REPORTING PERSON
                      PN
------------ -----------------------------------------------------------------------------



                                    (Page 3 of 37 pages)

<PAGE>

                                        SCHEDULE 13D

------------------ ------------------------------------------ ----------------------------
CUSIP No.          715338109                                  Page 4 of 37 Pages
------------------ ------------------------------------------ ----------------------------

     1       NAMES OF REPORTING PERSONS

             I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    MatlinPatterson Global Opportunities Partners (Bermuda) L.P.
------------ -----------------------------------------------------------------------------
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                     (a)  | |
                                                                                  (b)  |X|
------------ -----------------------------------------------------------------------------
     3       SEC USE ONLY
------------ -----------------------------------------------------------------------------
     4       SOURCE OF FUNDS
                   AF, WC
------------ -----------------------------------------------------------------------------
     5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEMS 2(d) or 2(e)                                       | |
------------ -----------------------------------------------------------------------------
     6       CITIZENSHIP OR PLACE OF ORGANIZATION
                       Bermuda
------------ -----------------------------------------------------------------------------

    SHARES                        7             SOLE VOTING POWER
 BENEFICIALLY
 OWNED BY EACH                                           0
   REPORTING
  PERSON WITH
---------------------- ------------------------ ------------------------------------------

                                  8             SHARED VOTING POWER
                                                     3,398,568
---------------------- ------------------------ ------------------------------------------

                                  9             SOLE DISPOSITIVE POWER
                                                        0
---------------------- ------------------------ ------------------------------------------

                                 10             SHARED DISPOSITIVE POWER
                                                     3,398,568
------------ -----------------------------------------------------------------------------
    11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
              PERSON

                      3,398,568
------------ -----------------------------------------------------------------------------
    12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
             CERTAIN SHARES                                                       | |
------------ -----------------------------------------------------------------------------
    13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                      11.26%
------------ -----------------------------------------------------------------------------
    14       TYPE OF REPORTING PERSON
                      PN
------------ -----------------------------------------------------------------------------



                                    (Page 4 of 37 pages)
<PAGE>

                                        SCHEDULE 13D

------------------ ------------------------------------------ ----------------------------
CUSIP No.          715338109                                  Page 5 of 37 Pages
------------------ ------------------------------------------ ----------------------------

     1       NAMES OF REPORTING PERSONS

             I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    MatlinPatterson Global Opportunities Partners B, L.P.
------------ -----------------------------------------------------------------------------
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                     (a)  | |
                                                                                  (b)  |X|
------------ -----------------------------------------------------------------------------
     3       SEC USE ONLY
------------ -----------------------------------------------------------------------------
     4       SOURCE OF FUNDS
                  AF, WC
------------ -----------------------------------------------------------------------------
     5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEMS 2(d) or 2(e)                                       | |
------------ -----------------------------------------------------------------------------
     6       CITIZENSHIP OR PLACE OF ORGANIZATION
                       Delaware
------------ -----------------------------------------------------------------------------

    SHARES                        7             SOLE VOTING POWER
 BENEFICIALLY
 OWNED BY EACH                                           0
   REPORTING
  PERSON WITH

---------------------- ------------------------ ------------------------------------------

                                  8             SHARED VOTING POWER
                                                      40,966.27
---------------------- ------------------------ ------------------------------------------

                                  9             SOLE DISPOSITIVE POWER
                                                           0
---------------------- ------------------------ ------------------------------------------

                                 10             SHARED DISPOSITIVE POWER
                                                      40,966.27
------------ -----------------------------------------------------------------------------
    11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
              PERSON

                      40,966.27
------------ -----------------------------------------------------------------------------
    12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
             CERTAIN SHARES                                                       | |
------------ -----------------------------------------------------------------------------
    13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                      .153%
------------ -----------------------------------------------------------------------------
    14       TYPE OF REPORTING PERSON
                      PN
------------ -----------------------------------------------------------------------------



                                    (Page 5 of 37 pages)
<PAGE>

                                        SCHEDULE 13D

------------------ ------------------------------------------ ----------------------------
CUSIP No.          715338109                                  Page 6 of 37 Pages
------------------ ------------------------------------------ ----------------------------

     1       NAMES OF REPORTING PERSONS

             I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    Links Partners, L.P.
------------ -----------------------------------------------------------------------------
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                     (a)  | |
                                                                                  (b)  |X|
------------ -----------------------------------------------------------------------------
     3       SEC USE ONLY
------------ -----------------------------------------------------------------------------
     4       SOURCE OF FUNDS
                  AF, WC
------------ -----------------------------------------------------------------------------
     5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEMS 2(d) or 2(e)                                       | |
------------ -----------------------------------------------------------------------------
     6       CITIZENSHIP OR PLACE OF ORGANIZATION
                       Bermuda
------------ -----------------------------------------------------------------------------

    SHARES                        7             SOLE VOTING POWER
 BENEFICIALLY
 OWNED BY EACH                                           0
   REPORTING
  PERSON WITH
---------------------- ------------------------ ------------------------------------------

                                  8             SHARED VOTING POWER
                                                       3,398,568
---------------------- ------------------------ ------------------------------------------

                                  9             SOLE DISPOSITIVE POWER
                                                          0
---------------------- ------------------------ ------------------------------------------

                                 10             SHARED DISPOSITIVE POWER
                                                      3,398,568
---------------------- ------------------------ ------------------------------------------
    11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
              PERSON

                      40,966.27
------------ -----------------------------------------------------------------------------
    12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
             CERTAIN SHARES                                                       | |
------------ -----------------------------------------------------------------------------
    13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                      0.153%
------------ -----------------------------------------------------------------------------
    14       TYPE OF REPORTING PERSON
                      PN
------------ -----------------------------------------------------------------------------



                                    (Page 6 of 37 pages)
<PAGE>

                                        SCHEDULE 13D

------------------ ------------------------------------------ ----------------------------
CUSIP No.          715338109                                  Page 7 of 37 Pages
------------------ ------------------------------------------ ----------------------------

     1       NAMES OF REPORTING PERSONS

             I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    Inland Partners, L.P.
------------ -----------------------------------------------------------------------------
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                     (a)  | |
                                                                                  (b)  |X|
------------ -----------------------------------------------------------------------------
     3       SEC USE ONLY
------------ -----------------------------------------------------------------------------
     4       SOURCE OF FUNDS
                AF, WC
------------ -----------------------------------------------------------------------------
     5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEMS 2(d) or 2(e)                                       | |
------------ -----------------------------------------------------------------------------
     6       CITIZENSHIP OR PLACE OF ORGANIZATION
                  Bahamas
------------ -----------------------------------------------------------------------------

    SHARES                        7             SOLE VOTING POWER
 BENEFICIALLY
 OWNED BY EACH                                           0
   REPORTING
  PERSON WITH
---------------------- ------------------------ ------------------------------------------

                                  8             SHARED VOTING POWER
                                                      3,398,568
---------------------- ------------------------ ------------------------------------------

                                  9             SOLE DISPOSITIVE POWER
                                                          0
---------------------- ------------------------ ------------------------------------------

                                 10             SHARED DISPOSITIVE POWER
                                                      3,398,568
---------------------- ------------------------ ------------------------------------------
    11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
              PERSON

                      3,398,568
------------ -----------------------------------------------------------------------------
   12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
             CERTAIN SHARES                                                       | |
------------ -----------------------------------------------------------------------------
    13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                      11.26%
------------ -----------------------------------------------------------------------------
    14       TYPE OF REPORTING PERSON
                      PN
------------ -----------------------------------------------------------------------------



                                    (Page 7 of 37 pages)
<PAGE>

                                        SCHEDULE 13D

------------------ ------------------------------------------ ----------------------------
CUSIP No.          715338109                                  Page 8 of 37 Pages
------------------ ------------------------------------------ ----------------------------

     1       NAMES OF REPORTING PERSONS

             I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    MatlinPatterson Global Advisers LLC
------------ -----------------------------------------------------------------------------
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                     (a)  | |
                                                                                  (b)  |X|
------------ -----------------------------------------------------------------------------
     3       SEC USE ONLY
------------ -----------------------------------------------------------------------------
     4       SOURCE OF FUNDS
                       AF, WC
------------ -----------------------------------------------------------------------------
     5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEMS 2(d) or 2(e)                                       | |
------------ -----------------------------------------------------------------------------
     6       CITIZENSHIP OR PLACE OF ORGANIZATION
                       Delaware
------------ -----------------------------------------------------------------------------

    SHARES                        7             SOLE VOTING POWER
 BENEFICIALLY
 OWNED BY EACH                                           0
   REPORTING
  PERSON WITH
---------------------- ------------------------ ------------------------------------------

                                  8             SHARED VOTING POWER
                                                        3,398,568
---------------------- ------------------------ ------------------------------------------

                                  9             SOLE DISPOSITIVE POWER
                                                          0
---------------------- ------------------------ ------------------------------------------

                                 10             SHARED DISPOSITIVE POWER
                                                      3,398,568
------------ -----------------------------------------------------------------------------
    11            AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
                  PERSON

                  3,398,568
------------ -----------------------------------------------------------------------------
    12            CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
                  CERTAIN SHARES                                                  | |
------------ -----------------------------------------------------------------------------
    13            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                      11.26%
------------ -----------------------------------------------------------------------------
    14            TYPE OF REPORTING PERSON
                      IA
------------ -----------------------------------------------------------------------------



                                    (Page 8 of 37 pages)
<PAGE>

                                        SCHEDULE 13D

------------------ ------------------------------------------ ----------------------------
CUSIP No.          715338109                                  Page 9 of 37 Pages
------------------ ------------------------------------------ ----------------------------

     1       NAMES OF REPORTING PERSONS

             I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                  David J. Matlin
------------ -----------------------------------------------------------------------------
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                     (a)  | |
                                                                                  (b)  |X|
------------ -----------------------------------------------------------------------------
     3       SEC USE ONLY
------------ -----------------------------------------------------------------------------
     4       SOURCE OF FUNDS
                       AF, WC
------------ -----------------------------------------------------------------------------
     5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEMS 2(d) or 2(e)                                       | |
------------ -----------------------------------------------------------------------------
     6       CITIZENSHIP OR PLACE OF ORGANIZATION
                       Delaware
------------ -----------------------------------------------------------------------------

    SHARES                        7             SOLE VOTING POWER
 BENEFICIALLY
 OWNED BY EACH                                           0
   REPORTING
  PERSON WITH
---------------------- ------------------------ ------------------------------------------

                                  8             SHARED VOTING POWER
                                                     3,398,568
---------------------- ------------------------ ------------------------------------------

                                  9             SOLE DISPOSITIVE POWER
                                                         0
---------------------- ------------------------ ------------------------------------------

                                 10             SHARED DISPOSITIVE POWER
                                                     3,398,568
------------ -----------------------------------------------------------------------------
    11            AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
                  PERSON

                  3,398,568
------------ -----------------------------------------------------------------------------
    12            CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
                  CERTAIN SHARES                                                  | |
------------ -----------------------------------------------------------------------------
    13            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                      11.26%
------------ -----------------------------------------------------------------------------
    14            TYPE OF REPORTING PERSON
                      IN
------------ -----------------------------------------------------------------------------



                                    (Page 9 of 37 pages)
<PAGE>


                                        SCHEDULE 13D

------------------ ------------------------------------------ ----------------------------
CUSIP No.          715338109                                  Page 10 of 37 Pages
------------------ ------------------------------------------ ----------------------------

     1       NAMES OF REPORTING PERSONS

             I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    Mark R. Patterson
------------ -----------------------------------------------------------------------------
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                     (a)  | |
                                                                                  (b)  |X|
------------ -----------------------------------------------------------------------------
     3       SEC USE ONLY
------------ -----------------------------------------------------------------------------
     4       SOURCE OF FUNDS
                       AF, WC
------------ -----------------------------------------------------------------------------
     5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEMS 2(d) or 2(e)                                       | |
------------ -----------------------------------------------------------------------------
     6       CITIZENSHIP OR PLACE OF ORGANIZATION
                       Delaware
------------ -----------------------------------------------------------------------------

    SHARES                        7             SOLE VOTING POWER
 BENEFICIALLY
 OWNED BY EACH                                           0
   REPORTING
  PERSON WITH
---------------------- ------------------------ ------------------------------------------

                                  8             SHARED VOTING POWER
                                                     3,398,568
---------------------- ------------------------ ------------------------------------------

                                  9             SOLE DISPOSITIVE POWER
                                                         0
---------------------- ------------------------ ------------------------------------------

                                 10             SHARED DISPOSITIVE POWER
                                                     3,398,568
------------ -----------------------------------------------------------------------------
    11            AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
                  PERSON

                  3,398,568
------------ -----------------------------------------------------------------------------
    12            CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
                  CERTAIN SHARES                                                  | |
------------ -----------------------------------------------------------------------------
    13            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                      11.26%
------------ -----------------------------------------------------------------------------
    14            TYPE OF REPORTING PERSON
                      IN
------------ -----------------------------------------------------------------------------



                                   (Page 10 of 37 pages)
<PAGE>

                                        SCHEDULE 13D

------------------ ------------------------------------------ ----------------------------
CUSIP No.          715338109                                  Page 11 of 37 Pages
------------------ ------------------------------------------ ----------------------------

     1       NAMES OF REPORTING PERSONS

             I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    MatlinPatterson Global Partners LLC
------------ -----------------------------------------------------------------------------
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                     (a)  | |
                                                                                  (b)  |X|
------------ -----------------------------------------------------------------------------
     3       SEC USE ONLY
------------ -----------------------------------------------------------------------------
     4       SOURCE OF FUNDS
                       AF, WC
------------ -----------------------------------------------------------------------------
     5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEMS 2(d) or 2(e)                                       | |
------------ -----------------------------------------------------------------------------
     6       CITIZENSHIP OR PLACE OF ORGANIZATION
                       Delaware
------------ -----------------------------------------------------------------------------

    SHARES                        7             SOLE VOTING POWER
 BENEFICIALLY
 OWNED BY EACH                                           0
   REPORTING
  PERSON WITH
---------------------- ------------------------ ------------------------------------------

                                  8             SHARED VOTING POWER
                                                     3,398,568
---------------------- ------------------------ ------------------------------------------

                                  9             SOLE DISPOSITIVE POWER
                                                         0
---------------------- ------------------------ ------------------------------------------

                                 10             SHARED DISPOSITIVE POWER
                                                     3,398,568
------------ -----------------------------------------------------------------------------
    11            AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
                  PERSON

                  3,398,568
------------ -----------------------------------------------------------------------------
    12            CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
                  CERTAIN SHARES                                                  | |
------------ -----------------------------------------------------------------------------
    13            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                      11.26%
------------ -----------------------------------------------------------------------------
    14            TYPE OF REPORTING PERSON
                      HC
------------ -----------------------------------------------------------------------------



                                   (Page 11 of 37 pages)
<PAGE>

                                        SCHEDULE 13D

------------------ ------------------------------------------ ----------------------------
CUSIP No.          715338109                                  Page 12 of 37 Pages
------------------ ------------------------------------------ ----------------------------

     1       NAMES OF REPORTING PERSONS

             I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    MatlinPatterson Asset Management LLC
------------ -----------------------------------------------------------------------------
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                     (a)  | |
                                                                                  (b)  |X|
------------ -----------------------------------------------------------------------------
     3       SEC USE ONLY
------------ -----------------------------------------------------------------------------
     4       SOURCE OF FUNDS
                       AF, WC
------------ -----------------------------------------------------------------------------
     5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEMS 2(d) or 2(e)                                       | |
------------ -----------------------------------------------------------------------------
     6       CITIZENSHIP OR PLACE OF ORGANIZATION
                       Delaware
------------ -----------------------------------------------------------------------------

    SHARES                        7             SOLE VOTING POWER
 BENEFICIALLY
 OWNED BY EACH                                           0
   REPORTING
  PERSON WITH
---------------------- ------------------------ ------------------------------------------

                                  8             SHARED VOTING POWER
                                                     3,398,568
---------------------- ------------------------ ------------------------------------------

                                  9             SOLE DISPOSITIVE POWER
                                                         0
---------------------- ------------------------ ------------------------------------------

                                 10             SHARED DISPOSITIVE POWER
                                                     3,398,568
------------ -----------------------------------------------------------------------------
    11            AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
                  PERSON

                  3,398,568
------------ -----------------------------------------------------------------------------
    12            CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
                  CERTAIN SHARES                                                  | |
------------ -----------------------------------------------------------------------------
    13            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                      11.26%
------------ -----------------------------------------------------------------------------
    14            TYPE OF REPORTING PERSON
                      HC
------------ -----------------------------------------------------------------------------



                                   (Page 12 of 37 pages)
<PAGE>

                                        SCHEDULE 13D

------------------ ------------------------------------------ ----------------------------
CUSIP No.          715338109                                  Page 13 of 37 Pages
------------------ ------------------------------------------ ----------------------------

     1       NAMES OF REPORTING PERSONS

             I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    MatlinPatterson LLC
------------ -----------------------------------------------------------------------------
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                     (a)  | |
                                                                                  (b)  |X|
------------ -----------------------------------------------------------------------------
     3       SEC USE ONLY
------------ -----------------------------------------------------------------------------
     4       SOURCE OF FUNDS
                       AF, WC
------------ -----------------------------------------------------------------------------
     5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEMS 2(d) or 2(e)                                       | |
------------ -----------------------------------------------------------------------------
     6       CITIZENSHIP OR PLACE OF ORGANIZATION
                       Delaware
------------ -----------------------------------------------------------------------------

    SHARES                        7             SOLE VOTING POWER
 BENEFICIALLY
 OWNED BY EACH                                           0
   REPORTING
  PERSON WITH
---------------------- ------------------------ ------------------------------------------

                                  8             SHARED VOTING POWER
                                                     3,398,568
---------------------- ------------------------ ------------------------------------------

                                  9             SOLE DISPOSITIVE POWER
                                                         0
---------------------- ------------------------ ------------------------------------------

                                 10             SHARED DISPOSITIVE POWER
                                                     3,398,568
------------ -----------------------------------------------------------------------------
    11            AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
                  PERSON

                  3,398,568
------------ -----------------------------------------------------------------------------
    12            CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
                  CERTAIN SHARES                                                  | |
------------ -----------------------------------------------------------------------------
    13            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                      11.26%
------------ -----------------------------------------------------------------------------
    14            TYPE OF REPORTING PERSON
                      HC
------------ -----------------------------------------------------------------------------



                                   (Page 13 of 37 pages)
<PAGE>

                                        SCHEDULE 13D

------------------ ------------------------------------------ ----------------------------
CUSIP No.          715338109                                  Page 14 of 37 Pages
------------------ ------------------------------------------ ----------------------------

     1       NAMES OF REPORTING PERSONS

             I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    Coryton Management Ltd.
------------ -----------------------------------------------------------------------------
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                     (a)  | |
                                                                                  (b)  |X|
------------ -----------------------------------------------------------------------------
     3       SEC USE ONLY
------------ -----------------------------------------------------------------------------
     4       SOURCE OF FUNDS
                       AF, WC
------------ -----------------------------------------------------------------------------
     5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEMS 2(d) or 2(e)                                       | |
------------ -----------------------------------------------------------------------------
     6       CITIZENSHIP OR PLACE OF ORGANIZATION
                       Bahamas
------------ -----------------------------------------------------------------------------

    SHARES                        7             SOLE VOTING POWER
 BENEFICIALLY
 OWNED BY EACH                                           0
   REPORTING
  PERSON WITH
---------------------- ------------------------ ------------------------------------------

                                  8             SHARED VOTING POWER
                                                     3,398,568
---------------------- ------------------------ ------------------------------------------

                                  9             SOLE DISPOSITIVE POWER
                                                         0
---------------------- ------------------------ ------------------------------------------

                                 10             SHARED DISPOSITIVE POWER
                                                     3,398,568
------------ -----------------------------------------------------------------------------
    11            AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
                  PERSON

                  3,398,568
------------ -----------------------------------------------------------------------------
    12            CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
                  CERTAIN SHARES                                                  | |
------------ -----------------------------------------------------------------------------
    13            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                      11.26%
------------ -----------------------------------------------------------------------------
    14            TYPE OF REPORTING PERSON
                      CO, HC
------------ -----------------------------------------------------------------------------



                                   (Page 14 of 37 pages)
<PAGE>

                                        SCHEDULE 13D

------------------ ------------------------------------------ ----------------------------
CUSIP No.          715338109                                  Page 15 of 37 Pages
------------------ ------------------------------------------ ----------------------------

     1       NAMES OF REPORTING PERSONS

             I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    Arthur Coady
------------ -----------------------------------------------------------------------------
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                     (a)  | |
                                                                                  (b)  |X|
------------ -----------------------------------------------------------------------------
     3       SEC USE ONLY
------------ -----------------------------------------------------------------------------
     4       SOURCE OF FUNDS
                       AF, WC
------------ -----------------------------------------------------------------------------
     5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEMS 2(d) or 2(e)                                       | |
------------ -----------------------------------------------------------------------------
     6       CITIZENSHIP OR PLACE OF ORGANIZATION
                       Canada
------------ -----------------------------------------------------------------------------

    SHARES                        7             SOLE VOTING POWER
 BENEFICIALLY
 OWNED BY EACH                                           0
   REPORTING
  PERSON WITH
---------------------- ------------------------ ------------------------------------------

                                  8             SHARED VOTING POWER
                                                     3,398,568
---------------------- ------------------------ ------------------------------------------

                                  9             SOLE DISPOSITIVE POWER
                                                         0
---------------------- ------------------------ ------------------------------------------

                                 10             SHARED DISPOSITIVE POWER
                                                     3,398,568
------------ -----------------------------------------------------------------------------
    11            AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
                  PERSON

                  3,398,568
------------ -----------------------------------------------------------------------------
    12            CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
                  CERTAIN SHARES                                                  | |
------------ -----------------------------------------------------------------------------
    13            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                      11.26%
------------ -----------------------------------------------------------------------------
    14            TYPE OF REPORTING PERSON
                      IN
------------ -----------------------------------------------------------------------------



                                   (Page 15 of 37 pages)
<PAGE>

                                        SCHEDULE 13D

------------------ ------------------------------------------ ----------------------------
CUSIP No.          715338109                                  Page 16 of 37 Pages
------------------ ------------------------------------------ ----------------------------

     1       NAMES OF REPORTING PERSONS

             I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    Elias Sabo
------------ -----------------------------------------------------------------------------
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                     (a)  | |
                                                                                  (b)  |X|
------------ -----------------------------------------------------------------------------
     3       SEC USE ONLY
------------ -----------------------------------------------------------------------------
     4       SOURCE OF FUNDS
                       AF, WC
------------ -----------------------------------------------------------------------------
     5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEMS 2(d) or 2(e)                                       | |
------------ -----------------------------------------------------------------------------
     6       CITIZENSHIP OR PLACE OF ORGANIZATION
                       United States of America
------------ -----------------------------------------------------------------------------

    SHARES                        7             SOLE VOTING POWER
 BENEFICIALLY
 OWNED BY EACH                                           0
   REPORTING
  PERSON WITH
---------------------- ------------------------ ------------------------------------------

                                  8             SHARED VOTING POWER
                                                     3,398,568
---------------------- ------------------------ ------------------------------------------

                                  9             SOLE DISPOSITIVE POWER
                                                         0
---------------------- ------------------------ ------------------------------------------

                                 10             SHARED DISPOSITIVE POWER
                                                     3,398,568
------------ -----------------------------------------------------------------------------
    11            AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
                  PERSON

                  3,398,568
------------ -----------------------------------------------------------------------------
    12            CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
                  CERTAIN SHARES                                                  | |
------------ -----------------------------------------------------------------------------
    13            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                      11.26%
------------ -----------------------------------------------------------------------------
    14            TYPE OF REPORTING PERSON
                      IN
------------ -----------------------------------------------------------------------------



                                   (Page 16 of 37 pages)
<PAGE>

                                        SCHEDULE 13D

------------------ ------------------------------------------ ----------------------------
CUSIP No.          715338109                                  Page 17 of 37 Pages
------------------ ------------------------------------------ ----------------------------

     1       NAMES OF REPORTING PERSONS

             I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    I. Joseph Massoud
------------ -----------------------------------------------------------------------------
     2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                     (a)  | |
                                                                                  (b)  |X|
------------ -----------------------------------------------------------------------------
     3       SEC USE ONLY
------------ -----------------------------------------------------------------------------
     4       SOURCE OF FUNDS
                       AF, WC
------------ -----------------------------------------------------------------------------
     5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEMS 2(d) or 2(e)                                       | |
------------ -----------------------------------------------------------------------------
     6       CITIZENSHIP OR PLACE OF ORGANIZATION
                       United States of America
------------ -----------------------------------------------------------------------------

    SHARES                        7             SOLE VOTING POWER
 BENEFICIALLY
 OWNED BY EACH                                           0
   REPORTING
  PERSON WITH
---------------------- ------------------------ ------------------------------------------

                                  8             SHARED VOTING POWER
                                                     3,398,568
---------------------- ------------------------ ------------------------------------------

                                  9             SOLE DISPOSITIVE POWER
                                                         0
---------------------- ------------------------ ------------------------------------------

                                 10             SHARED DISPOSITIVE POWER
                                                     3,398,568
------------ -----------------------------------------------------------------------------
    11            AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
                  PERSON

                  3,398,568
------------ -----------------------------------------------------------------------------
    12            CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
                  CERTAIN SHARES                                                  | |
------------ -----------------------------------------------------------------------------
    13            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                      11.26%
------------ -----------------------------------------------------------------------------
    14            TYPE OF REPORTING PERSON
                      IN
------------ -----------------------------------------------------------------------------
</TABLE>



                                   (Page 17 of 37 pages)
<PAGE>

Introduction.
------------

This Amendment No. 6 amends and supplements the Schedule 13D filed on April 5,
2002 (the "Initial Schedule 13D"), as amended and supplemented by Amendment
No. 1 to Schedule 13D, filed on June 5, 2002 ("Amendment No. l"), Amendment
No. 2 to Schedule 13D, filed on July 25, 2002 ("Amendment No. 2"), Amendment
No. 3 to Schedule 13D, filed on July 31, 2002 ("Amendment No. 3"), Amendment
No. 4 to Schedule 13D, filed on August 30, 2002 ("Amendment No. 4") and
Amendment No. 5 to Schedule 13D, filed on November 20, 2002 ("Amendment No.
5"). The Initial Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No.
3, Amendment No. 4, Amendment No. 5 and Amendment No. 6 are collectively
referred to herein as "Schedule 13D".

Capitalized terms used and not defined in this Amendment No. 6 shall have the
meanings set forth in Schedule 13D.

Schedule 13D was originally filed by (i) Credit Suisse First Boston, a Swiss
bank, on behalf of itself and its subsidiaries to the extent that they
constituted part of the investment banking business of the Credit Suisse First
Boston business unit ("CSFB Business Unit"), in accordance with Securities and
Exchange Commission Release No. 34-39538 (January 12, 1998); (ii) CSFB Global
Opportunities Partners, L.P., a limited partnership organized under the laws
of Delaware ("CSFB Partners (Delaware)"), CSFB Global Opportunities Partners
(Bermuda), L.P., an exempted limited partnership organized under the laws of
Bermuda ("CSFB Partners (Bermuda)"), Links Partners, L.P., a Bahamian exempted
limited partnership ("Links"), and Inland Partners, L.P., a Bahamian exempted
limited partnership ("Inland"), by virtue of their beneficial ownership of the
5-3/4% Convertible Subordinated Notes due July 2004 (the "Notes") of Personnel
Group of America, Inc. (the "Issuer"), which are immediately convertible into
shares of common stock, par value $0.01 per share, of the Issuer (the "Issuer
Common Stock"), (iii) Hemisphere Global Opportunities Partners, Ltd., a
Bermuda corporation ("Hemisphere Partners"), as general partner of CSFB
Partners (Delaware) and CSFB Partners (Bermuda), (iv) Mutual Trust Management
(Bermuda) Limited (formerly The Hemisphere Trust Company Limited), a Bermuda
licensed trust company ("Mutual Trust"), the trustee of The Hemisphere Global
Opportunities Partners Charitable Trust, as the sole shareholder of Hemisphere
Partners, (v) Coryton Management Ltd., a Bahamian corporation ("Coryton"), as
general partner of Links and Inland, (vi) Arthur Coady, as director and sole
shareholder of Coryton and (vii) Elias Sabo and I. Joseph Massoud, as
attorneys-in-fact for each of Links and Inland, who have investment authority
over securities held by Links and Inland, with respect to the Common Stock.

Among other things, (i) Amendment No. 2 deleted Credit Swiss First Boston, on
behalf of itself and its subsidiaries to the extent they constituted part of
the CSFB Business Unit, as a Reporting Person, (ii) Amendment No. 3 added
MatlinPatterson LLC ("MatlinPatterson"), MatlinPatterson Asset Management LLC
("Matlin Asset Management") and MatlinPatterson Global Advisers LLC ("Matlin
Advisers") as Reporting Persons, and reflected the name changes of CSFB
Partners (Delaware) and CSFB Partners (Bermuda) to MatlinPatterson Global
Opportunities Partners L.P. ("Matlin Partners (Delaware)") and MatlinPatterson
Global Opportunities Partners (Bermuda) L.P. ("Matlin Partners (Bermuda)"),
respectively, (iii) Amendment No. 4 deleted Hemisphere Partners and Mutual
Trust as Reporting Persons and added MatlinPatterson Global Partners LLC
("Matlin Partners") as a Reporting Person, and (iv) Amendment No. 5 changed
the



                             (Page 18 of 37 pages)
<PAGE>

address of the principal office and principal place of business for
MatlinPatterson, Matlin Asset Management, Matlin Partners, Matlin Advisers and
Matlin Partners (Delaware), disclosed the entering into of the Agreement in
Principal to negotiate terms of the Proposed Restructuring and the entering
into of the Purchase Option Agreement, disclosed various purchases of loans
and loan commitments by the Reporting Persons, disclosed the intent of each of
the Reporting Persons, and updated the interest in securities of the Issuer by
the Reporting Persons.

This Amendment No. 6 is filed on behalf of (i) Matlin Partners (Delaware),
Matlin Partners (Bermuda), MatlinPatterson Global Opportunities Partners B,
L.P. ("Matlin Partners B"), Links and Inland, by virtue of their beneficial
ownership of the Notes, which are immediately convertible into shares of
Issuer Common Stock, (ii) Matlin Advisers, by virtue of its investment
authority over securities held by Matlin Partners (Delaware), Matlin Partners
(Bermuda) and Matlin Partners B, (iii) Matlin Partners, as general partner of
Matlin Partners (Delaware), Matlin Partners (Bermuda) and Matlin Partners B,
(iv) Matlin Asset Management, as the holder of all of the membership interests
in Matlin Partners and Matlin Advisers, (v) MatlinPatterson, as the holder of
all of the membership interests in Matlin Asset Management, (vi) Mark
Patterson and David Matlin, each as the holder of 50% of the membership
interests in MatlinPatterson (vii) Coryton, as general partner of Links and
Inland, (viii) Arthur Coady, as director and sole shareholder of Coryton and
(ix) Elias Sabo and I. Joseph Massoud, as attorneys-in-fact for each of Links
and Inland, who have investment authority over securities held by Links and
Inland (Matlin Partners (Delaware), Matlin Partners (Bermuda), Matlin Partners
B, Links, Inland, Matlin Advisers, Matlin Partners, Matlin Asset Management,
MatlinPatterson, Mark Patterson, David Matlin, Coryton, Arthur Coady, Elias
Sabo, and I. Joseph Massoud, collectively, the "Reporting Persons" and each a
"Reporting Person"), for purposes of (y) amending or correcting certain
information that has changed since the filing of Amendment No. 5 and (z)
disclosing the execution of the Restructuring Agreement among the Issuer,
certain subsidiaries of the Issuer, certain creditors of the Issuer, and
certain noteholders of the Issuer including Matlin Partners (Delaware), Inland
and Links on March 14, 2003 relating to a proposed restructuring of the
Issuer.

Item 4. Purpose of Transaction.
        ----------------------

Item 4 of Schedule 13D is amended and restated in its entirety as follows:

A. PURCHASE OF NOTES AND INTERCREDITOR AGREEMENT.

On June 5, 2001, Matlin Partners (Delaware), Matlin Partners (Bermuda), Links
and Inland entered into the Intercreditor Agreement to purchase the Purchased
Notes for general investment purposes. As of March 26, 2002, each of Matlin
Partners (Delaware), Matlin Partners (Bermuda), Links and Inland determined to
engage in discussions with the Issuer regarding deleveraging strategies that
could result in the conversion of certain Issuer debt to equity. Subject to
the agreements of the Reporting Persons as described herein, the Reporting
Persons have reserved their right to dispose of the Purchased Notes or
underlying shares of Issuer Common Stock in the market, in privately
negotiated transactions or otherwise. In addition, the Reporting Persons have
reserved the right to acquire additional shares of Issuer Common Stock or
securities of the Issuer convertible into, or exercisable for, shares of
Issuer Common Stock,



                             (Page 19 of 37 pages)
<PAGE>

including the Purchased Notes, through open market purchases, in privately
negotiated transactions or otherwise.

B. AGREEMENT IN PRINCIPLE FOR PROPOSED RESTRUCTURING AND BACK-UP PLAN.

On November 11, 2002, Matlin Partners (Delaware), Inland and Links, the Issuer
and certain of its subsidiaries listed therein, entered into a letter
agreement (the "Agreement in Principle") pursuant to which, among other
things, the parties thereto agreed to negotiate in good faith for definitive
terms of a proposed restructuring of the Issuer (the "Proposed
Restructuring"). The Proposed Restructuring contemplated the following:

(i) A registered bond exchange offer and consent solicitation, pursuant to
which $115 million of outstanding Notes and accrued interest would be
exchanged for cash equal to six months of interest on the Notes and newly
issued Issuer Common Stock representing 83% of Issuer's outstanding equity
following consummation of the Proposed Restructuring (subject to dilution by
the exercise of options under a new management equity incentive plan and
warrants to purchase Issuer Common Stock discussed below);

(ii) Retention by current stockholders of their existing Issuer Common Stock,
which would represent 17% of Issuer's outstanding equity following
consummation of the Proposed Restructuring (subject to dilution by the
exercise of options under a new management equity incentive plan and warrants
to purchase Issuer Common Stock discussed below);

(iii) Retirement of the outstanding debt (which the Issuer reported to be
approximately $103 million, based on the Issuer's Quarterly Report on Form 10Q
filed on November 13, 2002) under the Amendment No. 4 dated as of February 8,
2002 to the Amended and Restated Credit Agreement, dated as of June 23, 1997
among the Issuer, as borrower, the Issuer's subsidiaries from time to time
party thereto, as guarantors, the several lenders from time to time party
thereto, and Bank of America, N.A., formerly NationsBank, N.A., as agent (the
"Senior Agent"), as amended (the "Credit Agreement") in exchange for (a) $39.2
million principal amount of new senior subordinated notes of the Issuer, (b)
$53.5 million consisting of at least $50 million in cash and up to $3.5
million principal amount of new junior subordinated notes of the Issuer, and
warrants to purchase up to 13% of the Issuer Common Stock exercisable at an
exercise price per share that assumes an aggregate post-exercise equity value
of $60 million;

(iv) The Issuer effecting a reverse split of the Issuer Common Stock and
adopting a new management equity incentive plan;

(v) A securityholders' agreement among the Issuer and certain significant
stockholders (initially Matlin Partners (Delaware), Inland and Links) after
the Proposed Restructuring to set the size of the Issuer's board of directors
at seven following the restructuring and provide for the designation of two
representatives of the new significant stockholders (and the nomination of
four independent directors) to serve on the board of directors;

(vi) The parties to the Agreement in Principle and other parties entering into a
definitive lock-up and support agreement (the "Lock-Up Agreement") which would
contain, among other things: (a) interim operating covenants for the Issuer;
(b) customary representations and



                             (Page 20 of 37 pages)
<PAGE>

warranties; (c) customary indemnities and expense advancement for third-party
claims; (d) the Issuer's undertaking to make and use best efforts to have
declared effective all required SEC and other governmental filings and to
procure new stock exchange listings for common stock and certain warrants and
required stockholder votes; (e) undertakings by all parties to use
commercially reasonable efforts to achieve satisfaction of the closing
conditions; (f) a waiver by the holders of the Notes who are parties to the
Lock-Up Agreement of specified defaults under the indenture governing the
Notes for so long as the Lock-Up Agreement is binding on them; (g) the
agreement of parties to the Lock-Up Agreement (1) to support the "Back-Up
Plan" under circumstances discussed below, (2) in the case of the holders of
the Notes, to tender their Notes pursuant to the exchange offer, and (3) in
the case of the holders of claims under the Credit Agreement, to exchange such
claims pursuant to the loan exchange; (h) the agreement of the Issuer to
effect a reverse stock split of the Issuer Common Stock to meet anticipated
New York Stock Exchange or NASDAQ requirements; (i) subject to agreed
restrictions, provisions regarding the ability of the Issuer and the holders
of a majority in principal amount of the Notes to discuss alternative
proposals and to terminate the Lock-Up Agreement in connection with accepting
a superior offer to the Proposed Restructuring; and (j) provisions to the
effect that, unless otherwise agreed by the Noteholders, the offer to exchange
Notes for Issuer Common Stock shall commence only if and when the holders of
at least $90 million in principal amount of the Notes have agreed to tender
their Notes.

The "Back-Up Plan" as outlined in the Agreement in Principle contemplated that
if the Proposed Restructuring was not completed within 150 days after the
execution of definitive transaction agreements, the Issuer would file a
bankruptcy petition under Chapter 11 of the United States Bankruptcy Code and
pursue a specified bankruptcy plan of reorganization that would be supported
by the parties to the Lock-Up Agreement. Such bankruptcy plan of
reorganization would provide, among other things, (x) that all existing
shares, options, warrants and other equity interests would be cancelled and
existing holders of Issuer Common Stock receive 3% of the Issuer Common Stock
outstanding following the reorganization of the Issuer (by "gift" from the
lenders under the Credit Agreement), (y) that all holders of outstanding Notes
would receive 17% of Issuer Common Stock outstanding following the
reorganization of the Issuer and (z) that in addition to the stock to be
"gifted" to the existing holders of Issuer Common Stock, all holders of
outstanding claims under the Credit Agreement would receive cash, senior
subordinated notes and related warrants, and convertible preferred stock of
the Issuer following the reorganization, which cash, notes, warranties and
preferred stock would have an aggregate value equal to the face value of their
collective claims under the Credit Agreement.

The description of the Agreement in Principle, the Proposed Restructuring and
the rights of Matlin Partners (Delaware), Inland and Links thereunder is not
intended to be complete and is qualified in its entirety by reference to the
full text of the Agreement in Principle, which has been annexed to Schedule
13D as Exhibit 6 and which is incorporated herein by reference. The definitive
terms of the Proposed Restructuring are contained in the Restructuring
Agreement (defined and described below) and the terms of the Agreement in
Principle have been superceded by the Restructuring Agreement.



                             (Page 21 of 37 pages)
<PAGE>

C. PURCHASE OPTION AGREEMENT.

In addition, on November 11, 2002, Matlin Partners (Delaware), Inland, Links,
the Issuer and the lenders under the Credit Agreement other than Matlin
Partners (Delaware), Inland and Links ("Senior Lenders") and the Senior Agent
entered into a Purchase Option Agreement (the "Purchase Option Agreement")
pursuant to which Matlin Partners (Delaware), Inland and the Issuer have
acquired a purchase option to acquire certain claims of the Senior Lenders
under the Credit Agreement for an option exercise price equal to the assigning
Senior Lender's pro rata share of 75% of the face amount of the funded
indebtedness under the Credit Agreement and certain warrants to purchase up to
3% of the Issuer Common Stock. The Purchase Option Agreement also provides for
waivers by the lenders under the Credit Agreement of certain obligations of
the Issuer thereunder, in return for which the Issuer agreed to immediately
repay approximately $22 million of debt outstanding under the Credit Agreement
and to reduce the total commitment amount under the Credit Agreement to $114
million.

The description of the Purchase Option agreement and the rights of Matlin
Partners (Delaware), Inland and Links thereunder is not intended to be
complete and is qualified in its entirety by reference to the full text of the
Purchase Option Agreement, which has been annexed to Schedule 13D as Exhibit 7
and which is incorporated herein by reference. In addition, the consummation
of each of the transactions discussed in the Purchase Option Agreement is
subject to various conditions and no assurance can be given that such
transactions will be consummated as discussed in the Purchase Option
Agreement.

D. SUMMARY OF RESTRUCTURING AGREEMENT.

On March 14, 2003, Matlin Partners (Delaware), Inland and Links and certain
other holders of 5 3/4% Convertible Subordinated Notes of the Issuer (the
"Restructuring Agreement Noteholders"), the Issuer and certain of its
subsidiaries listed therein (together, the "Parties"), entered into a
Restructuring Agreement (the "Restructuring Agreement") relating to the
restructuring of the Issuer (the "Restructuring"). In addition, on March 14,
2003, a certain other holder of 5 3/4% Convertible Subordinated Notes of the
Issuer entered into a participation agreement with the Issuer pursuant to
which such holder agreed to exchange the notes of the Issuer held by the
holder for the same pro rata consideration to be received by the Restructuring
Agreement Noteholders if the Notes Exchange is consummated (for purposes of
this Schedule 13D, all references to the "Restructuring Agreement Noteholders"
below, other than references to actions requiring the approval or consent of
the Restructuring Agreement Noteholders, will include such other holder). The
Restructuring Agreement Noteholders beneficially own, in the aggregate,
approximately 96% of the outstanding Notes, which represents approximately 19%
of the outstanding Issuer Common Stock on an as-converted basis (based on
26,776,135 shares of Issuer Common Stock issued and outstanding as of October
31, 2002, as reported in the Issuer's Quarterly Report on Form 10Q filed on
November 13, 2002, and assuming conversion of the Notes beneficially owned by
the Restructuring Agreement Noteholders).

The Notes Exchange
------------------

The Restructuring contemplates a privately negotiated exchange exempt from the
registration requirements of the Securities Act of 1933, as amended, pursuant
to which approximately $110



                             (Page 22 of 37 pages)
<PAGE>

million principal amount of outstanding Notes and accrued interest thereon
would be exchanged for $28.75 in cash for each $1,000 in principal amount of
Notes validly exchanged and Issuer Common Stock and preferred stock
convertible into Issuer Common Stock representing approximately 82% of
Issuer's outstanding equity following consummation of the Restructuring
(subject to dilution by the exercise of options under equity incentive plans
and warrants to purchase Issuer Common Stock discussed below) ("Notes
Exchange"). Immediately following the Notes Exchange, the Issuer Common Stock
held by stockholders immediately prior thereto will represent 18% of Issuer's
outstanding Issuer equity (subject to dilution by the exercise of options
under equity incentive plans and warrants to purchase Issuer Common Stock
discussed below).

The Restructuring Agreement also contemplates that the Issuer and the
Restructuring Agreement Noteholders will enter into a registration rights
agreement relating to Issuer capital stock to be received by such
Restructuring Agreement Noteholders pursuant to the Notes Exchange. The
Restructuring Agreement contemplates that the registration rights agreement
will contain (i) two demand registration rights, each right allowing the
Restructuring Agreement Noteholders holding, in the aggregate, a majority of
the Issuer Common Stock to request that the Issuer register shares of Issuer
Common Stock so long as the anticipated aggregate offering price to the public
for such registration is expected to be at least $20 million and (ii)
unlimited shelf-registration rights, each right allowing Restructuring
Agreement Noteholders holding, in the aggregate, 5% or more of the outstanding
Issuer Common Stock, to request that the Issuer file a shelf-registration
statement on behalf of such Restructuring Agreement Noteholders. The
registration rights agreement will also include, among other things: (a)
provisions requiring the Company to pay for customary fees and expenses
relating to the exercise of such registration rights, (b) customary
indemnification provisions and (c) customary representations and warranties.
The rights of the Restructuring Agreement Noteholders will terminate under the
registration rights agreement with respect to a Restructuring Agreement
Noteholder once the Restructuring Agreement Noteholder is legally able to
dispose of all of its securities registrable under the registration rights
agreement pursuant to Rule 144 of the Securities Act of 1933, as amended.

The consummation of the Notes Exchange is conditioned upon, among other
things, (i) the principal amount of the Notes after the closing of the Notes
Exchange being less than $10 million, (ii) if applicable, the written consent
of the Restructuring Agreement Noteholders required to effect the Notes
Exchange being obtained (as discussed in the fourth paragraph under "the Loan
Exchange" below), and (iii) if applicable, the written consent of the
Restructuring Agreement Noteholders required to effect the Loan Exchange (as
defined and discussed below) and the transactions consummated by the Purchase
Option Agreement being obtained (as discussed in the fifth paragraph under
"The Loan Exchange" below) and the Issuer closing the Loan Exchange and the
transactions contemplated by the Purchase Option Agreement contemporaneously
with the Notes Exchange.

The Loan Exchange
-----------------

In addition, the Restructuring contemplates the retirement of the
approximately $103 million principal amount of outstanding debt under the
Credit Agreement as amended by Amendment



                             (Page 23 of 37 pages)
<PAGE>

No. 5 to the Amended and Restated Credit Agreement and Waiver dated as of
December 31, 2002, in exchange for cash and securities of the Issuer (the
"Loan Exchange").

Under the Restructuring Agreement, upon consummation of the Loan Exchange, the
Issuer will (i) exercise its option to purchase the indebtedness held by the
Senior Lenders as contemplated in the Purchase Option Agreement and pay or
deliver to the Senior Lenders (a) cash in an amount up to 75% of the face
amount of the funded indebtedness under the Credit Agreement held by the
Senior Lenders, (b) warrants to purchase up to 92.2367 shares of Issuer Common
Stock for each $1000 face amount of funded indebtedness owed to the Senior
Lenders under the Credit Agreement and (c) cash in the amount of any accrued
and unpaid interest due to them under the Credit Agreement and (ii) pay or
deliver to Matlin Partners (Delaware), Inland and Links the following: (a) in
exchange for $34,693,750 in aggregate principal amount of indebtedness held by
Matlin Partners (Delaware), Inland and Links under the Credit Agreement, their
pro rata share of $39.2 million principal amount of new junior secured notes,
(b) in exchange for the remaining aggregate principal amount of indebtedness
held by Matlin Partners (Delaware), Inland and Links under the Credit
Agreement, new junior secured notes of the Issuer in an amount equal to such
remaining principal amount, (c) warrants to purchase up to 464.5170 shares of
the Issuer Common Stock for each $1000 face amount of funded indebtedness owed
to Matlin Partners (Delaware), Inland and Links under the Credit Agreement and
(d) cash equal to the amount of any accrued and unpaid interest due to them
under the Credit Agreement.

The consummation of the Loan Exchange is conditioned upon, among other things,
(i) the Issuer entering into a new senior facility prior to or
contemporaneously with the closing of the Loan Exchange and (ii) the closing
of the Notes Exchange. The Issuer or Matlin Partners (Delaware), Inland and
Links may abandon the Loan Exchange, and terminate any obligations to
consummate the Loan Exchange, if the Loan Exchange has not been consummated by
May 16, 2003 (which date can be extended by written consent of Matlin Partners
(Delaware), Inland and Links to another date designated in such consent)

The Restructuring Agreement contemplates that, in lieu of consummating the
Loan Exchange and the transactions contemplated by the Purchase Option
Agreement, the Senior Lenders, Matlin Partners (Delaware), Inland and Links
may grant such waivers, forbearances or consents under the Credit Agreement as
required to permit the consummation of the Notes Exchange and certain other
transactions contemplated by the Restructuring Agreement; provided, however,
that if the Senior Lenders, Matlin Partners (Delaware), Inland and Links grant
such waivers, forbearances or consents, the obligations of the Restructuring
Agreement Noteholders under the Restructuring Agreement (except for certain
transfer and assignment provisions) shall terminate unless Restructuring
Agreement Noteholders holding at least 90% of the Notes consent in writing to
consummate the Notes Exchange as contemplated in the Restructuring Agreement.
In connection with any such waivers, forbearances or consents, the obligations
of the Company, Matlin Partners (Delaware), Inland and Links with respect to
the Loan Exchange and the Purchase Option Agreement shall be deemed
terminated.

If such waivers, forbearances or consents are not granted as described in the
foregoing paragraph, the Restructuring Agreement Noteholders shall have no
obligations under the Restructuring Agreement (except for certain transfer and
assignment provisions) unless (i) the Issuer consummates the Loan Exchange and
the transactions contemplated by the Purchase



                             (Page 24 of 37 pages)
<PAGE>

Option Agreement, and (ii) the Restructuring Agreement Noteholders holding at
least 90% of the Notes approve in writing the final terms of the Loan Exchange
and the transactions contemplated by the Purchase Option Agreement.

Governance Matters: Reconstitution of the Board of Directors of the Issuer and
------------------------------------------------------------------------------
Amendment of Charter, Bylaws and Shareholder Rights Plan
--------------------------------------------------------

Pursuant to the Restructuring Agreement, upon consummation of the Notes
Exchange, the Issuer has agreed to take any and all actions necessary to cause
the board of directors of the Issuer to consist of the following persons: (i)
two directors designated by the Reporting Persons, (ii) three directors who
must qualify as independent directors under applicable exchange rules or
listing standards designated by consent of the Restructuring Agreement
Noteholders, (iii) one incumbent independent director designated by the Issuer
with consent of the Restructuring Agreement Noteholders and (iv) Larry
Enterline, the chief executive officer of the Issuer. In addition, the
Reporting Persons will be entitled to designate two persons who shall be
permitted to attend meetings of the Issuer's board of directors and committees
thereof in a non-voting observer capacity.

The Restructuring also contemplates the amendment and restatement of the
Issuer's bylaws and, subject to obtaining the requisite approval from holders
of Issuer capital stock, the amendment and restatement of the Issuer's
certificate of incorporation. The amended and restated certificate of
incorporation would provide, among other things for: (a) a one-for-twenty five
reverse split of the Issuer Common Stock; (b) the elimination of provisions
that classify the board of directors into three separate classes; (c) an
election by the Issuer not to be governed by Section 203 of the Delaware
General Corporation Law; and (d) certain minority stockholder protections
against related party or control transactions. The amended and restated bylaws
would provide, among other things, that, as long as there are "Significant
Holders" (defined as the beneficial owners of shares of capital stock of the
Issuer representing 20% or more of the votes entitled to be cast by holders of
outstanding shares of voting capital stock), the Significant Holders shall be
entitled to designate, in the aggregate, two members (such designees, being
"Significant Holder Designees") of the Issuer's board of directors, the size
of which is initially set at seven members, and to designate two observers
entitled to attend all meetings of the Issuer's board of directors and its
committees. Furthermore, the amended and restated bylaws provide that, subject
to applicable law, for so long as there are any Significant Holders, a
committee comprised of the two Significant Holder Designees and one
independent director who is not also a Significant Holder Designee shall be
responsible for designating between one (1) and four (4) nominees for election
to the Issuer's board of directors, depending on the amount of voting stock
beneficially owned by the Significant Holders; provided, however, that each
such nominee shall qualify as independent under all applicable exchange rules
and listing standards.

If the Notes Exchange is consummated, as of the closing thereof, the Reporting
Persons will be Significant Holders within the meaning of the Issuer's amended
and restated bylaws and collectively will beneficially own approximately 46%
of the voting stock of the Issuer (subject to dilution by the exercise of
options under a new management equity incentive plan and warrants to purchase
Issuer Common Stock); in addition, if the Loan Exchange is consummated, as of
the closing thereof, the Reporting Persons will hold warrants to purchase up
to an additional 10% of the Issuer Common Stock (exercisable the earlier of
October 1, 2004 or upon a change of control



                             (Page 25 of 37 pages)
<PAGE>

or a sale of all or substantially all of the assets of the Company).
Accordingly, upon consummation of the Notes Exchange, the Reporting Persons
will have the power to designate either directly or through a committee
including Significant Holder Designees, an aggregate of six nominees for
election to the board of directors (at least three of whom must qualify as
independent directors under applicable exchange rules and listing standards)
and two board observers.

On March 14, 2003, the Issuer amended the shareholder rights plan of the
Issuer to exempt the execution of the definitive agreements and the
transactions contemplated in the Restructuring Agreement from triggering
rights under that plan. In addition, the Restructuring Agreement contemplates
further amendments to the shareholder rights plan of the Issuer. The
amendments would include, among other things, exemptions preventing the
following from triggering rights under the shareholder rights plan: (i)
beneficial ownership of capital stock by the Restructuring Agreement
Noteholders acquired pursuant to the Restructuring Agreement; (ii) beneficial
ownership by any Significant Holder of capital stock of the Issuer acquired in
accordance with the amended and restated certificate of incorporation; and
(iii) beneficial ownership by any third party of capital stock of the Issuer
acquired in a transfer from a Significant Holder pursuant to a transaction
that complies with the amended and restated certificates of incorporation. In
addition, the shareholder rights plan will be amended to contain a tag-along
right for the benefit of any holder (including certain holders of more than 2%
acting together as a group) of 5% or more of the voting stock of the Issuer
pursuant to which such holder (or group) will be entitled to participate pro
rata, for the same amount and form of consideration and otherwise on
substantially the same terms and conditions, in any transfer by any
Significant Holders of capital stock of the Issuer of 20% or more of the
voting stock of the Issuer.

The Back-Up Plan
----------------

If the Restructuring Agreement is terminated (i) by any of the parties as a
result of the closing of the Notes Exchange not being consummated by May 16,
2003 (which date can be extended by the consent of the Issuer and the
Restructuring Agreement Noteholders holding at least 90% of the Notes to
another date designated in such consent), (ii) by the Issuer as a result of a
material breach by Matlin Partners (Delaware), Inland or Links, which is not
curable or which has not been cured within 30 days, or (iii) by the
Restructuring Agreement Noteholders (a) as a result of a voluntary filing of
bankruptcy by the Issuer or its subsidiaries, (b) as a result of a material
breach by the Issuer or its subsidiaries which is not curable or which has not
been cured within 30 days or (c) as a result of the board of directors of the
Issuer withdrawing or modifying its approval of the Restructuring Agreement,
the Issuer will file a bankruptcy petition under Chapter 11 of the United
States Bankruptcy Code and pursue a specified bankruptcy plan of
reorganization that would be supported by the parties to the Restructuring
Agreement (the "Back-Up Plan"). Such bankruptcy plan of reorganization would
provide, among other things, (x) that all existing shares, options, warrants
and other equity interests of the Issuer including Issuer Common Stock would
be cancelled and the holders thereof would receive an aggregate of 3% of the
Issuer Common Stock outstanding following the reorganization of the Issuer (by
"gift" from the lenders under the Credit Agreement), (y) that the holders of
outstanding Notes would receive an aggregate of 17% of Issuer Common Stock
outstanding following the reorganization of the Issuer and (z) that in
addition to the stock to be "gifted" to the existing holders of Issuer Common
Stock, all holders of outstanding claims under the Credit Agreement would
receive



                             (Page 26 of 37 pages)
<PAGE>

their pro rata share of $50 million in cash, an aggregate of $15 million in
principal amount of senior subordinated notes and related warrants to purchase
up to an aggregate of 10% of the Issuer Common Stock, and convertible
preferred stock of the Issuer following the reorganization convertible into
70% of the Issuer Common Stock, which cash, notes, warrants and preferred
stock would have an aggregate value equal to the face value of their
collective claims under the Credit Agreement.

Purchase and Sale of Notes
--------------------------

Under the Restructuring Agreement, to the extent the Restructuring Agreement
Noteholders acquire additional Notes or claims under the Credit Agreement,
such holders agree that the acquired Notes or claims will be subject to the
Restructuring Agreement and that such holders will vote such Notes or claims
in favor of the transactions contemplated by the Restructuring Agreement and
the obligations of such holders under the Restructuring Agreement shall apply
to such acquired Notes and claims with the same force and effect as if such
Notes and claims were owned by such holder at the time of the execution of the
Restructuring Agreement, provided that no Noteholder may exchange any Notes
acquired by the Noteholder following the date of the Restructuring Agreement
to the extent the exchange of such Notes would result in a "Repurchase Event"
as defined under the indenture governing the Notes. In addition, no
Restructuring Agreement Noteholder may transfer its Notes or claims under the
Credit Agreement to any third party unless such transferring holder, prior to
such transfer, obtains from the transferee a joinder agreement joining the
transferee to the Restructuring Agreement in a form reasonably satisfactory to
the Issuer and to the other Restructuring Agreement Noteholders.

Other Provisions of the Restructuring Agreement
-----------------------------------------------

The Restructuring Agreement also contains, among other things: (a) interim
operating covenants for the Issuer and its subsidiaries; (b) customary
representations and warranties; (c) customary indemnities and expense
advancement for third-party claims; (d) the Issuer's undertaking to make and
use best efforts to have a proxy statement filed with the SEC and cleared for
mailing to holders of Issuer Common Stock promptly after the closing of the
Notes Exchange and to take, in accordance with its applicable certificate of
incorporation and bylaws, all actions necessary to convene a meeting of
holders of shares of Issuer capital stock as promptly as practicable after the
proxy statement is mailed to its holders of capital stock to consider and vote
upon the approval of the amendments to the Issuer's certificate of
incorporation and approval of a new management equity incentive plan of the
Issuer; (e) the Issuer's undertaking to maintain a stock exchange listing for
Issuer Common Stock on a national securities exchange or established automated
over-the-counter trading market in the United States; (f) undertakings by all
parties to use commercially reasonable efforts to achieve satisfaction of the
closing conditions; (g) a waiver by the Restructuring Agreement Noteholders of
specified defaults under the indenture governing the Notes for so long as the
Restructuring Agreement is binding on them; (h) the agreement of parties to
the Restructuring Agreement (1) to support the Back-Up Plan under
circumstances discussed above, (2) in the case of the holders of the Notes, to
exchange their Notes pursuant to the Notes Exchange and, in the event the
Issuer solicits the



                             (Page 27 of 37 pages)
<PAGE>

consent or approval of the holders with respect thereto, to vote such Notes in
favor of the transactions contemplated by the Restructuring, and (3) in the
case of the holders of claims under the Credit Agreement, to exchange such
claims pursuant to the Loan Exchange and, in the event the Issuer solicits the
consent or approval of the holders with respect thereto, to vote such claims
in favor of the transactions contemplated by the Restructuring Agreement; and
(i) subject to agreed restrictions, provisions limiting the ability of the
Issuer and the holders of a majority of the aggregate principal amount of the
Notes to discuss alternative proposals and to terminate the Restructuring
Agreement in connection with accepting a superior offer to the Restructuring.

In addition, under the Restructuring Agreement, Matlin (Partners), Inland and
Links each further agrees to be present at a meeting of stockholders duly
called by the Issuer for the purpose of approving the amendment and
restatement of the certificate of incorporation of the Issuer discussed above
and at any adjournment or postponement thereof and to vote any shares of
Issuer capital stock held by them in support of such amendment and
restatement.

The foregoing summary description of the Restructuring Agreement and the
transactions contemplated therein and the rights of Matlin Partners
(Delaware), Inland and Links thereunder is not intended to be complete and is
qualified in its entirety by reference to the full text of the Restructuring
Agreement, which is annexed hereto as Exhibit 8, and is incorporated herein by
reference. In addition, the consummation of each of the transactions discussed
in the Restructuring Agreement is subject to various conditions and no
assurance can be given that such transactions will be consummated as discussed
in the Restructuring Agreement.

E. PURCHASE OF DEBT UNDER CREDIT FACILITY.

     On May 16, 2002, Matlin Partners (Delaware) purchased from a lender an
aggregate of $30.6 million of loan commitment ("Loans") under the Credit
Agreement (the "May 16th Purchase") and subsequently Links and Inland together
purchased approximately 50% of such Loans from Matlin Partners (Delaware). On
August 12, 2002, Matlin Partners (Delaware) purchased from a lender under the
Credit Agreement an additional $13.6 million of Loans (the "August 12th
Purchase") and subsequently Links and Inland together purchased approximately
50% of such Loans from Matlin Partners (Delaware). On November 4, 2002, Matlin
Partners (Delaware) purchased from a lender under the Credit Agreement an
additional $13.6 million of Loans ("November 4th Purchase") and Links and
Inland have purchased approximately 50% of such Loans from Matlin Partners
(Delaware). As a result of the May 16th Purchase, the August 12th Purchase and
the November 4th Purchase and as a result of paydowns to principal on the
total commitment amount by the Company and borrowing requests under the Credit
Agreement from the Senior Agent, the total commitment amount under the Credit
Agreement held by Matlin Partners (Delaware), Links and Inland is an aggregate
of approximately $50.2 million. According to the Issuer's Quarterly Report on
Form 10-Q filed on November 13, 2002, the Credit Agreement provides for $136
million in total commitment amount and the outstanding balance under the line
of credit was $103 million as of September 29, 2002. After giving effect to
the reduction of the total commitment amount under the Credit Agreement by $22
million as contemplated in the Purchase Option Agreement, the total commitment
amount equals $114 million and the aggregate of $50.2 million held by Matlin
Partners (Delaware), Links and Inland constitutes approximately 44% of the
total commitment amount under the Credit Agreement. Subject to the foregoing
agreements and arrangements, the Reporting Persons may purchase or sell
additional Loans pursuant to the Credit Agreement in the future.



                             (Page 28 of 37 pages)
<PAGE>

F. GENERAL.

     Subject to the foregoing agreements and arrangements, each of the
Reporting Persons intends continuously to review its investment in the Issuer,
and may in the future determine, either alone or as part of a group, (i) to
acquire additional securities of the Issuer or Loans, through open market
purchases, privately negotiated transactions or otherwise, (ii) to dispose of
all or a portion of the securities of the Issuer or Loans owned by it in the
open market, in privately negotiated transactions or otherwise, or (iii) to
take any other available course of action, which could involve one or more of
the types of transactions or have one or more of the results described in the
next paragraph of this Item 4. Notwithstanding anything contained herein, each
of the Reporting Persons specifically reserves the right to change its
intention with respect to any or all of such matters. In reaching any decision
as to its course of action (as well as to the specific elements thereof), each
of the Reporting Persons currently expects that it would continue to take into
consideration a variety of factors, including, but not limited to, the
following: the Issuer's business and prospects; other developments concerning
the Issuer and its businesses generally; other business opportunities
available to the Reporting Persons; developments with respect to the
businesses of the Reporting Persons; changes in law and government
regulations; general economic conditions; and money and stock market
conditions, including the market price of the securities of the Issuer.

     One or more principals or employees of the Reporting Persons may serve on
the Board of Directors of the Issuer upon consummation of the transaction. As
a director of the Issuer, such person or persons may have influence over the
corporate activities of the Issuer, including activities which may relate to
items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Other than as set forth in this Statement, the Reporting Persons have no
present plans or proposals which relate to or would result in any of the
transactions described in (a) - (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.
        ------------------------------------

Subsections (a) and (b) of Item 5 of Schedule 13D are amended and restated in
their entirety to read as follows:

     (a) (i) As of the date hereof, the Reporting Persons' interests in Issuer
Common Stock in the aggregate are as follows: (i) Matlin Partners (Delaware),
Links and Inland are each a direct beneficial owner of the Purchased Notes,
which, in the aggregate, are immediately convertible into 3,398,568 shares of
Issuer Common Stock and (ii) MatlinPatterson, Matlin Asset Management, Matlin
Advisers, Matlin Partners, Matlin Partners (Bermuda), Mark Patterson, David
Matlin, Coryton, Arthur Coady, Elias Sabo and I. Joseph Massoud, each may be
deemed an indirect beneficial owner of the Purchased Notes, which are
immediately convertible into 3,398,568 shares of Issuer Common Stock. The
3,398,568 shares of Issuer Common Stock represent beneficial ownership of
approximately 11.26% of the Issuer's issued and outstanding shares of Issuer
Common Stock (based on 26,776,135 shares of Issuer Common Stock issued and
outstanding as of October 31, 2002, as reported in the Issuer's Quarterly
Report on Form 10-Q filed on November 13, 2002, and assuming conversion of the
Purchased Notes). Matlin Partners B



                             (Page 29 of 37 pages)
<PAGE>

may be deemed to be an indirect beneficial owner of certain of the Purchased
Notes as described in paragraph (vi) of this Item 5(a).

               (ii) As of the date hereof, Matlin Partners (Delaware) is the
direct beneficial owner of $30,268,500 aggregate face value of the Notes,
which are immediately convertible into 1,699,284.21 shares of Issuer Common
Stock. The 1,699,284.21 shares of Issuer Common Stock represent beneficial
ownership of approximately 5.97% of the Issuer's issued and outstanding shares
of Issuer Common Stock (based on 26,776,135 shares of Issuer Common Stock
issued and outstanding as of October 31, 2002, as reported in the Issuer's
Quarterly Report on Form 10-Q filed on November 13, 2002, and assuming
conversion of the Purchased Notes directly beneficially owned by Matlin
Partners (Delaware)). Pursuant to the Intercreditor Agreement, Matlin Partners
(Delaware) may also be deemed to beneficially own the shares beneficially
owned by Links and Inland, with the aggregate shares and percentages disclosed
in paragraph (i) of this Item 5(a).

               (iii) As of the date hereof, Links is the direct beneficial
owner of $15,134,250 aggregate face value of the Notes, which are immediately
convertible into 849,642.11 shares of Issuer Common Stock. The 849,642.11
shares of Issuer Common Stock represent beneficial ownership of approximately
3.08% of the Issuer's issued and outstanding shares of Issuer Common Stock
(based on 26,776,135 shares of Issuer Common Stock issued and outstanding as
of October 31, 2002, as reported in the Issuer's Quarterly Report on Form 10-Q
filed on November 13, 2002, and assuming conversion of the Purchased Notes
directly beneficially owned by Links). Pursuant to the Intercreditor
Agreement, Links may also be deemed to beneficially own the shares owned by
Matlin Partners (Delaware) with the aggregate shares and percentages disclosed
in paragraph (i) of this Item 5(a).

               (iv) As of the date hereof, Inland is the direct beneficial
owner of $15,134,250 aggregate face value of the Notes, which are immediately
convertible into 849,642.11 shares of Issuer Common Stock. The 849,642.11
shares of Issuer Common Stock represent beneficial ownership of approximately
3.08% of the Issuer's issued and outstanding shares of Issuer Common Stock
(based on 26,776,135 shares of Issuer Common Stock issued and outstanding as
of October 31, 2002, as reported in the Issuer's Quarterly Report on Form 10-Q
filed on November 13, 2002, and assuming conversion of the Purchased Notes
directly beneficially owned by Inland). Pursuant to the Intercreditor
Agreement, Inland may also be deemed to beneficially own the shares owned by
Matlin Partners (Delaware) with the aggregate shares and percentages disclosed
in paragraph (i) of this Item 5(a).

               (v) Matlin Partners (Delaware) and Matlin Partners (Bermuda)
have entered into a Participation Agreement (the "Bermuda Participation
Agreement") dated as of May 15, 2001. Pursuant to such agreement, Matlin
Partners (Bermuda) holds a participation interest in its pro rata share of the
right, title and interest in the Notes beneficially owned by Matlin Partners
(Delaware). Matlin Partners (Bermuda)'s pro rata share currently yields a
participation interest equal to $7,627,515.10 aggregate face value of the
Notes, which are immediately convertible into 428,211.37 shares of Issuer
Common Stock. By reason of such relationship, Matlin Partners (Bermuda) may be
deemed to share voting and dispositive power over 428,211.37 shares owned by
Matlin Partners (Delaware). The 428,211.37 shares of Issuer Common Stock
represent beneficial ownership of approximately 1.57% of the Issuer's issued
and outstanding shares of



                             (Page 30 of 37 pages)
<PAGE>

Issuer Common Stock (based on 26,776,135 shares of Issuer Common Stock issued
and outstanding as of October 31, 2002, as reported in the Issuer's Quarterly
Report on Form 10-Q filed on November 13, 2002, and assuming conversion of the
Purchased Notes in which Matlin Partners (Bermuda) has a participation
interest). Pursuant to the Intercreditor Agreement, Matlin Partners (Bermuda)
may also be deemed to beneficially own the shares owned by Matlin Partners
(Delaware), Links and Inland with the aggregate shares and percentages
disclosed in paragraph (i) of this Item 5(a).

               (vi) Matlin Partners (Delaware) and Matlin Partners B have
entered into a Participation Agreement (the "B Participation Agreement") dated
as of July 16, 2002. Pursuant to such agreement, Matlin Partners B holds a
participation interest in 2.4108% of the right, title and interest in the
Notes beneficially owned by Matlin Partners (Delaware). Matlin Partners B's
participation interest equals $729,711.66 aggregate face value of the Notes,
which are immediately convertible into 40,966.27 shares of Issuer Common
Stock. By reason of such relationship, Matlin Partners B may be deemed to
share voting and dispositive power over 40,966.27 shares owned by Matlin
Partners (Delaware). The 40,966.27 shares of Issuer Common Stock represent
beneficial ownership of approximately 0.153% of the Issuer's issued and
outstanding shares of Issuer Common Stock (based on 26,776,135 shares of
Issuer Common Stock issued and outstanding as of October 31, 2002, as reported
in the Issuer's Quarterly Report on Form 10-Q filed on November 13, 2002, and
assuming conversion of the Purchased Notes in which Matlin Partners B has a
participation interest).

               (vi) Matlin Partners serves as General Partner of Matlin
Partners (Delaware). By reason of such relationship, Matlin Partners may be
deemed to share voting and dispositive power over the shares owned by Matlin
Partners (Delaware). Pursuant to the Intercreditor Agreement, Matlin Partners
may also be deemed to beneficially own the shares owned by Links and Inland
with the aggregate shares and percentages disclosed in paragraph (i) of this
Item 5(a).

               (vii) Matlin Advisers serves as investment advisor to Matlin
Partners (Delaware). By reason of such relationship, Matlin Advisers may be
deemed to share voting and dispositive power over the shares owned by Matlin
Partners (Delaware). Pursuant to the Intercreditor Agreement, Matlin Advisers
may also be deemed to beneficially own the shares owned by Links and Inland
with the aggregate shares and percentages disclosed in paragraph (i) of this
Item 5(a).

               (viii) Matlin Asset Management is the holder of all of the
membership interests in Matlin Partners and Matlin Advisers. By reason of such
relationship, Matlin Asset Management may be deemed to share voting and
dispositive power over the shares owned by Matlin Partners (Delaware).
Pursuant to the Intercreditor Agreement, Matlin Asset Management may also be
deemed to beneficially own the shares owned by Links and Inland with the
aggregate shares and percentages disclosed in paragraph (i) of this Item 5(a).

               (ix) MatlinPatterson is the holder of all of the membership
interests in Matlin Asset Management. By reason of such relationship,
MatlinPatterson may be deemed to share voting and dispositive power over the
shares owned by Matlin Partners (Delaware). Pursuant to the Intercreditor
Agreement, MatlinPatterson may also be deemed to beneficially own the shares
owned by Links and Inland with the aggregate shares and percentages disclosed
in paragraph (i) of this Item 5(a).



                             (Page 31 of 37 pages)
<PAGE>

               (x) Mark Patterson and David Matlin are each the holder of 50%
of the membership interests in MatlinPatterson. By reason of such
relationships, each of Mark Patterson and David Matlin may be deemed to share
voting and dispositive power over the shares owned by Matlin Partners
(Delaware). Pursuant to the Intercreditor Agreement, Mark Patterson and David
Matlin may each also be deemed to beneficially own the shares owned by Links
and Inland with the aggregate shares and percentages disclosed in paragraph
(i) of this Item 5(a).

               (xi) Coryton serves as General Partner of Links and Inland. By
reason of such relationships, Coryton may be deemed to share voting and
dispositive power over the shares owned by Links and Inland. Pursuant to the
Intercreditor Agreement, Coryton may also be deemed to share voting and
dispositive power over the shares owned by Matlin Partners (Delaware) with the
aggregate shares and percentages disclosed in paragraph (i) of this Item 5(a).

               (xii) Arthur Coady serves as sole shareholder of Coryton. By
reason of such relationship, Arthur Coady may be deemed beneficially own the
shares owned by Links and Inland. Pursuant to the Intercreditor Agreement,
Arthur Coady may also be deemed to beneficially own the shares owned by Matlin
Partners (Delaware) with the aggregate shares and percentages disclosed in
paragraph (i) of this Item 5(a).

               (xiii) Elias Sabo and I. Joseph Massoud serve as
attorney-in-fact for each of Links and Inland, who have investment authority
over securities held by Links and Inland. By reason of such relationships,
Elias Sabo and I. Joseph Massoud may be deemed to share voting and dispositive
power over the shares owned by Links and Inland. Pursuant to the Intercreditor
Agreement, Elias Sabo and I. Joseph Massoud may also be deemed to beneficially
own the shares owned by Matlin Partners (Delaware) with the aggregate shares
and percentages disclosed in paragraph (i) of this Item 5(a).

     (b) To the best knowledge of MatlinPatterson, Matlin Asset Management,
Matlin Advisers, Matlin Partners and Coryton with respect to the directors and
executive officers named in their respective schedules to the Schedule 13D,
none of the persons (i) beneficially owns any shares of Issuer Common Stock
(other than in his or her capacity as a controlling member, executive officer
or director of such corporation or limited liability company) or (ii) has the
right to acquire any Issuer Common Stock owned by other parties.

The filing of this Amendment No. 6 shall not be construed as an admission by
any of the Reporting Persons that it is, for purposes of Section 13(d) of the
Exchange Act, the beneficial owner of shares of Issuer Common Stock owned by
other parties.

Pursuant to the Intercreditor Agreement, Matlin Partners (Delaware), Matlin
Partners (Bermuda), Links and Inland agree to vote all of the shares of
capital stock of the Issuer beneficially owned by them, directly or
indirectly, as unanimously agreed upon by them.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
        ---------------------------------------------------------------------
        to Securities of the Issuer.
        ---------------------------

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the
following to the end of said Item 6:



                             (Page 32 of 37 pages)
<PAGE>

Reference is made to the descriptions of the Restructuring Agreement in Item 4
of this Amendment No. 6 and to the Restructuring Agreement which is annexed
hereto as Exhibit 8, which is incorporated herein by reference.

Reference is made to the descriptions of the Bermuda Participation Agreement
in Item 5 of this Amendment No. 6 and to the Bermuda Participation Agreement
which is annexed hereto as Exhibit 9, which is incorporated herein by
reference.

Reference is made to the descriptions of the B Participation Agreement in Item
5 of this Amendment No. 6 and to the B Participation Agreement which is
annexed hereto as Exhibit 10, which is incorporated herein by reference.

Item 7. Materials to be Filed as Exhibits.
        ---------------------------------

Item 7 of Schedule 13D is amended by replacing Exhibit 5 and adding Exhibits
8, 9 and 10 as follows:

Exhibit No.       Description
-----------       -----------

       5          Joint Filing Agreement, dated as of March 17, 2003, by and
                  among MatlinPatterson LLC, MatlinPatterson Asset Management
                  LLC, MatlinPatterson Global Advisers LLC, MatlinPatterson
                  Global Partners LLC, MatlinPatterson Global Opportunities
                  Partners L.P., MatlinPatterson Global Opportunities Partners
                  (Bermuda) L.P., MatlinPatterson Global Opportunities
                  Partners B, L.P., Links Partners, L.P., Inland Partners,
                  L.P., Coryton Management Ltd., Mark Patterson, David Matlin,
                  Arthur Coady, Elias Sabo and I. Joseph Massoud.

    8(a)          Restructuring Agreement, dated March 14, 2003, between
                  Personnel Group of America, Inc., certain of its
                  subsidiaries listed therein, MatlinPatterson Global
                  Opportunities Partners, L.P., Inland Partners, L.P., Links
                  Partners, L.P., Zazove Associates LLC and Widget, L.P.

       9          Bermuda Participation Agreement dated as of May 15, 2001 by
                  and between MatlinPatterson Global Opportunities Partners
                  L.P. (formerly, CSFB Global Opportunities Partners, L.P.)
                  and MatlinPatterson Global Opportunities Partners (Bermuda),
                  L.P. (formerly, CSFB Global Opportunities Partners
                  (Bermuda), L.P.).

      10          B Participation Agreement dated as of July 16, 2002 by and
                  between MatlinPatterson Global Opportunities Partners L.P.
                  and MatlinPatterson Global Opportunities Partners B, L.P.

(a) Incorporated by reference to Exhibit 99.2 to the Current Report on Form
8-K filed on March 17, 2003 by Personnel Group of America, Inc.



                             (Page 33 of 37 pages)
<PAGE>

                                   SIGNATURE
                                   ---------

     After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this Amendment No. 6 is true,
complete and correct.

Dated: March 17, 2003

                             MATLINPATTERSON LLC

                             By:   /s/ Mark R. Patterson
                                  ---------------------------------------------
                                   Name:  Mark R. Patterson
                                   Title: Member

                             MATLINPATTERSON ASSET MANAGEMENT
                             LLC

                             By:  MatlinPatterson LLC, its manager

                             By:  /s/ Mark R. Patterson
                                  ---------------------------------------------
                                   Name:  Mark R. Patterson
                                   Title: Member


                             MATLINPATTERSON GLOBAL ADVISERS
                             LLC

                             By:  /s/ Mark R. Patterson
                                  ---------------------------------------------
                                   Name:  Mark R. Patterson
                                   Title: Chairman


                             MATLINPATTERSON GLOBAL PARTNERS
                             LLC

                             By:  /s/ Mark R. Patterson
                                  ---------------------------------------------
                                   Name:  Mark R. Patterson
                                   Title: Director


                             MATLINPATTERSON GLOBAL
                             OPPORTUNITIES PARTNERS L.P.

                             By:  MatlinPatterson Global Partners LLC

                             By:  /s/ Mark R. Patterson
                                  ---------------------------------------------
                                   Name:  Mark R. Patterson
                                   Title: Director



                               (Page 34 of 37)
<PAGE>

                             MATLINPATTERSON GLOBAL
                             OPPORTUNITIES PARTNERS (BERMUDA) L.P.

                             By:  MatlinPatterson Global Partners LLC

                             By:  /s/ Mark R. Patterson
                                  ---------------------------------------------
                                   Name:  Mark R. Patterson
                                   Title: Director

                             MATLINPATTERSON GLOBAL
                             OPPORTUNITIES PARTNERS B, L.P.

                             By:  MatlinPatterson Global Partners LLC

                             By:  /s/ Mark R. Patterson
                                  ---------------------------------------------
                                   Name:  Mark R. Patterson
                                   Title: Director

                             LINKS PARTNERS, L.P.

                             By:  Coryton Management Ltd., its general partner

                             By:   /s/ Arthur Coady
                                   ---------------------------------------------
                                    Name:  Arthur Coady
                                    Title: President

                             INLAND PARTNERS, L.P.

                             By:  Coryton Management Ltd., its general partner

                             By:   /s/ Arthur Coady
                                   ---------------------------------------------
                                    Name:  Arthur Coady
                                    Title: President

                             CORYTON MANAGEMENT LTD

                             By:   /s/ Arthur Coady
                                   ---------------------------------------------
                                    Name:  Arthur Coady
                                    Title: President

                             DAVID J. MATLIN

                             By:   /s/ David J. Matlin
                                   ---------------------------------------------
                                    Name:  David J. Matlin

                             MARK R. PATTERSON

                             By:   /s/ Mark R. Patterson
                                   ---------------------------------------------
                                    Name:  Mark R. Patterson



                               (Page 35 of 37)
<PAGE>

                             ARTHUR COADY

                             By:   /s/ Arthur Coady
                                   ---------------------------------------------
                                    Name:  Arthur Coady

                             ELIAS SABO

                             By:   /s/ Elias Sabo
                                   ---------------------------------------------
                                    Name:  Elias Sabo


                             I. JOSEPH MASSOUD


                             By:   /s/ I. Joseph Massoud
                                   ---------------------------------------------
                                    Name:  I. Joseph Massoud



                               (Page 36 of 37)
<PAGE>

                                                                EXHIBIT INDEX
                                                                -------------

    Exhibit No.       Description
    -----------       -----------

         5            Joint Filing Agreement, dated as of March 17, 2003, by
                      and among MatlinPatterson LLC, MatlinPatterson Asset
                      Management LLC, MatlinPatterson Global Advisers LLC,
                      MatlinPatterson Global Partners LLC, MatlinPatterson
                      Global Opportunities Partners L.P., MatlinPatterson
                      Global Opportunities Partners (Bermuda) L.P.,
                      MatlinPatterson Global Opportunities Partners B, L.P.,
                      Links Partners, L.P., Inland Partners, L.P., Coryton
                      Management Ltd., Mark Patterson, David Matlin Arthur
                      Coady, Elias Sabo and I. Joseph Massoud.

        8(a)          Restructuring Agreement, dated March 14, 2003, between
                      Personnel Group of America, Inc., certain of its
                      subsidiaries listed therein, MatlinPatterson Global
                      Opportunities Partners L.P., Inland Partners, L.P.,
                      Links Partners, L.P, Zazove Associates, LLC and Acme
                      Widget, L.P.

         9            Participation Agreement dated as of May 15, 2001 by and
                      between MatlinPatterson Global Opportunities Partners
                      L.P. (formerly, CSFB Global Opportunities Partners,
                      L.P.) and MatlinPatterson Global Opportunities Partners
                      (Bermuda), L.P. (formerly, CSFB Global Opportunities
                      Partners (Bermuda), L.P.).

        10            B Participation Agreement dated as of July 16, 2002 by
                      and between MatlinPatterson Global Opportunities
                      Partners L.P. and MatlinPatterson Global Opportunities
                      Partners B, L.P.



(a)  Incorporated by reference from Exhibit 99.2 to the Current Report on Form
     8-K filed on March 17, 2003 by Personnel Group of America, Inc.



                               (Page 37 of 37)

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>efc3-0391_5312364exh5.txt
<TEXT>
                                                                    Exhibit 5
                                                                    ---------

                            JOINT FILING AGREEMENT
                          Dated as of March 17, 2003


          In accordance with Rule 13d-1(k)(1) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint filing of
MatlinPatterson LLC, MatlinPatterson Asset Management LLC, MatlinPatterson
Global Advisers LLC, MatlinPatterson Global Partners LLC, MatlinPatterson
Global Opportunities Partners L.P., MatlinPatterson Global Opportunities
Partners (Bermuda) L.P., MatlinPatterson Global Opportunities Partners B,
L.P., David Matlin, Mark Patterson, Links Partners, L.P., Inland Partners,
L.P., Coryton Management Ltd., Arthur Coady, Elias Sabo and I. Joseph Massoud,
on behalf of each of them a statement on Schedule 13D (including amendments
thereto) with respect to shares of common stock, par value $0.01 per share, of
Personnel Group of America, Inc., and that this Agreement be included as an
Exhibit to such joint filing. This Agreement may be executed in any number of
counterparts all of which taken together shall constitute one and the same
instrument.

          IN WITNESS WHEREOF, the undersigned hereby execute this Agreement
this 17th day of March 2003.


                              MATLINPATTERSON LLC

                              By:  /s/ Mark R. Patterson
                                   -------------------------------------------
                                   Name:   Mark R. Patterson
                                   Title:  Member


                              MATLINPATTERSON ASSET MANAGEMENT LLC

                              By:  MatlinPatterson LLC, its manager

                              By:  /s/ Mark R. Patterson
                                   -------------------------------------------
                                   Name:   Mark R. Patterson
                                   Title:  Member


                              MATLINPATTERSON GLOBAL ADVISERS
                              LLC
                              By:  /s/ Mark R. Patterson
                                   -------------------------------------------
                                   Name:  Mark R. Patterson
                                   Title: Chairman



                                (Page 1 of 4)
<PAGE>

                              MATLINPATTERSON GLOBAL PARTNERS
                              LLC

                              By:  /s/ Mark R. Patterson
                                   -------------------------------------------
                                   Name:   Mark R. Patterson
                                   Title:  Director


                              MATLINPATTERSON GLOBAL
                              OPPORTUNITIES PARTNERS L.P.

                              By: MatlinPatterson Global Partners LLC

                              By:  /s/ Mark R. Patterson
                                   -------------------------------------------
                                   Name:   Mark R. Patterson
                                   Title:  Director


                              MATLINPATTERSON GLOBAL
                              OPPORTUNITIES PARTNERS
                              (BERMUDA) L.P.

                              By: MatlinPatterson Global Partners LLC

                              By:  /s/ Mark R. Patterson
                                   -------------------------------------------
                                   Name:   Mark R. Patterson
                                   Title:  Director

                              MATLINPATTERSON GLOBAL
                              OPPORTUNITIES PARTNERS
                              B, L.P.

                              By: MatlinPatterson Global Partners LLC

                              By:  /s/  Mark R. Patterson
                                   -------------------------------------------
                                   Name:   Mark R. Patterson
                                   Title:  Director



                                (Page 2 of 4)
<PAGE>

                              LINKS PARTNERS, L.P.

                              By: Coryton Management Ltd., its general partner

                              By:  /s/ Arthur Coady
                                   ------------------------------------------
                                   Name: Arthur Coady
                                   Title: President


                              INLAND PARTNERS, L.P.

                              By: Coryton Management Ltd., its general partner

                              By:  /s/ Arthur Coady
                                   ------------------------------------------
                                   Name: Arthur Coady
                                   Title: President


                              CORYTON MANAGEMENT LTD.

                              By:  /s/ Arthur Coady
                                   -------------------------------------------
                                   Name:   Arthur Coady
                                   Title:  President


                              DAVID J. MATLIN

                              By:  /s/ David J. Matlin
                                   -------------------------------------------
                                   Name:  David J. Matlin

                              MARK R. PATTERSON

                              By:  /s/ Mark R. Patterson
                                   -------------------------------------------
                                   Name:  Mark R. Patterson


                              ARTHUR COADY

                              By:  /s/ Arthur Coady
                                   -------------------------------------------
                                   Name:   Arthur Coady


                              ELIAS SABO

                              By:   /s/ Elias Sabo
                                   -------------------------------------------
                                   Name:   Elias Sabo



                                (Page 3 of 4)
<PAGE>


                              I. JOSEPH MASSOUD

                              By:  I. Joseph Massoud
                                   -------------------------------------------
                                   Name:   I. Joseph Massoud



                                (Page 4 of 4)


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-9
<SEQUENCE>4
<FILENAME>efc3-0391_exhibit9.txt
<TEXT>
                                                                     Exhibit 9


                            PARTICIPATION AGREEMENT

                      (Delaware and Bermuda Partnerships)

          PARTICIPATION AGREEMENT dated as of May 15, 2001 (this "Agreement")
by and between CSFB Global Opportunities Partners, L.P. a Delaware limited
partnership (the "Delaware Partnership"), and CSFB Global Opportunities
Partners (Bermuda), L.P. (the "Bermuda Partnership", and together with the
Delaware Partnership, the "Partnerships").

                            Preliminary Statement

          This Agreement sets forth the terms and conditions on which the
Bermuda Partnership will participate in, and be a beneficial owner of, a
portion of each investment (and certain other assets) held by the Delaware
Partnership.

          Each of the Partnerships is a private investment fund managed by
CSFB Global Opportunities Advisers, LLC and each is in the process of raising
funds. The Partnerships intend to invest proportionately with each other in
the same investments. This Agreement is being entered into as a convenience to
enable the Delaware Partnership and the Bermuda Partnership to adjust after
each closing their respective ownership interests in their investments to be
proportionate to the aggregate Capital Commitments made to each Partnership,
as contemplated under each Partnership's respective partnership agreement,
without the additional expense and administrative burden of transferring the
ownership (or partial ownership) of investments between the Delaware
Partnership and the Bermuda Partnership after each such closing.

          1. Definitions. Capitalized terms not defined herein shall have the
meanings given to them in the partnership agreement of the Delaware
Partnership.

          2. Participations.

               (a) From and after the date of this Agreement, at the time each
Investment Asset (as defined below) is acquired, the Delaware Partnership
hereby agrees to sell to the Bermuda Partnership, and the Bermuda Partnership
agrees to purchase from the Delaware Partnership, without further action, a
participation interest (each, a "Participation") in the Delaware Partnership's
right, title and interest in such Investment Asset. The amount of the Bermuda
Partnership's Participation in each Investment Asset shall equal its Pro Rata
Share of such Investment Asset.

               "Investment Asset" means each investment (including expenses
related to such investment) of the Delaware Partnership acquired at any time
during the term of this Agreement, whether such investment is in the form of
debt or equity securities, commodities, currencies, loans, derivatives, trade
claims, short positions or any other type of asset acquired or held by the
Delaware Partnership for investment purposes, together with all interest,
dividends, income distributions and other earnings in respect of each such
Investment Asset and cash, to the extent the Bermuda Partnership has provided
cash to the Delaware Partnership, or an Investment Asset has been liquidated.

<PAGE>

               The Bermuda Partnership's "Pro Rata Share" of each Investment
Asset shall be a fraction (expressed as a percentage), the numerator of which
is the amount of the aggregate Capital Commitments made to the Bermuda
Partnership and the denominator of which is the Overall Capital Commitments.

               (b) Each Investment Asset shall be held by the Delaware
Partnership in its own name but, to the extent of the Bermuda Partnership's
interest therein, subject to the Bermuda Partnership's rights with respect
thereto, as herein set forth.

               (c) The Bermuda Partnership shall have no direct interest in
any Investment Asset except that, as a participant, the Bermuda Partnership
shall participate, based upon its Pro Rata Share of each such Investment
Asset, in any and all benefits, payments, recoveries and any other amounts
received by the Delaware Partnership from or in connection with the Investment
Assets.

               (d) The Bermuda Partnership's Pro Rata Share shall be adjusted
immediately after each closing of the Delaware Partnership, each closing of
the Bermuda Partnership and any other event (each such event, an "Adjustment
Event") which causes a change in the relative proportions of Capital
Commitments made to the Bermuda Partnership and the Delaware Partnership.
Immediately after each Adjustment Event, the Delaware Partnership shall sell
to the Bermuda Partnership, and the Bermuda Partnership shall purchase from
the Delaware Partnership, or the Bermuda Partnership shall sell to the
Delaware Partnership, and the Delaware Partnership shall purchase from the
Bermuda Partnership, as may be required, such amount of the Participation
Interest in each Investment Asset as will result in the Bermuda Partnership
owning a Participation equal to its adjusted Pro Rata Share of each Investment
Asset.

               (e) As soon as practicable after the Last Closing Date, the
Bermuda Partnership's Pro Rata Share of each Investment Asset shall be
transferred to the Bermuda Partnership.

               3. Manner of Payment. On the date the Delaware Partnership
acquires an Investment Asset, the Bermuda Partnership shall deposit with, or
otherwise make available to, the Delaware Partnership, cash to fund the
Bermuda Partnership's Participation in such Investment Asset in an amount
equal to the cost of the Bermuda Partnership's Pro Rata Share of such
Investment Asset.

               4. Relationship of Parties. The Delaware Partnership neither is
nor shall be deemed to be a fiduciary of, or otherwise have a trust
relationship with, or be an agent of, the Bermuda Partnership in connection
with this Agreement or any transaction contemplated herein, and the Delaware
Partnership shall have no obligation, duty or responsibility to the Bermuda
Partnership except as expressly set forth herein. Each Participation in an
Investment Asset sold hereunder shall constitute an assignment, without
recourse to the Delaware Partnership, of an undivided interest in and to such
Investment Asset. This Agreement shall not be construed as a loan by the
Bermuda Partnership to the Delaware Partnership. Nothing in this Agreement
shall be construed as creating a partnership, joint venture, association,
syndicate, unincorporated business or other separate entity.

                                      2

<PAGE>

               5. Obligations Absolute. The obligations of the Bermuda
Partnership hereunder shall be absolute, unconditional and irrevocable and
shall be paid and performed strictly in accordance with the terms hereof.

               6. Delivery of Documents and Information.

               (a) Unless prohibited from doing so by any document governing
any Investment Asset (each, a "Document"), the Delaware Partnership will
furnish to the Bermuda Partnership (i) a copy of each material financial
statement, subscription agreement, transfer agreement or tax form the Delaware
Partnership receives from time to time pursuant to any Document and (ii) a
copy of each amendment or other modification of, or waiver or consent granted
in connection with, any Document.

               (b) Failure of the Delaware Partnership to provide any
information referred to in the foregoing subsection (a) above shall not result
in any liability of the Delaware Partnership or excuse the Bermuda Partnership
from the performance of any of its obligations hereunder.

               7. Modification of Documents. Etc. The Delaware Partnership may
(in its sole discretion), without the approval or consent of the Bermuda
Partnership, (a) agree to any amendment or other modification of any Document
and (b) exercise or refrain from exercising any right or remedy the Delaware
Partnership may have under any Document.

               8. Limitation on the Liability of the Delaware Partnership.

               (a) The Delaware Partnership shall not be liable to the Bermuda
Partnership for any error in judgment or for any action taken or omitted to be
taken by the Delaware Partnership, except for gross negligence, willful
misconduct, fraud or bad faith of the Delaware Partnership. Subject to the
preceding sentence, the Delaware Partnership will exercise the same care in
administering the Bermuda Partnership's interest in each Investment Asset as
the Delaware Partnership exercises with respect to each such Investment Asset
for its own account and risk, and the Delaware Partnership shall have no
further responsibility to the Bermuda Partnership. Without limiting the
foregoing, the Delaware Partnership may rely on the advice of counsel
concerning legal matters and on any written communication or telephone
conversation which it believes to be genuine and correct and to have been
signed, sent or made by the proper person or persons.

               (b) The Delaware Partnership makes no representation or
warranty in connection with, and assumes no responsibility for, the financial
or other condition of any borrower or company to which an Investment Asset
relates, or other party to any Document or the performance of the obligations
of any such Person under any Document, or for the due execution, authenticity,
validity, enforceability or colleetibility of any thereof. The Delaware
Partnership shall have no duty to file any document relating to any collateral
or to maintain any such filing. The Delaware Partnership shall have no
obligation to make any claim on, or assert any lien upon or assert any setoff
against any property held by it. The Delaware Partnership may make loans or
otherwise extend credit to, or purchase equity in, and generally engage in any
kind of investment business with, any borrower or other person obligated in
respect of an Investment

                                      3

<PAGE>

Asset, or any bank that may have originated a loan or acquired an Investment
Asset (if the originator or acquirer (as applicable) is not the Delaware
Partnership).

               9. Independent Investigation. The Bermuda Partnership
represents that it has entered into this Agreement on the basis of its own
credit evaluation, the Delaware Partnership has not made any representations
or warranties to the Bermuda Partnership, except as otherwise set forth
herein, and no act hereafter taken by the Delaware Partnership, including,
without limitation, any review of the affairs of any Borrower or any other
party to any Document, shall be deemed to constitute any representation or
warranty by the Delaware Partnership to the Bermuda Partnership. The Bermuda
Partnership represents and warrants to, and agrees with, the Delaware
Partnership that it has made and will continue to make, independently and
without reliance upon the Delaware Partnership or counsel to the Delaware
Partnership and based on such documents and information as it deems
appropriate, (A) its own appraisal of and investigation into the operations,
financial condition, creditworthiness, affairs, status and nature of each
Borrower and other party to any Document, and (B) its own decision to enter
into this Agreement and to take any action hereunder.

               10. Existing Agreements. The parties hereto acknowledge that
Hemisphere Global Opportunities, Ltd. is the general partner of each of the
Partnerships, and agree that notwithstanding anything to the contrary
contained in this Agreement, this Agreement shall not be deemed to modify,
supersede, amend or otherwise effect the duties and obligations of the general
partner under the partnership agreements of either Partnership.

               11. Indemnification. The Bermuda Partnership agrees to
indemnify and hold harmless the Delaware Partnership for the Bermuda
Partnership's respective Pro Rata Share of any and all liabilities, claims,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind and nature whatsoever (collectively,
"Losses") which may be imposed on, incurred by or asserted against the
Delaware Partnership in connection with an Investment Asset.

               The Delaware Partnership hereby agrees that, in the event it
incurs any Losses which are not related to an Investment Asset in which the
Bermuda Partnership has a Participation under this Agreement, it will not hold
the Bermuda Partnership liable for any of the foregoing.

               This section 11 shall survive termination of this Agreement.

               12. Notices. Unless otherwise specified herein, all notices and
other communications provided for hereunder shall be in writing and shall be
mailed, by certified or registered mail, postage prepaid (return receipt
requested), telecopied, telexed, telegraphed or delivered, to such party at
its address or at such other address as shall be designated by such party in a
written notice to the other party complying as to delivery with the terms of
this section. All such notices and other communications shall be effective {a}
if mailed, when received or three days after matting, whichever is earlier;
(b) if telegraphed, when delivered to the telegraph company; (c) if
telecopied, when transmitted; (d) if telexed, when the appropriate answerback
has been received; or (e) if delivered, upon delivery.

                                      4

<PAGE>

               13. Termination. This Agreement shall terminate upon the
transfer of all the Investment Assets as provided in section 2(e) hereof
and/or distribution of all Proceeds of all Investment Assets to the Bermuda
Investors.

               14. Miscellaneous. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which shall be deemed to be an original, but all of which taken together
shall constitute one and the same agreement. This Agreement shall be governed
by and construed and interpreted in accordance with the laws of the State of
New York.

                                      5

<PAGE>

               IN WITNESS WHEREOF, the parties hereto have executed this
Agreement by their duly authorized officers as of the date above first
written.

                           CSFB GLOBAL OPPORTUNITIES PARTNERS, L.P.


                           By: Hemisphere Global Opportunities Partners, Ltd.,
                               In its capacity as General Partner of CSFB
                               Global Opportunities Partners, L.P.

                           By: /s/ Marty Brandt
                              -------------------------------------------------
                              Name:  Marty Brandt
                              Title: Director


                           CSFB GLOBAL OPPORTUNITIES PARTNERS (BERMUDA), L.P.


                           By: Hemisphere Global Opportunities Partners, Ltd.,
                               In its capacity as the General Partner of CSFB
                               Global Opportunities Partners (Bermuda), L.P.


                           By: /s/ Marty Brandt
                              -------------------------------------------------
                              Name:  Marty Brandt
                              Title: Director

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>efc3-0391_exhibit10.txt
<TEXT>


                                                                    Exhibit 10

                            PARTICIPATION AGREEMENT

                             (Opt-Out Partnership)

            PARTICIPATION AGREEMENT dated as of July 16, 2002 (this
"Agreement") by and between Matlin Patterson Global Opportunities Partners
L.P. (f/k/a CSFB Global Opportunities Partners, L.P.), a Delaware limited
partnership (the "Delaware Partnership"), and Matlin Patterson Global
Opportunities Partners B, L.P. (the "Opt-Out Partnership", and together with
the Delaware Partnership, the "Partnerships"), permit the Delaware Partnership
to own and manage the Investments in which the Opt-Out Investors have an
interest as determined under the Fifth Amended and Restated Agreement of
Limited Partnership of the Delaware Partnership, dated July 1, 2002, as such
agreement may be amended from time to time (the "Delaware Partnership
Agreement").

                             Preliminary Statement

            This Agreement sets forth the terms and conditions on which the
Opt-Out Partnership will participate in, and be a beneficial owner of, a
portion of certain Investments held by the Delaware Partnership.

            Each of the Partnerships is a private investment fund managed by
Matlin Patterson Global Advisers LLC (the "Investment Adviser"). The Opt-Out
Investors are limited partners of the Delaware Partnership who, in connection
with the Spin-off of the Investment Professionals of the Investment Adviser
from CSFB, elected not to participate in future Investments (other than
Convertible Investments) and to receive the Proceeds of their share of
existing Investments as such Investments are realized and Proceeds become
available. The General Partner of the Delaware Partnership used its authority
under the Delaware Partnership Agreement to transfer the Opt-Out Investors to
the Opt-Out Partnership on the date hereof.

            This Agreement is being entered into as a convenience to permit
the Delaware Partnership to own and manage the Investments in which the
Opt-Out Investors have an interest, as determined under the Delaware
Partnership Agreement without the additional expense and administrative burden
of transferring the ownership (or partial ownership) of Investments between
the Delaware Partnership and the Opt-Out Partnership.

            1.    Definitions. Capitalized terms not defined herein shall
have the meanings given to them in the Delaware Partnership Agreement.

            2. Participations.

                  (a) In consideration for the Opt-Out Investors becoming
limited partners in the Opt-Out Partnership, the Delaware Partnership as of
the date of this Agreement, hereby agrees to sell to the Opt-Out Partnership,
and the Opt-Out Partnership agrees to purchase from the Delaware Partnership,
without further action, a participation interest (each a "Participation") in
the Delaware Partnership's right, title and interest in each Opt-Out Asset.
The amount of the Opt-Out Partnership's Participation in each Opt-Out Asset
shall equal, at all times, its Pro Rata Share (as defined below) of such
Opt-Out Asset.

<PAGE>

            "Opt-Out Asset" means each investment (including expenses related
to such investment) of the Delaware Partnership listed on Schedule A hereto,
whether such investment is in the form of debt or equity securities,
commodities, currencies, loans, derivatives, trade claims, short positions or
any other type of asset acquired or held by the Delaware Partnership for
investment purposes, together with all interest, dividends, income
distributions and other earnings in respect of each such Opt-Out Asset and
cash, to the extent the Opt-out Partnership has provided cash to the Delaware
Partnership, or an Opt-Out Asset has been liquidated; provided that any asset
of the Delaware Partnership from which an Opt-Out Investor was excluded from
participating shall not be an Opt-Out Asset.

            The Opt-Out Partnership's "Pro Rata Share" of each Opt-Out Asset
shall be a fraction (expressed as a percentage), the numerator of which is the
amount of the aggregate Capital Commitments of the Opt-Out Investors and the
denominator of which is the Overall Capital Commitments.

                  (b) Each Opt-Out Asset shall be held by the Delaware
Partnership in its own name but, to the extent of the Opt-Out Partnership's
interest therein, subject to the Opt-Out Partnership's rights with respect
thereto, as herein set forth.

                  (c) The Opt-Out Partnership shall have no direct interest in
any Opt-Out Asset except that, as a participant, the Opt-Out Partnership shall
participate, based upon its Pro Rata Share of each such Opt-Out Asset, in any
and all benefits, payments, recoveries and any other amounts received by the
Delaware Partnership from or in connection with the Opt-Out Assets.

                  (d) The Delaware Partnership shall not reinvest the Proceeds
of any Opt-Out Asset, except to the extent assets attributable to Opt-Out
Investors may be reinvested under the Delaware Partnership Agreement, and the
Delaware Partnership shall either distribute such Proceeds to the Opt-Out
Partnership (or to the Opt-Out Investors on behalf of the Opt-Out Partnership)
or apply such Proceeds to reserves or to pay expenses and management fees as
required under the Delaware Partnership Agreement.

                  (e) As soon as practicable after the Last Closing Date, the
Opt-Out Partnership's Pro Rata Share of each Opt-Out Asset shall be
transferred to the Opt-Out Partnership.

            3. Manner of Payment. The Opt-Out Partnership shall deposit with,
or otherwise make available to, the Delaware Partnership, cash to fund the
Opt-Out Partnership's Participation in each Opt-Out Asset in an amount equal
to the cost of the Opt-Out Partnership's Pro Rata Share of such Opt-Out Asset.

            4. Relationship of Parties. The Delaware Partnership neither is
nor shall be deemed to be a fiduciary of, or otherwise have a trust
relationship with, or be an agent of, the Opt-Out Partnership in connection
with this Agreement or any transaction contemplated herein, and the Delaware
Partnership shall have no obligation, duty or responsibility to the Opt-Out
Partnership except as expressly set forth herein. Each Participation in an
Opt-Out Asset sold hereunder shall constitute an assignment, without recourse
to the Delaware Partnership, of an

                                      2

<PAGE>

undivided interest in and to such Opt-Out Asset. This Agreement shall not be
construed as a loan by the Opt-Out Partnership to the Delaware Partnership.
Nothing in this Agreement shall be construed as creating a partnership, joint
venture, association, syndicate, unincorporated business or other separate
entity.

            5. Obligations Absolute. The obligations of the Opt-Out
Partnership hereunder shall be absolute, unconditional and irrevocable and
shall be paid and performed strictly in accordance with the terms hereof.

            6. Delivery of Documents and Information.

                  (a) Unless prohibited from doing so by any document
governing any Opt-Out Asset (each, a "Document"), the Delaware Partnership
will furnish to the Opt-Out Partnership (i) a copy of each material financial
statement, subscription agreement, transfer agreement or tax form the Delaware
Partnership receives from time to time pursuant to any Document and (ii) a
copy of each amendment or other modification of, or waiver or consent granted
in connection with, any Document.

                  (b) Failure of the Delaware Partnership to provide any
information referred to in the foregoing subsection (a) above shall not result
in any liability of the Delaware Partnership or excuse the Opt-Out Partnership
from the performance of any of its obligations hereunder.

            7. Modification of Documents, Etc. The Delaware Partnership may
(in its sole discretion), without the approval or consent of the Opt-Out
Partnership, (a) agree to any amendment or other modification of any Document,
and (b) exercise or refrain from exercising any right or remedy the Delaware
Partnership may have under any Document.

            8. Limitation on the Liability of the Delaware Partnership.

                  (a) The Delaware Partnership shall not be liable to the
Opt-Out Partnership for any error in judgment or for any action taken or
omitted to be taken by the Delaware Partnership, except for gross negligence,
willful misconduct, fraud or bad faith of the Delaware Partnership. Subject to
the preceding sentence, the Delaware Partnership will exercise the same care
in administering the Opt-Out Partnership's interest in each Opt-Out Asset as
the Delaware Partnership exercises with respect to each such Opt-Out Asset for
its own account and risk, and the Delaware Partnership shall have no further
responsibility to the Opt-Out Partnership. Without limiting the foregoing, the
Delaware Partnership may rely on the advice of counsel concerning legal
matters and on any written communication or telephone conversation which it
believes to be genuine and correct and to have been signed, sent or made by
the proper person or persons.

                  (b) The Delaware Partnership makes no representation or
warranty in connection with, and assumes no responsibility for, the financial
or other condition of any borrower or company to which an Opt-Out Asset
relates, or other party to any Document or the performance of the obligations
of any such Person under any Document, or for the due execution, authenticity,
validity, enforceability or collectibility of any thereof. The Delaware

                                      3

<PAGE>

Partnership shall have no duty to file any document relating to any collateral
or to maintain any such filing. The Delaware Partnership shall have no
obligation to make any claim on, or assert any lien upon or assert any setoff
against any property held by. it. The Delaware Partnership may make loans or
otherwise extend credit to, or purchase equity in, and generally engage in any
kind of investment business with, any borrower or other person obligated in
respect of an Opt-Out Asset, or any bank that may have originated a loan or
acquired an Opt-Out Asset (if the originator or acquirer (as applicable) is
not the Delaware Partnership).

            9. Independent Investigation. The Opt-Out Partnership represents
that it has entered into this Agreement on the basis of its own credit
evaluation, the Delaware Partnership has not made any representations or
warranties to the Opt-Out Partnership, except as otherwise set forth herein,
and no act hereafter taken by the Delaware Partnership, including, without
limitation, any review of the affairs of any Borrower or any other party to
any Document, shall be deemed to constitute any representation or warranty by
the Delaware Partnership to the Opt-Out Partnership. The Opt-Out Partnership
represents and warrants to, and agrees with, the Delaware Partnership that it
has made and will continue to make, independently and without reliance upon
the Delaware Partnership or counsel to the Delaware Partnership and based on
such documents and information as it deems appropriate, (A) its own appraisal
of and investigation into the operations, financial condition,
creditworthiness, affairs, status and nature of each Borrower and other party
to any Document, and (B) its own decision to enter into this Agreement and to
take any action hereunder.

            10. Existing Agreements. The parties hereto acknowledge that
Hemisphere Global Opportunities, Ltd. is the general partner of the Delaware
Partnership and Matlin Patterson Global Partners LLC is the general partner of
the Opt-Out Partnership, and agree that notwithstanding anything to the
contrary contained in this Agreement, this Agreement shall not be deemed to
modify, supercede, amend or otherwise effect the duties and obligations of the
general partners, or their successors under partnership agreements of either
Partnership.

            11. Indemnification. The Opt-Out Partnership agrees to indemnify
and hold harmless the Delaware Partnership for the Opt-Out Partnership's
respective Pro Rata Share of any and all liabilities, claims, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind and nature whatsoever (collectively, "Losses") which
may be imposed on, incurred by or asserted against the Delaware Partnership in
connection with an Opt-Out Asset.

                  The Delaware Partnership hereby agrees that, in the event it
incurs any Losses which are not related to an Opt-Out Asset in which the
Opt-Out Partnership has a Participation under this Agreement, it will not hold
the Opt-Out Partnership liable for any of the foregoing.

                  This section 11 shall survive termination of this Agreement.

            12. Notices. Unless otherwise specified herein, all notices and
other communications provided for hereunder shall be in writing and shall be
mailed, by certified or registered mail, postage prepaid (return receipt
requested), telecopied, telexed, telegraphed or delivered, to such party at
its address or at such other address as shall be designated by such

                                      4
<PAGE>

party in a written notice to the other party complying as to delivery with the
terms of this section. All such notices and other communications shall be
effective (a) if mailed, when received or three days after mailing, whichever
is earlier; (b) if telegraphed, when delivered to the telegraph company; (c)
if telecopied, when transmitted; (d) if telexed, when the appropriate
answerback has been received; or (e) if delivered, upon delivery.

            13. Termination. This Agreement shall terminate upon the transfer
of all the Opt-Out Assets as provided in section 2(e) hereof and/or
distribution of all Proceeds of all Opt-Out Assets to the Opt-Out Investors.

            14. Miscellaneous. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement. This Agreement shall be governed by and
construed and interpreted in accordance with the laws of the State of New
York.

                                      5
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have executed this
Agreement by their duly authorized officers as of the date above first
written.

                           MATLIN PATTERSON GLOBAL OPPORTUNITIES PARTNERS L.P.

                           By:  Hemisphere Global Opportunities, Ltd.,
                                In its capacity as General Partner of Matlin
                                Patterson Global Opportunities Partners L.P.

                           By: /s/ Marty Brandt
                              ---------------------------------------------
                                Name:  Marty Brandt
                                Title: Director

                           MATLIN PATTERSON GLOBAL OPPORTUNITIES PARTNERS B,
                           L.P.

                           By:  Matlin Patterson Global Partners LLC,
                                In its capacity as the General Partner of
                                Matlin Patterson Global Opportunities Partners
                                B, L.P.

                           By: /s/ Mark R. Patterson
                              ---------------------------------------------
                                Name:  Mark R. Patterson
                                Title: Director


                                      6

</TEXT>
</DOCUMENT>
</SUBMISSION>
